Common use of Incremental Facility Amendment Clause in Contracts

Incremental Facility Amendment. (a) The Borrower and each Additional Term Lender party hereto hereby agree that: (i) the Commitment (the “New Tranche B Commitment”) of each Additional Term Lender and the aggregate amount of Incremental Term Loans which shall be borrowed (the “Additional Tranche B Term Loans”) pursuant to this Amendment shall be in an amount equal to up to $100,000,000 (provided that the Borrower shall only be allowed one draw under this Agreement); (ii) the Additional Tranche B Term Loans shall be made on the first date on which the conditions set forth in Sections 2.20 and 4.02 of the Credit Agreement and Section 4 hereof have been satisfied in full (the “Incremental Facility Effective Date”), which shall be the Incremental Facility Closing Date with respect to the New Tranche B Commitments; and (iii) the Applicable Rate for the Additional Tranche B Term Loans shall at all times be equal to 2.00% per annum for Eurodollar Loans and 1.00% per annum for ABR Loans. (b) Each Additional Term Lender and the Borrower hereby agree that each Additional Tranche B Term Loan funded pursuant to this Amendment will have the same ranking and all other terms as the Tranche B Term Loans, except that the Additional Tranche B Term Loans shall accrue interest from and including the Incremental Facility Effective Date, and, from and after the Incremental Facility Effective Date, each Additional Term Lender will be a Lender and a Tranche B Lender for any and all purposes under the Credit Agreement. (c) To give effect to the Additional Tranche B Term Loans, the parties hereto agree that the table set forth in Section 2.10(a) of the Credit Agreement is hereby amended by adding $250,000 to each principal payment due on each payment date beginning with June 30, 2007 through December 31, 2010 and by adding $24,062,500 to the principal payment due each payment date beginning with March 31, 2011 through the Tranche B Maturity Date. (d) The Commitments of each Additional Term Lender hereunder shall terminate if the Additional Tranche B Term Loans are not borrowed in full by the fifth Business Day after the date hereof.

Incremental Facility Amendment. Each Incremental Term Facility shall be evidenced by an amendment (aan "Incremental Facility Amendment") The Borrower to this Agreement, giving effect to the modifications permitted by this Article III, executed by the Borrowers, the Guarantors, the Agents and each Additional Lender (including any new Lender, if any) providing a portion of such Incremental Term Lender party hereto hereby Facility, which such amendment, when so executed, shall amend this Agreement as provided therein. Each Incremental Term Facility shall also require such amendments to the other Loan Documents, and such other new Loan Documents, as the Agents deem necessary or appropriate to effect the modifications permitted by this Article III. The Borrowers agree that: (i) to pay the Commitment (reasonable fees, costs and expenses of the “New Tranche B Commitment”) of each Additional Term Lender Agents relating to any Incremental Facility Amendment and the aggregate amount transactions contemplated thereby. Notwithstanding anything to the contrary in Section 12.02, neither the Incremental Facility Amendment, nor any such amendments to the other Loan Documents or such other new Loan Documents, shall be required to be executed or approved by any Person, other than the Loan Parties, the Required Lenders, the Lenders providing a portion of the Incremental Term Loans which Facility, the Administrative Agent and the Origination Agent, in order to be effective; provided that the execution and approval of the Administrative Agent in respect of any such Incremental Facility Amendment, any such amendment to the other Loan Documents or any such other new Loan Document shall not be borrowed (the “Additional Tranche B Term Loans”) pursuant to this unreasonably withheld or delayed. The effectiveness of any Incremental Facility Amendment shall be in an amount equal to up to $100,000,000 (provided that subject to, among other things, the Borrower shall only be allowed one draw under this Agreement); (ii) the Additional