Common use of Incremental Facility Loans Clause in Contracts

Incremental Facility Loans. In addition to borrowings of Term Loans and Revolving Credit Loans, at any time during the Incremental Facility Availability Period the Company may from time to time request the Lenders offer to enter into commitments to make additional term loans to the Company hereunder, which commitment of any Lender shall not be less than $5,000,000 and not greater than $200,000,000. In the event that one or more of the Lenders offer, in their sole discretion, to enter into such commitments, and such Lenders and the Company agree as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and the fees (if any) to be payable by the Company in connection therewith, such Lenders shall become obligated to make Incremental Facility Loans under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made pursuant to any such agreement between the Company and one or more Lenders in response to any such request by the Company shall be deemed to be a separate "Series" of Incremental Facility Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Facility Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans) shall be $50,000,000 and (ii) the aggregate principal amount of all Incremental Facility Commitments and Incremental Facility Loans shall not exceed $200,000,000. Incremental Facility Term Loans borrowed and repaid prior to but not including the Quarterly Date falling on or nearest to December 31, 1999 may not be reborrowed.

Incremental Facility Loans. In addition Subject to borrowings the terms and conditions of Term Loans this Agreement (including, without limitation, Sections 2.11 and Revolving Credit Loans2.14(a)), at any time during the each Lender with an Incremental Facility Availability Period Commitment severally agrees to make one or more loans in Dollars to the Company may Borrower from time to time request from and including the Lenders offer Restatement Effective Date to enter into commitments but excluding the Incremental Facility Commitment Termination Date up to make additional term loans to the Company hereunder, which commitment of any Lender shall but not be less than $5,000,000 and not greater than $200,000,000. In the event that one or more of the Lenders offer, in their sole discretion, to enter into such commitments, and such Lenders and the Company agree as to exceeding the amount of such commitments Lender's Incremental Facility Commitment as then in effect; provided, that shall be allocated after giving effect to the respective Lenders making such offers and the fees (if any) to be payable by the Company in connection therewith, such Lenders shall become obligated to make of any Incremental Facility Loans under this Agreement in an amount equal to no event shall the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made pursuant to any such agreement between the Company and one or more Lenders in response to any such request by the Company shall be deemed to be a separate "Series" of Incremental Facility Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Facility Loans made through such date exceed the Incremental Facility Commitments entered into pursuant then in effect. (Such loans referred to any in this Section 2.1(a)(ii) now or hereafter made by the Lenders to the Borrower, including, without limitation, such request (andloans which remain outstanding after the Incremental Facility Commitment Termination Date, accordingly, are hereinafter collectively called the minimum aggregate principal amount "Incremental Facility Loans".) The Borrower may not reborrow the Incremental Facility Loans which have been repaid. The unused portion of any Series the each Lender's Incremental Facility Commitment shall expire and such Lender's unused portion of Incremental Facility Loans) Commitment shall automatically be $50,000,000 and (ii) permanently reduced by such amount on the aggregate principal amount of all Incremental Facility Commitments and Incremental Facility Loans shall not exceed $200,000,000. Incremental Facility Term Loans borrowed and repaid prior to but not including the Quarterly Date falling on or nearest to December 31, 1999 may not be reborrowedCommitment Termination Date.

Incremental Facility Loans. In addition (a) Subject to borrowings the terms and conditions of Term Loans and Revolving Credit Loansthis Agreement, at any time during the Borrower may request the Incremental Facility Availability Period Commitment on any Business Day on or prior to December 31, 2003; provided, however, that the Company Borrower may from time to time not request the Lenders offer to enter into commitments to make additional term loans to the Company hereunder, which commitment of any Lender shall not be less than $5,000,000 and not greater than $200,000,000. In the event that one or more of the Lenders offer, in their sole discretion, to enter into such commitments, and such Lenders and the Company agree as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and the fees (if any) to be payable by the Company in connection therewith, such Lenders shall become obligated to make Incremental Facility Loans under this Agreement in Commitment or an amount equal to the amount of their respective Incremental Facility Commitments. The Advance after the occurrence and during the continuance of a Default, including, without limitation, any Default that would result after giving effect to any Incremental Facility Loans to be made pursuant to any such agreement between Advance; and provided, further, that the Company and one or more Lenders in response to any such Borrower may request by the Company shall be deemed to be a separate "Series" of Incremental Facility Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, only five (i5) the minimum aggregate principal amount of Incremental Facility Commitments entered into pursuant to any (although such commitments may be from more than one Lender) and must request (and, accordingly, the a minimum Incremental Facility Commitment of $20,000,000.00. The aggregate principal amount of any Series of Incremental Facility Loans) shall be $50,000,000 and (ii) the aggregate principal amount of all Incremental Facility Commitments and outstanding Incremental Facility Loans shall not exceed $200,000,000100,000,000.00. The maturity date for the Incremental Facility Loans shall be no earlier than six (6) calendar months after the Term Loan Maturity Date and the average life of each Incremental Facility Loan shall be longer than the average life of the Term Loan. The decision of any Lender to make an Incremental Facility Commitment to the Borrower shall be at such Lender's sole discretion and shall be made in writing. The Incremental Facility Commitment (x) must be in the form of a term loan facility, (y) must not require principal repayment earlier, or in amount larger (or percentage greater), than those set forth in the repayment schedule for the Term Loans borrowed as set forth in Section 2.7(b) hereof and repaid prior to (z) must be governed by this Agreement and the other Loan Documents and be on terms and conditions no more restrictive than those set forth herein and therein. Each Lender shall have the right, but not including the Quarterly Date falling obligation, to participate in any Incremental Facility Commitment on or nearest to December 31, 1999 may not be reborroweda pro rata basis.

