Common use of Incremental Revolving Credit Loans Clause in Contracts

Incremental Revolving Credit Loans. At any time during the period commencing after the First Amendment Date and continuing through and including the date that is 120 days prior to the Maturity Date, the Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more increases in the aggregate Revolving Credit Commitment (each an “Incremental Revolving Credit Commitment”) to make incremental revolving credit loans (any such increase, an “Incremental Revolving Credit Increase” and such revolving credit loans, the “Incremental Revolving Credit Loans”); provided that (a) the total aggregate amount of all such Incremental Revolving Credit Commitments shall not (as of any date of incurrence thereof) exceed $50,000,000 and (b) the total aggregate amount of each Incremental Revolving Credit Commitment shall not be less than a minimum principal amount of $15,000,000 or, if less, the remaining amount permitted pursuant to clause (a) preceding. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that any Incremental Revolving Credit Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent. The Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent, to provide a Incremental Revolving Credit Commitment (any such Person, subject to the succeeding proviso, an “Incremental Lender”); provided, however, that no such Person may be an Incremental Lender unless such Person meets all of the requirements of an assignee of the rights and obligations of a Lender under Section 14.10(b) of this Agreement. Any Lender or any Incremental Lender offered or approached to provide all or a portion of any Incremental Revolving Credit Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Credit Commitment. Any Incremental Revolving Credit Commitment shall become effective as of such Increased Amount Date; provided that: (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to (A) any Incremental Revolving Credit Commitment, (B) the making of any Incremental Revolving Credit Loans pursuant thereto and (C) any Permitted Acquisition consummated in connection therewith; (ii) the Administrative Agent and the Lenders shall have received from the Borrower an Officer’s Compliance Certificate demonstrating that the Borrower will be in compliance on a pro forma basis with the financial covenants set forth in Section 10.1, Section 10.2 and Section 10.3 of this Agreement both before and after giving effect to (A) any Incremental Revolving Credit Commitment, (B) the making of any Incremental Revolving Credit Loans pursuant thereto and (C) any Permitted Acquisition consummated in connection therewith; (iii) each Incremental Revolving Credit Commitment (and the Incremental Revolving Credit Loans made thereunder) shall constitute Obligations of the Borrower and shall be secured and guaranteed with the other Extensions of Credit on a pari passu basis; (iv) in the case of each Incremental Revolving Credit Increase (the terms of which shall be set forth the relevant Lender Joinder Agreement): (A) such Incremental Revolving Credit Increase shall mature on the Maturity Date, shall bear interest at the rate applicable to the Revolving Credit Loans and shall be subject to the same terms and conditions as the Revolving Credit Loans, except for the payment of any upfront fees, arrangement fees or similar fees which may be required in connection with or as a condition to any Lender’s or Incremental Lender’s agreement to provide an Incremental Revolving Credit Commitment; (B) the outstanding Revolving Credit Loans and Revolving Credit Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated by the Administrative Agent on the applicable Increased Amount Date among the Lenders (including the Incremental Lenders providing such Incremental Revolving Credit Increase) in accordance with their revised Revolving Credit Commitment Percentages (and the Lenders (including the Incremental Lenders providing such Incremental Revolving Credit Increase) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to Section 5.9 in connection with such reallocation as if such reallocation were a repayment); and (C) except as may be provided in this Section 5.15 above, all of the other terms and conditions applicable to such Incremental Revolving Credit Increase shall be, except to the extent as may be otherwise provided in this Section 5.15, identical to the terms and conditions applicable to the existing Revolving Credit Facility; (v) any Incremental Lender with an Incremental Revolving Credit Increase shall be entitled to the same voting rights as the existing Revolving Credit Lenders under the Revolving Credit Facility and any Extensions of Credit made in connection with each Incremental Revolving Credit Increase shall receive proceeds of prepayments on the same basis as the other Revolving Credit Loans made hereunder; (vi) such Incremental Revolving Credit Commitments shall be effected pursuant to one or more Lender Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and the applicable Incremental Lenders (which Lender Joinder Agreement 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 5.15); and (vii) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Credit Party authorizing such Incremental Revolving Credit Increase and a certificate certifying that, both before and after giving effect to such Incremental Revolving Credit Increase, all representations and warranties contained in this Agreement and the other Loan Documents are true and correct as provided in Section 6.2(a)) reasonably requested by Administrative Agent in connection with any such transaction.