Tranche B Term Loans shall be made satisfaction on the first date on which thereof of each of the conditions set forth in Sections 2.20 and 4.02 of the Credit Agreement and Section 4 hereof have been satisfied in full (the “Incremental Facility Effective Date”), which shall be the Incremental Facility Closing Date with respect to the New Tranche B Commitments; and (iii) the Applicable Rate for the Additional Tranche B Term Loans shall at all times be equal to 2.00% per annum for Eurodollar Loans and 1.00% per annum for ABR Loans. (b) Each Additional Term Lender and the Borrower hereby agree that each Additional Tranche B Term Loan funded pursuant to this Amendment will have the same ranking and all other terms as the Tranche B Term Loans, except that the Additional Tranche B Term Loans shall accrue interest from and including the Incremental Facility Effective Date5.02, and, from and after except as otherwise specified in the applicable Incremental Facility Effective Date, each Additional Term Lender will be a Lender and a Tranche B Lender for any and all purposes under the Credit Agreement. (c) To give effect to the Additional Tranche B Term LoansAmendment, the parties hereto agree that the table set forth in Section 2.10(a) of the Credit Agreement is hereby amended by adding $250,000 to each principal payment due on each payment date beginning with June 30Origination Agent shall have received customary legal opinions, 2007 through December 31, 2010 resolutions and by adding $24,062,500 to the principal payment due each payment date beginning with March 31, 2011 through the Tranche B Maturity Date. (d) The Commitments of each Additional Term Lender hereunder shall terminate if the Additional Tranche B Term Loans are not borrowed in full other customary closing documents and certificates reasonably requested by the fifth Business Day after the date hereofAgents in connection therewith.

Incremental Facility Amendment. (a) The Borrower and each the Additional Term Lender party hereto hereby agree that: (i) the Commitment (the “New Tranche B Commitment”) of each the Additional Term Lender and the aggregate amount of Incremental Term Loans which shall be borrowed (the “Additional Tranche B Term Loans”) pursuant to this Amendment shall be in an amount equal to up to $100,000,000 150,000,000 (provided that the Borrower shall only be allowed one on draw under this Agreement, which shall be for a Borrowing of either $100,000,000 or $150,000,000);; and (ii) the Additional New Tranche B Term Loans shall be made on the first date on which the conditions set forth in Sections 2.20 2.20(a) and 4.02 of the Credit Agreement and Section 4 3 hereof have been satisfied in full (the “Incremental Facility Effective Date”), which shall be the Incremental Facility Closing Date with respect to the New Tranche B Commitments; and (iii) the Applicable Rate for the Additional Tranche B Term Loans shall at all times be equal to 2.00% per annum for Eurodollar Loans and 1.00% per annum for ABR Loans. (b) Each The Additional Term Lender and the Borrower hereby agree that each Additional New Tranche B Term Loan funded pursuant to this Amendment will have the same ranking and all other terms as the Tranche B Term Loans, except that the Additional New Tranche B Term Loans shall accrue interest from and including the Incremental Facility Effective Date, and, from and after the Incremental Facility Effective Date, each the Additional Term Lender will be a Lender and a Tranche B Lender for any and all purposes under the Credit Agreement. (c) To give effect to the Additional Tranche B Term Loans, the parties hereto agree that the table set forth in Section 2.10(a) 2.10 of the Credit Agreement is hereby amended by adding $250,000 375,000 to each principal payment due on each payment date beginning with June 30December 31, 2007 2006 through December 31, 2010 2011 and by adding $24,062,500 142,125,000 to the principal payment payments due each payment date beginning with March 31, 2011 through on the Tranche B Maturity Date. (d) The Commitments of each the Additional Term Lender hereunder shall terminate if the Additional Tranche B Term Loans are not borrowed in full by the fifth Business Day after the date hereof.

