LOANS
THAT ARE USED, ON THE DAY ON WHICH MADE, TO REPAY IN FULL THE OUTSTANDING
PRINCIPAL BALANCE OF THE SWING LINE LOANS.
SECTION 2.02
REDUCTIONS OF AND INCREASES IN AGGREGATE REVOLVING CREDIT
COMMITMENT.
SECTION 2.02.1
REDUCTION OF AGGREGATE REVOLVING CREDIT COMMITMENT.
THE
BORROWER SHALL HAVE THE RIGHT, UPON AT LEAST THREE (3) BUSINESS DAYS' PRIOR
NOTICE TO THE AGENT, TO TERMINATE IN WHOLE OR REDUCE IN PART THE UNUSED PORTION
OF THE AGGREGATE REVOLVING CREDIT COMMITMENT, PROVIDED THAT EACH PARTIAL
REDUCTION SHALL BE IN THE AMOUNT OF AT LEAST FIVE MILLION DOLLARS ($5,000,000),
AND PROVIDED FURTHER THAT NO REDUCTION SHALL BE PERMITTED IF, AFTER GIVING
EFFECT THERETO, AND TO ANY PREPAYMENT MADE THEREWITH, THE SUM OF (I) THE
OUTSTANDING AND UNPAID PRINCIPAL AMOUNT OF THE REVOLVING CREDIT LOANS AND (II)
THE FACILITY LETTER OF CREDIT OBLIGATIONS SHALL EXCEED THE AGGREGATE REVOLVING
CREDIT COMMITMENT.
EACH REDUCTION IN PART OF THE UNUSED PORTION OF EACH
REVOLVING CREDIT LENDER'S REVOLVING CREDIT COMMITMENT SHALL BE MADE IN THE
PROPORTION THAT SUCH REVOLVING CREDIT COMMITMENT BEARS TO THE TOTAL AMOUNT OF
THE AGGREGATE REVOLVING CREDIT COMMITMENT.
ANY REVOLVING CREDIT COMMITMENT,
ONCE REDUCED OR TERMINATED, MAY NOT BE REINSTATED (EXCEPT AS OTHERWISE PROVIDED
IN SECTION 8.01(V)) AND MAY NOT BE INCREASED (EXCEPT IN ACCORDANCE WITH SECTION
2.02.2).
SECTION 2.02.2
INCREASE IN AGGREGATE REVOLVING CREDIT COMMITMENT.
(A)
REQUEST FOR FACILITY INCREASE.
THE
BORROWER MAY, AT ANY TIME AND FROM TIME TO TIME, REQUEST, BY NOTICE TO THE
AGENT, THE AGENT'S APPROVAL OF AN INCREASE OF THE AGGREGATE REVOLVING CREDIT
COMMITMENT (A "FACILITY INCREASE") WITHIN THE LIMITATIONS HEREAFTER DESCRIBED,
WHICH REQUEST SHALL SET FORTH THE AMOUNT OF EACH SUCH REQUESTED FACILITY
INCREASE.
WITHIN TWENTY (20) DAYS OF SUCH REQUEST, THE AGENT SHALL ADVISE THE
BORROWER OF ITS APPROVAL OR DISAPPROVAL OF SUCH REQUEST; FAILURE TO SO ADVISE
THE BORROWER SHALL CONSTITUTE DISAPPROVAL. IF THE AGENT APPROVES ANY SUCH
FACILITY INCREASE, THEN THE AGGREGATE REVOLVING CREDIT COMMITMENT MAY BE
INCREASED (UP TO THE AMOUNT OF SUCH APPROVED FACILITY INCREASE, IN THE
AGGREGATE) BY HAVING ONE OR MORE NEW REVOLVING CREDIT LENDERS INCREASE THE
AMOUNT OF THEIR THEN EXISTING REVOLVING CREDIT COMMITMENTS OR BECOME REVOLVING
CREDIT LENDERS, SUBJECT TO AND IN ACCORDANCE WITH THIS PROVISIONS OF THIS
SECTION 2.02.2.
ANY FACILITY INCREASE SHALL BE SUBJECT TO THE FOLLOWING
LIMITATIONS AND CONDITIONS:
(I) ANY INCREASE (IN THE AGGREGATE) IN THE
AGGREGATE REVOLVING CREDIT COMMITMENT, ANY INCREASE IN ANY REVOLVING CREDIT
COMMITMENT AND ANY NEW REVOLVING CREDIT COMMITMENT SHALL (UNLESS OTHERWISE
AGREED TO BY THE BORROWER AND THE AGENT) NOT BE LESS THAN $5,000,000 (AND
(UNLESS OTHERWISE AGREED TO BY THE BORROWER AND THE AGENT) SHALL BE IN INTEGRAL
MULTIPLES OF $1,000,000 IF IN EXCESS THEREOF); (II) NO FACILITY INCREASE
PURSUANT TO THIS SECTION 2.02.2 SHALL INCREASE THE AGGREGATE REVOLVING CREDIT
COMMITMENT TO AN AMOUNT IN EXCESS OF $800,000,000; (III) THE BORROWER AND EACH
NEW REVOLVING CREDIT LENDER SHALL HAVE EXECUTED AND DELIVERED A COMMITMENT AND
ACCEPTANCE (THE "COMMITMENT AND ACCEPTANCE") SUBSTANTIALLY IN THE FORM OF
EXHIBIT C HERETO, AND THE