Incremental Revolving Credit Loans. At any time during (a) Each Incremental Revolving Lender hereby severally, but not jointly, agrees to (i) provide the period commencing Incremental Revolving Credit Commitments on the First Incremental Facility Effective Date and (ii) become an Issuing Bank under the Credit Agreement so that, effective as of the First Incremental Facility Effective Date, its Revolving Credit Commitments and pro rata share under the Revolving Credit Facility (including the LC Sublimit) shall be as set forth on Exhibit A attached hereto. (b) The Incremental Revolving Credit Commitments (a) shall constitute additional Revolving Credit Commitments under the Credit Agreement and (b) after giving effect to this Agreement and the occurrence of the First Incremental Facility Effective Date, shall have the same terms as the existing Revolving Credit Commitments under the Credit Agreement. (c) From and after the First Amendment Date Incremental Facility Effective Date, each Incremental Revolving Lender shall constitute a “Revolving Credit Lender”, a “Lender” and continuing through an “Issuing Bank”, in each case, for all purposes of the Credit Agreement and including the date that is 120 days other Loan Documents. (d) On the First Incremental Facility Effective Date, each Revolving Credit Lender under the Revolving Credit Facility immediately prior to this Incremental Revolving Increase will automatically and without further act be deemed to have assigned to each Incremental Revolving Lender, and each Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit (if any) under the Maturity DateRevolving Credit Facility such that, after giving effect to each such deemed assignment and assumption of participations, the Borrower percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Credit Lender in the Revolving Credit Facility (including each such Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders in the Revolving Credit Facility represented by such Revolving Credit Lender’s Revolving Credit Commitment thereunder. (e) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all actions as may be reasonably necessary to ensure that, after giving effect to the Incremental Revolving Increase, the outstanding Revolving Credit Loans (if any) are held by written the Revolving Credit Lenders in accordance with their respective Applicable Percentages in respect of the Revolving Credit Facility. (f) This Agreement shall constitute notice to the Administrative Agent elect to request by the establishment of one or more increases in Borrower requesting the aggregate Revolving Credit Commitment (each an “Incremental Revolving Credit Commitment”) to make incremental revolving credit loans (any such increase, an “Incremental Revolving Credit Increase” and such revolving credit loans, the “Incremental Revolving Credit Loans”); provided that (a) the total aggregate amount of all such Incremental Revolving Credit Commitments shall not (as of any date of incurrence thereof) exceed $50,000,000 and (b) the total aggregate amount of each Incremental Revolving Credit Commitment shall not be less than a minimum principal amount of $15,000,000 or, if less, the remaining amount permitted pursuant to clause (aSection 2.23(a) preceding. Each of the Credit Agreement, and, for the avoidance of doubt, shall satisfy such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that any Incremental Revolving Credit Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent. The Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent, to provide a Incremental Revolving Credit Commitment (any such Person, subject to the succeeding proviso, an “Incremental Lender”); provided, however, that no such Person may be an Incremental Lender unless such Person meets all of the requirements of an assignee of the rights and obligations of a Lender under Section 14.10(b) of this Agreement. Any Lender or any Incremental Lender offered or approached to provide all or a portion of any Incremental Revolving Credit Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Credit Commitment. Any Incremental Revolving Credit Commitment shall become effective as of such Increased Amount Date; provided that: (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to (A) any Incremental Revolving Credit Commitment, (B) the making of any Incremental Revolving Credit Loans pursuant thereto and (C) any Permitted Acquisition consummated in connection therewith; (ii) the Administrative Agent and the Lenders shall have received from the Borrower an Officer’s Compliance Certificate demonstrating that the Borrower will be in compliance on a pro forma basis with the financial covenants requirement set forth in Section 10.1, Section 10.2 and Section 10.3 of this Agreement both before and after giving effect to (A2.23(a) any Incremental Revolving Credit Commitment, (B) the making of any Incremental Revolving Credit Loans pursuant thereto and (C) any Permitted Acquisition consummated in connection therewith; (iii) each Incremental Revolving Credit Commitment (and the Incremental Revolving Credit Loans made thereunder) shall constitute Obligations of the Borrower and shall be secured and guaranteed with the other Extensions of Credit on a pari passu basis; (iv) in the case of each Incremental Revolving Credit Increase (the terms of which shall be set forth the relevant Lender Joinder Agreement): (A) such Incremental Revolving Credit Increase shall mature on the Maturity Date, shall bear interest at the rate applicable to the Revolving Credit Loans and shall be subject to the same terms and conditions as the Revolving Credit Loans, except for the payment of any upfront fees, arrangement fees or similar fees which may