Incremental Facility Amendment. (a) With respect to the 2021 New Term Loans, this Amendment is an Incremental Facility Amendment referred to in Section 2.14(d) of the Credit Agreement and, solely with respect to the 2021 Incremental Term Loans, is being incurred in reliance on the Incremental Incurrence Test. The Borrower and each the Additional Term Lender party hereto Lenders hereby agree that: , subject to the satisfaction of the conditions in Article III hereof, on the Second Amendment Effective Date (i) as defined below), the 2021 Refinancing Term Commitment (the “New Tranche B Commitment”) of each Additional 2021 Refinancing Term Lender and the aggregate amount of 2021 Incremental Term Loans which Commitment of each 2021 Incremental Term Lender shall be borrowed (become effective. Subject to the “Additional Tranche B Term Loans”) pursuant to this Amendment shall be in an amount equal to up to $100,000,000 (provided that the Borrower shall only be allowed one draw under this Agreement); (ii) the Additional Tranche B Term Loans shall be made on the first date on which satisfaction of the conditions set forth in Sections 2.20 and 4.02 of the Credit Agreement and Section 4 hereof have been satisfied in full (the “Incremental Facility Effective Date”)Article III hereof, which shall be the Incremental Facility Closing Date with respect to this Amendment shall be the New Tranche B Commitments; and (iii) the Applicable Rate for the Additional Tranche B Term Loans shall at all times be equal to 2.00% per annum for Eurodollar Loans and 1.00% per annum for ABR LoansSecond Amendment Effective Date. (b) Each Additional Except as otherwise expressly set forth herein and on Exhibit A hereto, the 2021 New Term Lender Loans shall have terms that are identical to those of the Existing Term Loans (after giving effect to the amendments set forth herein and the Borrower hereby agree that each Additional Tranche B Amended Credit Agreement). The 2021 Incremental Term Loan funded pursuant Loans shall constitute an increase to this Amendment will the 2021 Refinancing Term Loans and the 2021 Refinancing Term Loans and the 2021 Incremental Term Loans shall have the same ranking terms (after giving effect to the amendments set forth herein and all the Amended Credit Agreement). The Borrower shall pay any fees or other terms as amounts payable to or for the Tranche B Term Loans, except that account of the Additional Tranche B Term Loans shall accrue interest from Lenders at the times and including in the Incremental Facility Effective Date, and, from and after the Incremental Facility Effective Date, each Additional Term Lender will be a Lender and a Tranche B Lender for any and all purposes under manner set forth in the Credit Agreement. (c) To give effect For the avoidance of doubt, on and after the Second Amendment Effective Date, (i) the 2021 Refinancing Term Loans and the 2021 Incremental Term Loans shall constitute a single Class of Loans or Term Commitments under the Credit Agreement; (ii) each of the 2021 Refinancing Term Lenders and the 2021 Incremental Term Lenders shall constitute a single Class of Lenders under the Credit Agreement and (iii) each reference in the Credit Agreement and in each other Loan Document to “Term Loans” or “Initial Term Loans” shall be deemed a reference to the Additional Tranche B 2021 New Term Loans, the parties hereto agree that the table set forth in Section 2.10(a) of the Credit Agreement is hereby amended by adding $250,000 and each reference to each principal payment due on each payment date beginning with June 30, 2007 through December 31, 2010 and by adding $24,062,500 “Term Lenders” or “Initial Term Lenders” shall be deemed a reference to the principal payment due each payment date beginning with March 31, 2011 through the Tranche B Maturity Date2021 New Term Lenders. (d) The Commitments of On the Second Amendment Effective Date, (i) each Additional existing Term Lender hereunder (immediately prior to giving effect to the transactions herein) (each, an “Existing Term Lender”) shall terminate if the Additional Tranche B have its Existing Term Loans are not borrowed prepaid in full by and (ii) the fifth Business Day after Borrower shall pay to each Existing Term Lender all accrued and unpaid interest on and fees related to the date hereofExisting Term Loans to, but not including, the Second Amendment Effective Date. (e) The Borrower shall use the 2021 Incremental Term Loans to prepay a portion of the loans under the Bridge Credit Agreement (as defined in the Amended Credit Agreement) and to pay transaction fees and expenses in connection with the foregoing and this Amendment. (f) On the Second Amendment Effective Date, the 2021 New Term Lenders constitute all of the Lenders under the Credit Agreement, and each such Lender hereby agrees and consents to the amendments to the Existing Credit Agreement as set forth in Exhibit A to this Amendment. (g) The 2021 Refinancing Term Loans shall constitute Refinancing Term Loans under the Credit Agreement and shall meet all the requirements of such Refinancing Term Loans under the Credit Agreement.

Incremental Facility Amendment. (a) The Borrower and each Additional Term Lender party hereto hereby agree that: (i) the Commitment (the “New Tranche B Commitment”) of each Additional Term Lender and the aggregate amount Each tranche of Incremental Term Loans which shall be borrowed (the “Additional Tranche B Term Loans”) pursuant to this Amendment and Limited Condition Transaction Revolving Commitments and each Revolving Commitment Increase shall be in an integral multiple of $5,000,000 and be in an aggregate principal amount equal to up to that is not less than $100,000,000 (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 of Incremental Extensions of Credit set forth above. Each notice from the Borrower pursuant to this Section shall only set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be allowed one draw reasonably satisfactory to the Borrower (and, solely to the extent the approval of the Administrative Agent would otherwise be required for an assignment of the applicable Loans in respect of such Incremental Extension of Credit to such Person, the Administrative Agent) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement); Agreement pursuant to an amendment (iian “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any other Loan Document as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Tranche B Term Loans shall Lenders comparable to the provisions of clause (B) of the second proviso of Section 8.02(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be made subject to the satisfaction on the first effective date on which thereof of each of the conditions set forth in Sections 2.20 Section 4.02 (it being understood and agreed that all references to a Borrowing in Section 4.02 of shall be deemed to refer to the Credit Agreement and Section 4 hereof have been satisfied in full (the “applicable Incremental Facility Effective Date”Amendment), which shall be the Incremental Facility Closing Date with respect to the New Tranche B Commitments; and (iii) the Applicable Rate for the Additional Tranche B Term Loans shall at all times be equal to 2.00% per annum for Eurodollar Loans and 1.00% per annum for ABR Loans. (b) Each Additional Term Lender and the Borrower hereby agree that each Additional Tranche B Term Loan funded pursuant to this Amendment will have the same ranking and all other terms as the Tranche B Term Loans, except that the Additional Tranche B Term Loans shall accrue interest from and including the Incremental Facility Effective Date, and, from and after the Incremental Facility Effective Date, each Additional Term Lender will be a Lender and a Tranche B Lender for any and all purposes under the Credit Agreement. (c) To give effect to the Additional Tranche B Term Loans, the parties hereto agree that the table set forth in Section 2.10(a) of the Credit Agreement is hereby amended by adding $250,000 to each principal payment due on each payment date beginning with June 30, 2007 through December 31, 2010 and by adding $24,062,500 to the principal payment due each payment date beginning with March 31, 2011 through the Tranche B Maturity Date. (d) The Commitments of each Additional Term Lender hereunder shall terminate if the Additional Tranche B Term Loans are not borrowed in full by the fifth Business Day after the date hereof.

Incremental Facility Amendment. (a) The Borrower and each Additional Each 2020 Incremental Term Loan Lender party (immediately following the effectiveness of Section 1 above) hereby agrees to provide the commitment for the amount of the 2020 Incremental Term Loans set forth opposite its name on Schedule 1 hereto hereby agree that: (i) the Commitment (the “New Tranche B Commitment2020 Incremental Term Loan Commitments”). Each 2020 Incremental Revolving Facility Lender (immediately following the effectiveness of Section 1 above) of each Additional Term Lender and hereby agrees to make available the aggregate commitment for the amount of the 2020 Incremental Revolving Facility Commitment set forth opposite its name on Schedule 1 hereto to the Borrower as an increase to the Revolving Credit Commitment in effect immediately prior to the First Amendment Effective Date. The 2020 Incremental Term Loans which shall be borrowed (the “Additional Tranche B Term Loans”) Loan Commitments and 2020 Incremental Revolving Facility Commitments provided pursuant to this First Amendment shall be in an amount equal subject to up to $100,000,000 (provided that all of the Borrower shall only be allowed one draw under this Agreement); (ii) the Additional Tranche B Term Loans shall be made on the first date on which the terms and conditions set forth in the Amended Credit Agreement, including, without limitation, Sections 2.20 2.01 and 4.02 2.22 thereof. The Administrative Agent, Holdings and the Borrower agree that this Section 2 is necessary and appropriate, in each of their reasonable opinions, to effect the provisions of Section 2.22 of the Existing Credit Agreement and Section 4 hereof have been satisfied in full (the “shall constitute an Incremental Facility Effective Date”), which shall be Amendment pursuant to and in accordance with Section 2.22 of the Incremental Facility Closing Date with respect to the New Tranche B Commitments; and (iii) the Applicable Rate for the Additional Tranche B Term Loans shall at all times be equal to 2.00% per annum for Eurodollar Loans and 1.00% per annum for ABR LoansAmended Credit Agreement. (b) Each Additional Upon the incurrence of the 2020 Incremental Term Lender and the Borrower hereby agree that each Additional Tranche B Term Loan funded Loans pursuant to this Amendment will have the same ranking and all other terms as the Tranche B First Amendment, such 2020 Incremental Term Loans, except that upon funding, will (i) be an increase in the Additional Tranche B Initial Term Loans shall accrue interest from and including outstanding prior to the Incremental Facility First Amendment Effective Date, and(ii) constitute Initial Term Loans for all purposes of the Amended Credit Agreement, from except as otherwise set forth herein, and after (iii) together with the Initial Term Loans outstanding prior to the First Amendment Effective Date, be treated as one Class of Term Loans. (c) Upon the 2020 Incremental Revolving Facility Commitments becoming available pursuant to the First Amendment, such 2020 Incremental Revolving Facility Commitments (and any related Loans funded pursuant thereto) will (i) be an increase in the Initial Revolving Credit Commitment available prior to the First Amendment Effective Date, (ii) upon funding, constitute Initial Revolving Loans for all purposes of the Amended Credit Agreement, except as otherwise set forth herein, and (iii) together with the Initial Revolving Loans outstanding prior to the First Amendment Effective Date, be treated as one Class of Revolving Loans. (d) Upon the occurrence of the First Amendment Effective Date, each Additional 2020 Incremental Term Loan Lender will be (i) shall make the 2020 Incremental Term Loans as provided in this First Amendment on the terms, and subject to the conditions, set forth in this First Amendment and (ii) to the extent provided in this First Amendment and the Amended Credit Agreement, shall have the rights and obligations of a Lender thereunder and a Tranche B Lender for any and all purposes under the other applicable Loan Documents. (e) Upon the occurrence of the First Amendment Effective Date, (x) each 2020 Incremental Revolving Facility Lender (i) shall make the 2020 Incremental Revolving Facility Commitments available as provided in this First Amendment on the terms, and subject to the conditions, set forth in this First Amendment and (ii) to the extent provided in this First Amendment and the Amended Credit Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Loan Documents and (y) all outstanding Revolving Loans and other Initial Revolving Credit Exposure outstanding immediately prior to the First Amendment Effective Date (if any) shall be reallocated in accordance with the provisions of Section 2.22(f) of the Existing Credit Agreement. (cf) To give effect The 2020 Incremental Term Loan Commitments of each 2020 Incremental Term Loan Lender shall automatically terminate upon the funding of the 2020 Incremental Term Loans on the First Amendment Effective Date. (g) Each 2020 Incremental Term Loan Lender and 2020 Incremental Revolving Facility Lender (i) confirms that it has received a copy of the Existing Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this First Amendment; (ii) agrees that it will, independently and without reliance upon the Additional Tranche B Term LoansAdministrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the parties hereto agree Credit Agreement; (iii) appoints and authorizes Administrative Agent and Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent and Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the table set forth in Section 2.10(a) obligations which by the terms of the Credit Agreement is hereby amended are required to be performed by adding $250,000 to each principal payment due on each payment date beginning with June 30, 2007 through December 31, 2010 and by adding $24,062,500 to the principal payment due each payment date beginning with March 31, 2011 through the Tranche B Maturity Dateit as a Lender. (dh) The Administrative Agent and, with respect to clause (ii) below, the Swingline Lender and Issuing Banks, hereby consents to (i) the 2020 Incremental Term Loan Lenders party hereto providing the 2020 Incremental Term Loan Commitments of each Additional Term Lender hereunder shall terminate if and the Additional Tranche B 2020 Incremental Term Loans are not borrowed in full by on the fifth Business Day after terms set forth herein and (ii) the date hereof2020 Incremental Revolving Facility Lenders party hereto providing the 2020 Incremental Revolving Facility Commitments on the terms set forth herein.