Incremental Facility Loans. In addition to borrowings of Term -------------------------- Loans and Revolving Credit LoansLoans provided above, at any time during the Incremental Facility Availability Period the Company Borrowers may from time to time request that the Lenders offer to enter into commitments to make additional term loans to the Company Borrowers hereunder, which commitment of any Lender shall not be less than $5,000,000 10,000,000 and not greater than $200,000,000100,000,000. In the event that one or more of the Lenders offer, in their sole discretion, to enter into such commitments, and such Lenders and the Company Borrowers agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and offers, the fees (if any) to be payable by the Company Borrowers in connection therewiththerewith and the amortization and interest rate to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made pursuant to any such agreement between the Company Borrowers and one or more Lenders in response to any such request by the Company Borrowers shall be deemed to be a separate "Series" of ------ Incremental Facility Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Facility Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans) shall be $50,000,000 and 25,000,000, (ii) the aggregate principal amount of all unused Incremental Facility Commitments and Incremental Facility Loans shall not exceed $200,000,000. 200,000,000 and (iii) in no event shall the final maturity date for the Incremental Facility Loans of any Series be earlier than the final Principal Payment Date for the Term Loans, nor shall the amortization for any Incremental Facility Loans of any Series be at a rate faster (i.e. earlier) than the rate of amortization of the Term Loans borrowed and repaid prior (the determination of whether or not such amortization is faster to but not including be made by the Quarterly Date falling on or nearest to December 31, 1999 may not be reborrowedAdministrative Agent).

Incremental Facility Loans. In addition to borrowings of Term Loans and Revolving Credit Loans, at any time during the Incremental Facility Availability Period the Company Borrower may from time to time request the Lenders offer to enter into commitments to make additional term revolving loans to the Company Borrower hereunder, which commitment of any Lender shall not be less than $5,000,000 10,000,000 and not greater than $200,000,000250,000,000. In the event that one or more of the Lenders offer, in their sole discretion, to enter into such commitments, and such Lenders and the Company Borrower agree as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and the fees (if any) to be payable by the Company Borrower in connection therewith, such Lenders shall become obligated to make Incremental Facility Loans under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made pursuant to any such agreement between the Company Borrower and one or more Lenders in response to any such request by the Company Borrower shall be deemed to be a separate "Series" of Incremental Facility Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Facility Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans) shall be $50,000,000 25,000,000 and (ii) the aggregate principal amount of all Incremental Facility Commitments and Borrowings of Incremental Facility Loans shall not exceed $200,000,000250,000,000. Following agreement by the Borrower and one or more of the Lenders as provided above, subject to the terms and conditions set forth herein, each Incremental Facility Term Lender of any Series agrees to make Incremental Facility Loans borrowed of such Series to the Borrower from time to time during the period from and repaid prior including the date of such agreement to but not including the Quarterly Date falling on or nearest Maturity Date, in an aggregate principal amount up to December 31but not exceeding the Five Year Credit Agreement amount of the Incremental Facility Commitment of such Series of such Incremental Facility Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, 1999 the Borrower may not be reborrowedborrow, prepay and reborrow Incremental Facility Loans of any Series as the Borrower shall from time to time select.

Incremental Facility Loans. In addition to borrowings of Term Loans and -------------------------- Revolving Credit LoansLoans provided above, at any time during the Incremental Facility Availability Period the Company Borrowers may from time to time request that the Lenders offer to enter into commitments to make additional term loans to the Company Borrowers hereunder, which commitment of any Lender shall not be less than $5,000,000 10,000,000 and not greater than $200,000,000100,000,000. In the event that one or more of the Lenders offer, in their sole discretion, to enter into such commitments, and such Lenders and the Company Borrowers agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and offers, the fees (if any) to be payable by the Company Borrowers in connection therewiththerewith and the amortization and interest Credit Agreement ---------------- rate to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made pursuant to any such agreement between the Company Borrowers and one or more Lenders in response to any such request by the Company Borrowers shall be deemed to be a separate "Series" of Incremental Facility Loans for all purposes of this ------ Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Facility Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans) shall be $50,000,000 and 25,000,000, (ii) the aggregate principal amount of all unused Incremental Facility Commitments and Incremental Facility Loans shall not exceed $200,000,000. 200,000,000 and (iii) in no event shall the final maturity date for the Incremental Facility Loans of any Series be earlier than the final Principal Payment Date for the Term Loans, nor shall the amortization for any Incremental Facility Loans of any Series be at a rate faster (i.e. earlier) than the rate of amortization of the Term Loans borrowed and repaid prior (the determination of whether or not such amortization is faster to but not including be made by the Quarterly Date falling on or nearest to December 31, 1999 may not be reborrowedAdministrative Agent).

Incremental Facility Loans. In addition to borrowings of Term Loans, Revolving Credit Loans and Revolving Credit Acquisition Loans, at any time during the Incremental Facility Availability Period Commitment Period, the Company Borrower may from time to time request that the Lenders offer to enter into commitments to make additional term loans to the Company Borrower hereunder, which commitment commitments shall, with respect to any Series (as defined below) of any Lender shall Incremental Term Loans, not be less than $5,000,000 and not 10,000,000 nor greater than $200,000,00050,000,000 in the aggregate. In Subject to the terms and conditions hereof, in the event that one or more of the Lenders offer, in their sole discretion, to enter into such commitments, and the Agent, such Lenders and the Company Borrower agree as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and the fees (if any) to be payable by the Company Borrower in connection therewiththerewith and the other terms of such Incremental Facility Loans, then such Lenders shall become obligated to make Incremental Facility Loans under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made pursuant to any such agreement between the Company Borrower and one or more Lenders in response to any such request by the Company shall be deemed to be a separate "SeriesSERIES" of Incremental Facility Loans for all purposes of this Agreement. Anything herein No Lender shall be obligated to the contrary notwithstanding, (i) the minimum aggregate principal amount of make any Incremental Facility Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount Loans of any Series of Incremental Facility Loans) shall be $50,000,000 and (ii) the aggregate principal amount of all Incremental Facility Commitments and no Incremental Facility Loans of any Series shall not exceed $200,000,000. Incremental Facility Term Loans borrowed and repaid prior be permitted to but not including the Quarterly Date falling on or nearest to December 31be made, 1999 may not be reborrowed.UNLESS:

Incremental Facility Loans. In addition (a) Subject to borrowings the terms and conditions of Term Loans and Revolving Credit Loansthis Agreement, at any time during the Borrower may request the Incremental Facility Availability Period Commitment on any Business Day on or prior to December 31, 2005; provided, however, that the Company Borrower may from time to time not request the Lenders offer to enter into commitments to make additional term loans to the Company hereunder, which commitment of any Lender shall not be less than $5,000,000 and not greater than $200,000,000. In the event that one or more of the Lenders offer, in their sole discretion, to enter into such commitments, and such Lenders and the Company agree as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and the fees (if any) to be payable by the Company in connection therewith, such Lenders shall become obligated to make Incremental Facility Loans under this Agreement in Commitment or an amount equal to the amount of their respective Incremental Facility Commitments. The Advance after the occurrence and during the continuance of a Default, including, without limitation, any Default that would result after giving effect to any Incremental Facility Loans to be made pursuant to any such agreement between Advance; and provided, further, that the Company and one or more Lenders in response to any such Borrower may request by the Company shall be deemed to be a separate "Series" of Incremental Facility Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, only five (i5) the minimum aggregate principal amount of Incremental Facility Commitments entered into pursuant to any (although such commitments may be from more than one Lender) and must request (and, accordingly, the a minimum Incremental Facility Commitment of $25,000,000.00. The aggregate principal amount of any Series of Incremental Facility Loans) shall be $50,000,000 and (ii) the aggregate principal amount of all Incremental Facility Commitments and outstanding Incremental Facility Loans shall not exceed $200,000,000300,000,000.00. The maturity date for the Incremental Facility Loans shall be no earlier than six (6) calendar months after the Term Loan Maturity Date and the average life of each Incremental Facility Loan shall be longer than the average life of the Term Loan. The decision of any Lender to make an Incremental Facility Commitment to the Borrower shall be at such Lender's sole discretion and shall be made in writing. The Incremental Facility Commitment (x) must be in the form of a term loan facility, (y) must not require principal repayment earlier, or in amount larger (or percentage greater), than those set forth in the repayment schedule for the Term Loans borrowed as set forth in Section 2.7(b) hereof and repaid prior to (z) must be governed by this Agreement and the other Loan Documents and be on terms and conditions no more restrictive than those set forth herein and therein. Each Lender shall have the right, but not including the Quarterly Date falling obligation, to participate in any Incremental Facility Commitment on or nearest to December 31, 1999 may not be reborroweda pro rata basis.