be required in connection with or as a condition to any Lender’s or Incremental Lender’s agreement to provide an Incremental Revolving Credit Commitment; (B) the outstanding Revolving Credit Loans and Revolving Credit Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated by the Administrative Agent on the applicable Increased Amount Date among the Lenders (including the Incremental Lenders providing such Incremental Revolving Credit Increase) in accordance with their revised Revolving Credit Commitment Percentages (and the Lenders (including the Incremental Lenders providing such Incremental Revolving Credit Increase) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to Section 5.9 in connection with such reallocation as if such reallocation were a repayment); and (C) except as may be provided in this Section 5.15 above, all of the other terms and conditions applicable to such Incremental Revolving Credit Increase shall be, except to the extent as may be otherwise provided in this Section 5.15, identical to the terms and conditions applicable to the existing Revolving Credit Facility; (v) any Incremental Lender with an Incremental Revolving Credit Increase shall be entitled to the same voting rights as the existing Revolving Credit Lenders under the Revolving Credit Facility and any Extensions of Credit made in connection with each Incremental Revolving Credit Increase shall receive proceeds of prepayments on the same basis as the other Revolving Credit Loans made hereunder; (vi) such Incremental Revolving Credit Commitments shall be effected pursuant to one or more Lender Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and the applicable Incremental Lenders (which Lender Joinder Agreement 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 5.15); and (vii) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Credit Party authorizing such Incremental Revolving Credit Increase and a certificate certifying that, both before and after giving effect to such Incremental Revolving Credit Increase, all representations and warranties contained in this Agreement and the other Loan Documents are true and correct as provided in Section 6.2(a)) reasonably requested by Administrative Agent in connection with any such transaction.

Incremental Revolving Credit Loans. At In addition to Borrowings ---------------------------------- of Revolving Credit Loans, A Term Loans and B Term Loans pursuant to paragraphs (a), (b) and (c) above, at any time during the period commencing after the First Amendment Date and continuing through and including the date that is 120 days from time to time prior to the Maturity DateDecember 30, 2001, the Borrower may by written notice to the Administrative Agent elect to request the establishment of that one or more increases in the aggregate Revolving Credit Commitment Persons (each an “Incremental Revolving Credit Commitment”which may include a Lender) offer to enter into commitments to make incremental additional revolving credit loans (any such increase, an “Incremental Revolving Credit Increase” and such revolving credit loans, the “"Incremental Revolving Credit Loans”") under ---------------------------------- this paragraph (d); provided , it being understood that (aif such offer is to be made by any Person that is not already a Lender hereunder, the Administrative Agent shall have consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 10.04(b) in the total aggregate event of an assignment to such Person. In the event that one or more of such Persons offer, in their sole discretion, to enter into such commitments, and such Persons and the Borrower agree as to the amount of all such commitments that shall be allocated to the respective Persons making such offers and the interest rate and fees (if any) to be payable by the Borrower in connection therewith, the commitment reduction schedule and commitment termination date to be applicable thereto, the Borrower, such Persons and the Administrative Agent shall execute and deliver an appropriate Incremental Revolving Credit Agreement, and such Persons shall become obligated to make Incremental Revolving Credit Loan, under this Agreement in an amount equal to the amount of their Incremental Revolving Credit Commitments, as specified in such Incremental Revolving Credit Commitments shall not (as of any date of incurrence thereof) exceed $50,000,000 and (b) the total aggregate amount of each Incremental Revolving Credit Commitment shall not be less than a minimum principal amount of $15,000,000 or, if less, the remaining amount permitted pursuant to clause (a) preceding. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that any Incremental Revolving Credit Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative AgentAgreement. The Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent, to provide a Incremental Revolving Credit Commitment (any such Person, subject to the succeeding proviso, an “Incremental Lender”); provided, however, that no such Person may be an Incremental Lender unless such Person meets all of the requirements of an assignee of the rights and obligations of a Lender under Section 14.10(b) of this Agreement. Any Lender or any Incremental Lender offered or approached to provide all or a portion of any Incremental Revolving Credit Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Credit Commitment. Any Incremental Revolving Credit Commitment shall become effective as of such Increased Amount Date; provided that: (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to (A) any Incremental Revolving Credit Commitment, (B) the making of any Incremental Revolving Credit Loans to be made pursuant thereto and (C) to any Permitted Acquisition