Common use of Request for an Incremental Revolving Credit Facility Clause in Contracts

Request for an Incremental Revolving Credit Facility. At the request of the Company to the Administrative Agent and without the consent of any Lender, an increase in the Revolving Credit Commitments or a separate tranche of revolving credit commitments and revolving loans under this Credit Agreement (an “Incremental Revolving Credit Facility”) shall be established; provided that at the time of such request, upon the effectiveness of any increase or any Incremental Revolving Credit Supplement referred to below, and at the time any Incremental Revolving Credit Loan is made (and after giving full pro forma effect thereto), the aggregate principal amount of all Incremental Facilities shall not exceed the sum of (x) the greater of (A) $300,000,000 and (B) 100% of Adjusted Operating Income for the most recently completed four fiscal quarter period for which financial statements were required to have been delivered pursuant to Section 7.01, plus (y) an aggregate additional amount of Indebtedness such that, after giving pro forma effect to such incurrence or issuance, the Company shall have a Total Leverage Ratio of no greater than 5.00:1.00; provided, further, that at the time of such request, upon the effectiveness of any increase or any Incremental Revolving Credit Supplement referred to below, and at the time any Incremental Revolving Credit Loan is made (and after giving full pro forma effect thereto), (i) no Default or Event of Default shall exist, and (ii) the Company shall be in pro forma compliance with the Financial Covenants (and compliance with the preceding clauses (y) and (ii) shall be determined (A) assuming that the full amounts of all Revolving Credit Facilities (including the proposed Incremental Revolving Credit Facility and all other then-existing Incremental Revolving Credit Facilities) have been drawn, (B) utilizing the financial statements most recently delivered or deemed delivered pursuant to Section 7.01, (C) giving full pro forma effect to (1) all Specified Transactions (as provided in such definition) that have occurred since the last day of the most recently completed Measurement Period for which financial statements have been delivered or deemed delivered pursuant to Section 7.01 (including, for the avoidance of doubt, but without duplication, any acquisitions constituting Specified Transactions that are to be consummated contemporaneously with the closing of, and using the proceeds of, such proposed Incremental Revolving Credit Facility), and (2) the application of the proceeds of the proposed Incremental Revolving Credit Facility, and (D) otherwise in accordance with the applicable definitions therein); provided, that with respect to a Limited Condition Acquisition, the requirements of the preceding clauses (y), (i) and (ii) shall be modified as provided in Section 1.10 of this Credit Agreement.

Request for an Incremental Revolving Credit Facility. At the request of the Company to the Administrative Agent and without the consent of any Lender, an increase in the Revolving Credit Commitments or a separate tranche of revolving credit commitments and revolving loans under this Credit Agreement (an “Incremental Revolving Credit Facility”) shall be established; provided that at the time of such request, upon the effectiveness of any increase or any Incremental Revolving Credit Supplement referred to below, and at the time any Incremental Revolving Credit Loan is made (and after giving full pro forma effect thereto), the aggregate principal amount of all Incremental Facilities shall not exceed the sum of (x) the greater of (A) $300,000,000 and (B) 100% of Adjusted Operating Income for the most recently completed four fiscal quarter period for which financial statements were required to have been delivered pursuant to Section 7.01, plus (y) an aggregate additional amount of Indebtedness such that, after giving pro forma effect to such incurrence or issuance, the Company shall have a Total Leverage Ratio of no greater than 5.00:1.00; provided, further, that at the time of such request, upon the effectiveness of any increase or any Incremental Revolving Credit Supplement referred to below, and at the time any Incremental Revolving Credit Loan is made (and after giving full pro forma effect thereto), (i) no Default or Event of Default shall exist, and (ii) the Company shall be in pro forma compliance with the Financial Covenants Covenants, and (iii) the Company shall have a Total Leverage Ratio of no greater than 4.65:1.00 (and compliance with the preceding clauses (yii) and (iiiii) shall be determined (A) assuming that the full amounts of all Revolving Credit Facilities (including the proposed Incremental Revolving Credit Facility and all other then-existing Incremental Revolving Credit Facilities) have been drawn, (B) utilizing the financial statements most recently delivered or deemed delivered pursuant to Section 7.01, (C) giving full pro forma effect to (1) all Specified Transactions (as provided in such definition) that have occurred since the last day of the most recently completed Measurement Period for which financial statements have been delivered or deemed delivered pursuant to Section 7.01 (including, for the avoidance of doubt, but without duplication, any acquisitions constituting Specified Transactions that are to be consummated contemporaneously with the closing of, and using the proceeds of, such proposed Incremental Revolving Credit Facility), and (2) the application of the proceeds of the proposed Incremental Revolving Credit Facility, and (D) otherwise in accordance with the applicable definitions therein); provided, that with respect to a Limited Condition Acquisition, the requirements of the preceding clauses (y), (i) and (ii) shall be modified as provided in Section 1.10 of this Credit Agreement.

Request for an Incremental Revolving Credit Facility. At the request of the Company to the Administrative Agent and without the consent of any Lender, an increase in the Revolving Credit Commitments or a separate tranche of revolving credit commitments and revolving loans under this Credit Agreement (an ““ Incremental Revolving Credit FacilityFacility ”) shall be established; provided that at the time of such request, upon the effectiveness of any increase or any Incremental Revolving Credit Supplement referred to below, and at the time any Incremental Revolving Credit Loan is made (and after giving full pro forma effect thereto), the aggregate principal amount of all Incremental Facilities shall not exceed the sum of (x) the greater of (A) $300,000,000 and (B) 100% of Adjusted Operating Income for the most recently completed four fiscal quarter period for which financial statements were required to have been delivered pursuant to Section 7.01, plus (y) an aggregate additional amount of Indebtedness such that, after giving pro forma effect to such incurrence or issuance, the Company shall have a Total Leverage Ratio of no greater than 5.00:1.00; provided, further, that at the time of such request, upon the effectiveness of any increase or any Incremental Revolving Credit Supplement referred to below, and at the time any Incremental Revolving Credit Loan is made (and after giving full pro forma effect thereto), (i) no Default or Event of Default shall exist, and (ii) the Company shall be in pro forma compliance with the Financial Covenants Covenants, and (iii) the Company shall have a Total Leverage Ratio of no greater than 4.65:1.00 (and compliance with the preceding clauses (yii) and (iiiii) shall be determined (A) assuming that the full amounts of all Revolving Credit Facilities (including the proposed Incremental Revolving Credit Facility and all other then-existing Incremental Revolving Credit Facilities) have been drawn, (B) utilizing the financial statements most recently delivered or deemed delivered pursuant to Section 7.017.01 , (C) giving full pro forma effect to (1) all Specified Transactions (as provided in such definition) that have occurred since the last day of the most recently completed Measurement Period for which financial statements have been delivered or deemed delivered pursuant to Section 7.01 (including, for the avoidance of doubt, but without duplication, any acquisitions constituting Specified Transactions that are to be consummated contemporaneously with the closing of, and using the proceeds of, such proposed Incremental Revolving Credit Facility), and (2) the application of the proceeds of the proposed Incremental Revolving Credit Facility, and (D) otherwise in accordance with the applicable definitions therein); provided, that with respect to a Limited Condition Acquisition, the requirements of the preceding clauses (y), (i) and (ii) shall be modified as provided in Section 1.10 of this Credit Agreement.