Common use of Increase in Revolving Commitments Clause in Contracts

Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Borrower Representative may, at any time during the period commencing as of the Closing Date and ending as of the date three (3) years following the Amendment No. 2 Effective Date, upon written notice to the Administrative Agent, cause an increase in the Aggregate Revolving Committed Amount by up to ONE HUNDRED TWENTY-FIVE MILLION DOLLARS ($125,000,000) (to an aggregate amount not more than THREE HUNDRED MILLION DOLLARS ($300,000,000)); provided that such increase shall be conditioned and effective upon the satisfaction of the following conditions: (i) the Borrowers shall obtain (whether through the Arranger or otherwise) commitments for the amount of the increase from existing Lenders or other commercial banks or financial institutions reasonably acceptable to the Administrative Agent, which other commercial banks and financial institutions shall join in this Credit Agreement as Lenders by a Lender Joinder Agreement substantially in the form of Exhibit F attached hereto or other arrangement reasonably acceptable to the Administrative Agent (it being understood that in no case shall any Lender be required to increase its Revolving Commitment without its written consent); (ii) any such increase shall be in a minimum aggregate principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining amount, if less); (iii) if any Revolving Loans are outstanding at the time of any such increase, the Borrowers shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 3.05) as may be necessary to give effect to the revised commitment percentages and commitment amounts; (iv) the Borrowers shall pay to the Administrative Agent and the Arranger all fees required under the Administrative Agent’s Fee Letter due in connection with the syndication of the increase in the Revolving Committed Amount; (v) the Borrowers shall have executed any new or amended and restated Notes (to the extent requested by the Lenders) to reflect the revised commitment amounts; and (vi) the conditions to the making of a Revolving Loan set forth in Section 4.02 shall be satisfied. In connection with any such increase in the Revolving Commitments, Schedule 2.01 shall be revised to reflect the modified commitments and commitment percentages of the Lenders, and the Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. The Borrower Representative shall not be permitted to cause more than four (4) increases in the Aggregate Revolving Committed Amount following the Amendment No. 2 Effective Date. SUBPART 2.3 Amendments to Section 6.12(d). Clause (d) of Section 6.12 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Borrower Representative Company may, at any time during the period commencing as of the Closing Date and ending as of the date three (3) years following the Amendment No. 2 Effective Datetime, upon written notice to the Administrative Agent, cause an increase in the Aggregate Revolving Committed Amount (and the Aggregate Domestic Revolving Committed Amount and the Aggregate Foreign Revolving Committed Amount) by up to ONE HUNDRED TWENTY-FIVE THIRTY MILLION DOLLARS EURO ($125,000,000€130,000,000) (to an aggregate amount not more than THREE FIVE HUNDRED SIXTY MILLION DOLLARS EURO ($300,000,000)€560,000,000); provided that such increase shall be conditioned and effective upon the satisfaction of the following conditionsthat: (i) the Borrowers Company shall obtain (whether through the Arranger or otherwise) commitments for the amount of the increase from existing Lenders (which shall be under no obligation to increase their commitments hereunder) or other commercial banks or financial institutions reasonably acceptable to the Administrative Agent, which provided that such other commercial banks and financial institutions shall join in this Credit Agreement as Lenders by a Lender Joinder Agreement substantially in the form of Exhibit F attached hereto or other arrangement reasonably acceptable to the Administrative Agent (it being understood that in no case shall any Lender be required to increase its Revolving Commitment without its written consent)and the Domestic L/C Issuer; (ii) none of the Arrangers, Bank of America, XX Xxxxxx Xxxxx Bank N.A. or ABN AMRO N.V. shall have any responsibility for arranging any such additional commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith; (iii) any such increase shall be in a minimum aggregate principal amount of $5,000,000 €4.3 million and integral multiples of $1,000,000 €860,000 in excess thereof (or the remaining amount, if less); (iiiiv) if any Revolving Loans are outstanding at the time of any such increase, the Borrowers Company shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 3.05Article III) as may be necessary to give effect to the revised commitment percentages and commitment amounts; (ivv) the Borrowers shall pay to the Administrative Agent and the Arranger all fees required under the Administrative Agent’s Fee Letter due payment of up front fees, if any, in connection with the syndication respect of the increase in the Revolving Committed Amount; (v) the Borrowers shall have executed any new or amended and restated Notes (to the extent requested by the Lenders) to reflect the revised commitment amountscommitments so established; and (vi) the conditions to the making of a Revolving Loan Credit Extension set forth in Section 4.02 5.02 shall be satisfied. In connection with any such increase in the Revolving Commitments, Schedule 2.01 shall be revised to reflect the modified commitments and commitment percentages of the Lenders, and the Borrowers Company shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. The Borrower Representative shall not be permitted to cause more than four (4) increases in the Aggregate Revolving Committed Amount following the Amendment No. 2 Effective Date. SUBPART 2.3 Amendments to Section 6.12(d). Clause (d) of Section 6.12 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Parent Borrower Representative may, at any time during prior to the period commencing as of the Closing Date and ending as of the date three (3) years following the Amendment No. 2 Effective then applicable Maturity Date, upon written notice to the Administrative Agent, cause an increase in the Aggregate Revolving Committed Amount by up to ONE HUNDRED TWENTYSEVENTY-FIVE MILLION DOLLARS ($125,000,00075,000,000) (to an aggregate amount not more than THREE ONE HUNDRED MILLION DOLLARS ($300,000,000100,000,000)); provided that such increase shall be conditioned and effective upon the satisfaction of the following conditions: (i) the Borrowers shall obtain (whether through the Arranger or otherwise) commitments for the amount of the increase from existing Lenders or other commercial banks or financial institutions reasonably acceptable to the Administrative Agent, which other commercial banks and financial institutions shall join in this Credit Agreement as Lenders by a Lender Joinder Agreement substantially in the form of Exhibit F attached hereto or other arrangement reasonably acceptable to the Administrative Agent (it being understood that in no case shall any Lender be required to increase its Revolving Commitment without its written consent); (ii) any such increase shall be in a minimum aggregate principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining amount, if less); (iii) if any Revolving Loans are outstanding at the time of any such increase, the Borrowers shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 3.05) as may be necessary to give effect to the revised commitment percentages and commitment amounts; (iv) the Borrowers shall pay to the Administrative Agent and the Arranger all fees required under the Administrative Agent’s Fee Letter any fee letter due in connection with the syndication of the increase in the Revolving Committed Amount; (v) the Borrowers shall have executed any new or amended and restated Notes (to the extent requested by the Lenders) to reflect the revised commitment amounts; and (vi) the conditions to the making of a Revolving Loan set forth in Section 4.02 Sections 4.03(b) and (c) shall be satisfied. In connection with any such increase in the Revolving Commitments, Schedule 2.01 shall be revised to reflect the modified commitments and commitment percentages of the Lenders, and the Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. The Parent Borrower Representative shall not be permitted to cause more than four (4) increases in the Aggregate Revolving Committed Amount following the Amendment No. 2 Effective Closing Date. SUBPART 2.3 Amendments to Section 6.12(d). Clause (d) of Section 6.12 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, upon twelve (12) days advance written notice to the Agent, the Borrower Representative mayshall have the right, at any time during the period commencing as of and from time to time from the Closing Date and ending as of until the date three (3) years following the Amendment No. 2 Effective Termination Date, upon written notice to increase the Administrative Agent, cause an increase in the Aggregate Revolving Committed Amount by an amount up to ONE HUNDRED TWENTY-FIVE MILLION DOLLARS ($125,000,000) (to an aggregate amount not more than THREE HUNDRED MILLION DOLLARS ($300,000,000))75,000,000 in the aggregate; provided that such increase shall be conditioned and effective upon the satisfaction of the following conditions: (i) the Borrowers shall obtain (whether through the Arranger or otherwise) commitments for the amount of the increase from existing Lenders or other commercial banks or financial institutions reasonably acceptable to the Administrative Agent, which other commercial banks and financial institutions shall join in this Credit Agreement as Lenders by a Lender Joinder Agreement substantially in the form of Exhibit F attached hereto or other arrangement reasonably acceptable to the Administrative Agent (it being understood that in no case shall any Lender be required to increase its Revolving Commitment without its written consent); (ii) any such increase shall be in a minimum aggregate principal amount of $5,000,000 15,000,000 and integral multiples of $1,000,000 5,000,000 in excess thereof (or the remaining amount, if less); , (iiiii) if any Revolving Loans are outstanding at the time of any such increase, the Borrowers Borrower shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts amount owing under Section 3.053.10) as may be necessary to give effect to the revised commitment percentages and commitment amounts; amounts of the Lenders and (iviii) the Borrowers conditions to Extensions of Credit in Sections 5.2 shall pay be true and correct. An increase in the Revolving Committed Amount hereunder shall be subject to the Administrative Agent and the Arranger all fees required under the Administrative Agent’s Fee Letter due in connection with the syndication satisfaction of the following: (A) in the case of any such request for an increase in the Revolving Committed Amount; (v) , the Borrowers amount of such increase shall have executed any new or amended and restated Notes (be offered first to the extent existing Lenders, and in the event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Lenders) to reflect the revised commitment amounts; and (vi) the conditions Borrower, then in proportion to the making commitments of a such existing Lenders willing to take additional commitments, and (B) in the case of any such request for an increase in the Revolving Loan set forth in Section 4.02 Committed Amount, the amount of the additional commitments requested by the Borrower shall be satisfiedexceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other commercial banks and financial institutions reasonably acceptable to the Agent to join this Credit Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such other commercial banks and financial institutions shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. In connection with any such increase in the Revolving CommitmentsCommitments pursuant to this Section, Schedule 2.01 2.1(a) shall be revised to reflect the modified commitments and commitment percentages and commitments of the Lenders. Upon payment of the one time Expandability Syndication Fee (as such term is defined in the Agent's Fee Letter), and the Borrowers NationsBank shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested use reasonable efforts to obtain additional commitments to accommodate any request by the Administrative Agent and Borrower to increase the Lenders in connection therewith. The Borrower Representative shall not be permitted to cause more than four (4) increases in the Aggregate Revolving Committed Amount following the Amendment No. 2 Effective DateCommitments. SUBPART 2.3 Amendments to Section 6.12(d). Clause (d) of Section 6.12 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Borrower Representative may, at any time during the period commencing as of the Closing Date and ending as of the date three (3) years following the Amendment No. 2 Effective Datetime, upon written notice to the Administrative Agent, cause an increase in the Aggregate Revolving Committed Amount by up to ONE HUNDRED TWENTY-FIVE MILLION DOLLARS ($125,000,000100,000,000) (to an aggregate amount not more than THREE FOUR HUNDRED MILLION DOLLARS ($300,000,000)400,000,000); provided that such increase shall be conditioned and effective upon the satisfaction of the following conditionsthat: (i) the Borrowers Borrower shall obtain (whether through the Arranger or otherwise) written commitments for the amount of the increase from existing Lenders Lenders, which shall be under no obligation to increase their Revolving Commitments, or other commercial banks or and financial institutions reasonably acceptable to the Administrative Agent, which other commercial banks and financial institutions shall join in this Credit Agreement as Lenders by a Lender Joinder Agreement substantially in the form of Exhibit F attached hereto 2.01(d) or by other arrangement reasonably acceptable to the Administrative Agent (it being understood that in no case shall any Lender be required to increase its Revolving Commitment without its written consent); Agent; (ii) any such increase shall be in a minimum aggregate principal amount of $5,000,000 5 million and integral multiples of $1,000,000 1 million in excess thereof (or the remaining amount, if less); ; (iii) if any Revolving Loans are outstanding at the time of any such increase, the Borrowers shall Borrower will make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 3.05) as may be necessary to give effect to the revised commitment percentages and commitment amounts; ; (iv) the Borrowers shall pay to the Administrative Agent and the Arranger all fees required under the Administrative Agent’s Fee Letter due payment of upfront fees, if any, in