Incremental Facility Amendment. (a) The Borrower and each Additional 2020 Incremental Term Loan Lender party hereto (immediately following the effectiveness of Section 1 above) hereby agree that: (i) agrees to provide the Commitment commitment for the entire amount of the 2020 Incremental Term Loans (the “New Tranche B 2020 Incremental Term Loan Commitment”) of each Additional Term Lender and the aggregate amount of ). The 2020 Incremental Term Loans which shall be borrowed (the “Additional Tranche B Term Loans”) Loan Commitment provided pursuant to this First Amendment shall be in an amount equal subject to up to $100,000,000 (provided that all of the Borrower shall only be allowed one draw under this Agreement); (ii) the Additional Tranche B Term Loans shall be made on the first date on which the terms and conditions set forth in the Amended Credit Agreement, including, without limitation, Sections 2.20 2.01(b) and 4.02 2.22 thereof. The 2020 Incremental Term Loan Lender, the Administrative Agent, Holdings and the Borrower agree that this Section 2 of the First Amendment is necessary and appropriate, in each of their reasonable opinions, to effect the provisions of Section 2.22 of the Amended Credit Agreement and Section 4 hereof have been satisfied in full (the “shall constitute an Incremental Facility Effective Date”), which shall be Amendment pursuant to and in accordance with Section 2.22 of the Incremental Facility Closing Date with respect to the New Tranche B Commitments; and (iii) the Applicable Rate for the Additional Tranche B Term Loans shall at all times be equal to 2.00% per annum for Eurodollar Loans and 1.00% per annum for ABR LoansAmended Credit Agreement. (b) Each Additional Upon the incurrence of the 2020 Incremental Term Lender Loans pursuant to the First Amendment, such 2020 Incremental Term Loans, upon funding, will (i) be an increase in the Initial Term Loans outstanding prior to the First Amendment Effective Date, (ii) constitute Initial Term Loans for all purposes of the Amended Credit Agreement, except as otherwise set forth herein, and (iii) together with the Borrower hereby agree that each Additional Tranche B Initial Term Loan funded Loans outstanding prior to the First Amendment Effective Date, be treated as one Class of Term Loans. The Incremental Term Loans, once disbursed pursuant to this Amendment will have First Amendment, shall be assigned the same ranking and all other terms CUSIP as the Tranche B Initial Term Loans, except that the Additional Tranche B Term Loans shall accrue interest from and including the Incremental Facility Effective Date, and, from and after the Incremental Facility Effective Date, each Additional Term Lender will be a Lender and a Tranche B Lender for any and all purposes under the Credit Agreement. (c) To give effect Upon the occurrence of the First Amendment Effective Date, the 2020 Incremental Term Loan Lender (i) shall be obligated to make the 2020 Incremental Term Loans as provided in this First Amendment on the terms, and subject to the Additional Tranche B Term Loansconditions, the parties hereto agree that the table set forth in Section 2.10(athis First Amendment and (ii) of the Credit Agreement is hereby amended by adding $250,000 to each principal payment due on each payment date beginning with June 30, 2007 through December 31, 2010 and by adding $24,062,500 to the principal payment due each payment date beginning with March 31extent provided in this First Amendment and the Amended Credit Agreement, 2011 through shall have the Tranche B Maturity Daterights and obligations of a Lender thereunder and under the other applicable Loan Documents. (d) The Commitments 2020 Incremental Term Loan Commitment of each Additional the 2020 Incremental Term Loan Lender hereunder shall automatically terminate if upon the Additional Tranche B funding of the 2020 Incremental Term Loans are not borrowed in full by on the fifth Business Day after the date hereofFirst Amendment Effective Date.