consummated in connection therewith; (ii) the Administrative Agent and the Lenders shall have received from such agreement between the Borrower an Officer’s Compliance Certificate demonstrating that and one or more Persons in response to any such request by the Borrower will shall be in compliance on deemed to be a pro forma basis with the financial covenants set forth in Section 10.1, Section 10.2 and Section 10.3 separate "Series" of this Agreement both before and after giving effect to (A) any Incremental Revolving Credit Commitment, (B) the making of any Incremental Revolving Credit Loans pursuant thereto for all purposes of this ------- Agreement and (C) any Permitted Acquisition consummated in connection therewith; (iii) each Incremental Revolving Credit Commitment (and the Incremental Revolving Credit Loans made thereunder) shall constitute Obligations of the Borrower and shall be secured and guaranteed with the other Extensions of Credit on a pari passu basis; (iv) in the case of each Incremental Revolving Credit Increase (the terms of which shall be set forth the relevant Lender Joinder Agreement): (A) such Incremental Revolving Credit Increase shall mature on the Maturity Date, shall bear interest at the rate applicable to the Revolving Credit Loans and shall be subject to the same terms and conditions as the Revolving Credit Loans, except for the payment of any upfront fees, arrangement fees or similar fees which may be required in connection with or as a condition to any Lender’s or Incremental Lender’s agreement to provide an Incremental Revolving Credit Commitment; (B) the outstanding Revolving Credit Loans and Revolving Credit Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated by the Administrative Agent on the applicable Increased Amount Date among the Lenders (including the Incremental Lenders providing such Incremental Revolving Credit Increase) in accordance with their revised Revolving Credit Commitment Percentages (and the Lenders (including the Incremental Lenders providing such Incremental Revolving Credit Increase) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to Section 5.9 in connection with such reallocation as if such reallocation were a repayment); and (C) except as may be otherwise expressly provided in this Section 5.15 above, all of the other terms and conditions applicable to such Incremental Revolving Credit Increase shall be, except to the extent as may be otherwise provided in this Section 5.15, identical to the terms and conditions applicable to the existing Revolving Credit Facility; (vherein) any Incremental Lender with an Incremental Revolving Credit Increase shall be entitled to the same voting rights and privileges hereunder as the existing Revolving Credit Loans. Anything herein to the contrary notwithstanding, the Borrower shall not be entitled to request an Incremental Revolving Credit Borrowing unless, at the time of such request, (i) the Revolving Credit Commitments are fully utilized; (ii) the minimum aggregate principal amount of Incremental Revolving Credit Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Revolving Credit Loans) shall be $1,000,000 and (iii) the aggregate outstanding principal amount of Incremental Revolving Credit Loans of all Series, together with the aggregate unutilized Incremental Revolving Credit Commitments of all Series, shall not exceed $10,000,000 at any time. Following execution and delivery by the Borrower, one or more Incremental Revolving Credit Lenders under and the Administrative Agent as provided above of an Incremental Revolving Credit Facility and Agreement with respect to any Extensions of Credit made in connection with Series then, each Incremental Revolving Credit Increase shall receive proceeds Lender of prepayments on the same basis as the other such Series agrees to make Incremental Revolving Credit Loans made hereunder; (vi) of such Series to the Borrower from time to time during the availability period for such Loans set forth in such Incremental Revolving Credit Commitments shall be effected pursuant Agreement, in an aggregate principal amount that will not result in such Lender's Incremental Revolving Credit Loans of such Series exceeding such Lender's Incremental Revolving Credit Commitment of such Series; within the foregoing limits and subject to one or more Lender Joinder Agreements executed the terms and delivered by the Borrowerconditions set forth herein, the Administrative Agent Borrower may borrow, prepay and the applicable reborrow Incremental Lenders Revolving Credit Loans of such Series." 2.04. Clause (which Lender Joinder Agreement may, without the consent i) of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion Section 2.03 of the Administrative Agent, Credit Agreement is hereby amended in its entirety to effect the provisions of this Section 5.15); andread as follows: (viii) whether the Borrower shall deliver or cause requested Borrowing is to be delivered any customary legal opinions or other documents a Revolving Credit Borrowing, Incremental Revolving Credit Borrowing (including, without limitationif applicable, a resolution duly adopted by the board respective Series of directors (or equivalent governing body) of each Credit Party authorizing such Incremental Revolving Credit Increase and a certificate certifying thatLoans to which such Borrowing relates), both before and after giving effect to such Incremental Revolving Credit Increase, all representations and warranties contained in this Agreement and the other Term Loan Documents are true and correct as provided in Section 6.2(a)) reasonably requested by Administrative Agent in connection with any such transaction.A Borrowing or Term Loan B Borrowing;"