connection with the syndication respect of the increase in the Revolving Committed Amount; new commitments so established; and (v) the Borrowers shall have executed any new or amended and restated Notes (to the extent requested by the Lenders) to reflect the revised commitment amounts; and (vi) the conditions to the making of a Revolving Loan set forth in Section 4.02 5.02 shall be satisfied. In connection with any such increase in the Revolving Commitments, Schedule 2.01 shall will be revised to reflect the modified commitments and commitment percentages of the Lenders, and the Borrowers shall Borrower will provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. The Borrower Representative shall not be permitted to cause more than four (4) increases in the Aggregate Revolving Committed Amount following the Amendment No. 2 Effective Date. SUBPART 2.3 Amendments to Section 6.12(d). 1.11 Clause (dii) of the fifth sentence of Section 6.12 of the Existing Credit Agreement 2.02(a) is hereby amended in its entirety and restated to read as follows:

Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, upon thirty (30) days advance written notice to the Agent, the Borrower Representative mayshall have the right, at any time and from time to time during the period commencing as of Commitment Period, to increase the Closing Date and ending as of the date three (3) years following the Amendment No. 2 Effective Date, upon written notice Revolving Commitments by up to the Administrative Agent, cause an increase $35,000,000 in the aggregate (to an Aggregate Revolving Committed Amount by of up to ONE HUNDRED TWENTY-FIVE MILLION DOLLARS ($125,000,000) (to an aggregate amount not more than THREE HUNDRED MILLION DOLLARS ($300,000,000)300 million); provided that such increase shall be conditioned and effective upon the satisfaction of the following conditions: (i) the Borrowers shall obtain (whether through the Arranger or otherwise) commitments for the amount of the increase from existing Lenders or other commercial banks or financial institutions reasonably acceptable to the Administrative Agent, which other commercial banks and financial institutions shall join in this Credit Agreement as Lenders by a Lender Joinder Agreement substantially in the form of Exhibit F attached hereto or other arrangement reasonably acceptable to the Administrative Agent (it being understood that in no case shall any Lender be required to increase its Revolving Commitment without its written consent); (ii) any such increase shall be in a minimum aggregate principal amount of $5,000,000 10,000,000 and integral multiples of $1,000,000 5,000,000 in excess thereof (or the remaining amount, if less); , (iiiii) if any Revolving Loans are outstanding at the time of any such increase, the Borrowers Borrower shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts amount owing under Section 3.052.12) as may be necessary to give effect to the revised commitment percentages and commitment amounts; (iv) the Borrowers shall pay to the Administrative Agent and the Arranger all fees required under the Administrative Agent’s Fee Letter due in connection with the syndication amounts of the increase in the Revolving Committed Amount; Banks and (v) the Borrowers shall have executed any new or amended and restated Notes (to the extent requested by the Lenders) to reflect the revised commitment amounts; and (viiii) the conditions to the making Extensions of a Revolving Loan set forth Credit in Section 4.02 3.02 shall be satisfiedtrue and correct. In connection with any such An increase in the Revolving Commitments, Schedule 2.01 shall be revised to reflect the modified commitments and commitment percentages of the Lenders, and the Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. The Borrower Representative shall not be permitted to cause more than four (4) increases in the Aggregate Revolving Committed Amount following the Amendment No. 2 Effective Date. SUBPART 2.3 Amendments hereunder shall be subject to Section 6.12(d). Clause (d) of Section 6.12 satisfaction of the Existing following: (A) the amount of such increase shall be offered first to the existing Banks, and in the event the additional commitments which existing Banks are willing to take shall exceed the amount requested by the Borrower, then in proportion to the commitments of such existing Banks willing to take additional commitments, and (B) if the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Banks are willing to take, then the Borrower may invite other commercial banks and financial institutions reasonably acceptable to the Agent to join this Credit Agreement is hereby amended as Banks hereunder for the portion of commitments not taken by existing Banks, provided that such other commercial banks and financial institutions shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. In connection with any increase in its entirety the Revolving Commitments pursuant to read as follows:this