Incremental Facility Amendment. (a) The Borrower parties hereto agree and acknowledge that for all purposes this Amendment shall be considered an “Incremental Facility Amendment,” as such term is defined in and used in the Credit Agreement, each Incremental Revolving Tranche Credit Facility shall constitute an “Incremental Revolving Tranche Facility,” as such term is defined in and used in the Credit Agreement and each Additional Term Lender party hereto hereby agree that: Incremental Revolving Tranche Facility shall constitute a Facility separate from the other Incremental Revolving Tranche Facility for all purposes of the Credit Agreement, including for determining (i) the Commitment Applicable Percentages of each Incremental Revolving Tranche Lender with respect to each Incremental Revolving Tranche Facility, (ii) whether, as to an Incremental Revolving Tranche Facility, an Incremental Revolving Tranche Lender is an Appropriate Lender, (iii) which Lenders constitute Required Incremental Revolving Tranche Lenders as to such Incremental Revolving Tranche Facility, and (iv) the “New Incremental Revolving Tranche B Commitment”Exposure with respect to each Incremental Revolving Tranche Facility; provided that for the purpose of computing the usage of the basket in clause (a) of each Additional Term Lender and the first sentence of subsection 2.6 of the Credit Agreement, the aggregate amount of outstanding Incremental Term Revolving Tranche Commitments (as defined below) and Incremental Revolving Tranche Loans which shall be borrowed (the “Additional Tranche B Term Loans”as defined below) provided pursuant to this Amendment shall be disregarded. In furtherance of the foregoing, in an amount equal to up to $100,000,000 (provided that the Borrower shall only be allowed one draw under this Agreement); (ii) the Additional Tranche B Term Loans shall be made on the first date on which the conditions set forth all instances in Sections 2.20 and 4.02 of the Credit Agreement and Section 4 hereof have been satisfied in full (where references appear to “the Incremental Revolving Tranche Facility”, “the Incremental Facility Effective DateRevolving Tranche Commitments” or “the Incremental Revolving Tranche Loans”), which such references shall be deemed to refer to “each applicable Incremental Revolving Tranche Facility”, “the applicable Incremental Facility Closing Date Revolving Tranche Commitments” and “the applicable Incremental Revolving Tranche Loans,” as appropriate, mutatis mutandis. The Incremental Revolving Tranche Facilities shall rank pari passu in right of payment and of security with respect to the New Tranche B Commitments; and (iii) the Applicable Rate for the Additional Tranche B Term Loans shall at all times be equal to 2.00% per annum for Eurodollar Loans and 1.00% per annum for ABR Loans. (b) Each Additional Term Lender and the Borrower hereby agree that each Additional Tranche B Term Loan funded pursuant to this Amendment will have the same ranking and all other terms as the Tranche B Term Loans, except that the Additional Tranche B Term Loans shall accrue interest from and including the Incremental Facility Effective Date, and, from and after the Incremental Facility Effective Date, each Additional Term Lender will be a Lender and a Tranche B Lender for any and all purposes Facilities existing under the Credit AgreementAgreement on the Amendment Effective Date (as defined below). (c) To give effect to the Additional Tranche B Term Loans, the parties hereto agree that the table set forth in Section 2.10(a) of the Credit Agreement is hereby amended by adding $250,000 to each principal payment due on each payment date beginning with June 30, 2007 through December 31, 2010 and by adding $24,062,500 to the principal payment due each payment date beginning with March 31, 2011 through the Tranche B Maturity Date. (d) The Commitments of each Additional Term Lender hereunder shall terminate if the Additional Tranche B Term Loans are not borrowed in full by the fifth Business Day after the date hereof.