Common use of Incremental Extensions of Credit Clause in Contracts

Incremental Extensions of Credit. At any time during the Revolving Availability Period, subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add additional term loans or additional revolving commitments (together, the “Incremental Extensions of Credit”) in minimum principal amounts of $5,000,000; provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount set forth below; provided, further, that (x) immediately prior to and after giving effect to any Incremental Facility Amendment (as defined below), no Event of Default has occurred or is continuing or shall result therefrom, (y) the Senior Secured Leverage Ratio on a Pro Forma Basis as of the last day of the most recent period in respect of which financial statements shall have been required to be delivered pursuant to Section 5.01(a) or (b) (or if prior to the first time such financial statements are so required to be delivered, as of the last day of the most recent period in respect of which financial statements of the Borrower and its Restricted Subsidiaries are available) shall not exceed a ratio that is 0.25 less than the ratio specified in Section 6.12 for such last day (it being understood that if such last day is prior to March 31, 2008, then the ratio specified for March 31, 2008 under Section 6.12 shall be deemed to be the ratio specified in Section 6.12 for such last day) and (z) the Borrower shall have delivered to the Administrative Agent an officer’s certificate to the effect set forth in clauses (x) and (y) above. The Incremental Extensions of Credit:

Incremental Extensions of Credit. (a) At any time during the Revolving Availability Period, subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add additional term loans or additional revolving commitments Revolving Commitments (together, the “Incremental Extensions of Credit”) in minimum principal amounts of $5,000,000; provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount set forth in clause (i) below; provided, further, that (xA) immediately prior to and after giving effect to any Incremental Facility Amendment (as defined below), (x) no Event of Default has occurred or is continuing or shall result therefrom, therefrom and (y) the Senior Secured Leverage Ratio on a Pro Forma Basis as of the last day of the most recent period in respect of which financial statements shall have been required to be delivered pursuant to Section 5.01(a) or (b) (or if prior to the first time such financial statements are so required to be delivered, as of the last day of the most recent period in respect of which financial statements of the Borrower and its Restricted Subsidiaries are available) shall not exceed a ratio that is 0.25 less than the ratio specified in Section 6.12 for such last day (it being understood that if such last day is prior to March 31, 2008, then the ratio specified for March 31, 2008 under Section 6.12 Borrower shall be deemed to be in compliance with the ratio specified in Section 6.12 for such last day) Financial Performance Covenants and (zB) the Borrower shall have delivered to the Administrative Agent an officer’s certificate as to the effect satisfaction of the conditions set forth in clauses (xA)(x) and (y) above. The Incremental Extensions of Credit:

Incremental Extensions of Credit. At any time during prior to the Revolving Availability PeriodTerm Loan Maturity Date, subject to the terms and conditions set forth herein, the Borrower may at any time and from time may, on up to timetwo occasions, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders), request to add additional term loans or additional revolving commitments (together, the “"Incremental Extensions of Credit”") in minimum principal amounts of $5,000,000; 25,000,000, provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount set forth below; provided, further, that (x) immediately prior to and after giving effect to any Incremental Facility Amendment (as defined below), (a) no Default or Event of Default has occurred or and is continuing or shall result therefrom, therefrom and (yb) the Senior Secured Leverage Ratio on a Pro Forma Basis as of the last day of the most recent period in respect recently ended fiscal quarter of the Borrower for which financial statements are available (such date, the "Test Date"), (i) the Borrower shall have been required be in compliance with the covenant contained in Section 7.15 and (ii) the Senior Leverage Ratio shall be less than or equal to be delivered 3.50 to 1.00, and provided further that, (A) for purposes of determining compliance with Section 7.15 pursuant to this Section 5.01(a2.23, the covenant levels for each period set forth in Section 7.15 shall be reduced by 0.25, (B) or (b) (or for purposes of calculating the Leverage Ratio and Senior Leverage Ratio to determine compliance with this Section 2.23, each of the Leverage Ratio and the Senior Leverage Ratio shall be calculated on a pro forma basis to give effect to the applicable Incremental Extension of Credit as if it had occurred at the beginning of the period of four consecutive fiscal quarters most recently ended prior to the first time date of such financial statements are so required to be deliveredIncremental Extension of Credit and (C) for purposes of determining compliance with clause (b)(i) above, as of if the last day of the most recent period in respect of which financial statements of the Borrower and its Restricted Subsidiaries are available) shall not exceed a ratio that is 0.25 less than the ratio specified in Section 6.12 for such last day (it being understood that if such last day applicable Test Date is prior to March 31, 20082005, then such compliance will be determined by reference to the ratio specified covenant levels under Section 7.15 for the period from and including March 31, 2008 under Section 6.12 shall be deemed 2005 to be the ratio specified in Section 6.12 for such last dayand including December 30, 2005 (as reduced by 0.25 as required by clause (A) and (z) the Borrower shall have delivered to the Administrative Agent an officer’s certificate to the effect set forth in clauses (x) and (y) aboveof this proviso). The Incremental Extensions of Credit (a) shall be in an aggregate principal amount not exceeding $100,000,000, (b) shall rank pari passu or junior in right of payment and right of security in respect of the Collateral with the Term Loans and (c) other than with respect to amortization, pricing and maturity date, shall have the same terms as the Term Loans as in effect immediately prior to the effectiveness of the applicable Incremental Facility Amendment, provided that (i) if the ABR Spread or LIBOR Spread (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Extensions of Credit:) relating to the Incremental Extensions of Credit exceeds the ABR Spread or LIBOR Spread (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Term Lenders), as applicable, relating to the Term Loans by more than 0.50%, the ABR Spread or LIBOR Spread, as applicable, relating to the Term Loans shall be automatically adjusted to be equal to the ABR Spread or LIBOR Spread (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Extensions of Credit), as applicable, relating to the relevant Incremental Extension of Credit minus 0.50%, (ii) the Incremental Extensions of Credit shall not have a final maturity date earlier than the date that is six months after the Term Loan Maturity Date (assuming for this purpose that the Term Loan Maturity Date has been extended pursuant to the terms of the definition thereof), provided that such Incremental Extension of Credit may provide for an acceleration of the maturity date to October 1, 2008, in the event the Subordinated Notes Refinancing does not occur on or prior to such date, and (iii) the Incremental Extensions of Credit shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Term Loans (assuming for this purpose that the Term Loan Maturity Date has been extended pursuant to the terms of the definition thereof). The Borrower shall offer each Term Lender the opportunity to provide any requested Incremental Extension of Credit, provided that no Term Lender shall be obligated to provide any Incremental Extension of Credit unless it so agrees. Any additional bank, financial institution, Term Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (any such bank, financial institution, Term Lender or other Person being called an "Additional Lender") and shall become a Lender under this Agreement, pursuant to an amendment (an "Incremental Facility Amendment") to this Agreement, giving effect to the modifications permitted by this Section 2.23 and, as appropriate, the other Loan Documents, executed by the Borrower, each Additional Lender and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall be Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.23 (including voting provisions applicable to the Additional Lenders comparable to the provisions of clause (v) of the first proviso of Section 10.08(b)). The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an "Incremental Facility Closing Date") of each of the conditions set forth in Section 5.01 (it being understood that all references to "the date of such Credit Event" in such Section 5.01 shall be deemed to refer to the Incremental Facility Closing Date). The proceeds of the Incremental Extensions of Credit shall be used to make Permitted Business Acquisitions, to pay fees and expenses in connection with any Permitted Business Acquisition and for general corporate purposes of the Borrower and its subsidiaries.

Incremental Extensions of Credit. At any time during the Revolving Availability Period, subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add additional term loans (the “Incremental Term Loans”) or additional revolving commitments Revolving Commitments or Extended Revolving Commitments (togetherthe “Incremental Revolver Commitments” and together with the Incremental Term Loans, the “Incremental Extensions of Credit”) in minimum principal amounts of $5,000,00025,000,000; provided that such amount may be less than $5,000,000 25,000,000 if such amount represents all the remaining availability under the aggregate principal amount set forth below; provided, further, that (x) immediately prior to and after giving effect to any Incremental Facility Additional Credit Extension Amendment (as defined below), no Event of Default has occurred or is continuing or shall result therefrom, (y) the Senior Secured Leverage Ratio Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available and (z) on a Pro Forma Basis after giving effect to any such Incremental Extension of Credit the Secured Leverage Ratio of Borrower would be less than or equal to 3.50 to 1.00 as of the last day of the most recent period in respect fiscal quarter of the Borrower for which financial statements shall have been required to be delivered pursuant to Section 5.01(a) or (b) (or if prior to the first time such financial statements are so required to be delivered, as of the last day of the most recent period in respect of which financial statements of the Borrower and its Restricted Subsidiaries are available) shall not exceed a ratio that is 0.25 less than the ratio specified in Section 6.12 for such last day (it being understood that if such last day is prior to March 31, 2008, then the ratio specified for March 31, 2008 under Section 6.12 shall be deemed to be the ratio specified in Section 6.12 for such last day) and (z) the Borrower shall have delivered to the Administrative Agent an officer’s certificate to the effect set forth in clauses (x) and (y) above). The Incremental Extensions of Credit: