(WHICH, FOR SUCH
PURPOSES ONLY, SHALL BE DEEMED TO INCLUDE 20% OF ALL UPFRONT OR SIMILAR FEES OR
ORIGINAL ISSUE DISCOUNT PAYABLE TO ALL REVOLVING CREDIT LENDERS PARTICIPATING IN
SUCH INCREASE IN THE REVOLVING CREDIT FACILITY, AS REASONABLY DETERMINED BY THE
ADMINISTRATIVE AGENT AFTER CONSULTATION WITH THE BORROWER) FOR SUCH INCREASE IN
THE REVOLVING CREDIT FACILITY MINUS 0.50%.
(G)
CONFLICTING PROVISIONS.
THIS SECTION SHALL SUPERSEDE ANY
PROVISIONS IN SECTION 2.13 OR 10.01 TO THE CONTRARY.
62
2.15
INCREASE IN TERM FACILITY.
(A)
REQUEST FOR INCREASE.
PROVIDED THAT THE BORROWER IS IN PRO FORMA
COMPLIANCE, UPON NOTICE TO THE ADMINISTRATIVE AGENT (WHICH SHALL PROMPTLY NOTIFY
THE TERM
LENDERS), THE BORROWER MAY FROM TIME TO TIME BEFORE THE MATURITY DATE
WITH RESPECT TO THE TERM FACILITY, REQUEST AN INCREASE IN THE TERM FACILITY;
PROVIDED THAT (I) ANY SUCH REQUEST FOR AN INCREASE SHALL BE IN A MINIMUM AMOUNT
OF $5,000,000, (II) THE BORROWER MAY MAKE A MAXIMUM OF TEN SUCH REQUESTS, AND
(III) THE AGGREGATE AMOUNT OF (A) ALL INCREASES OF THE REVOLVING CREDIT FACILITY
UNDER SECTION 2.14 AND OF THE TERM FACILITY UNDER THIS SECTION 2.15 AND (B) THE
ADDITIONAL TERM FACILITIES UNDER SECTION 2.16 SHALL NOT EXCEED $100,000,000.
AT
THE TIME OF SENDING SUCH NOTICE, THE BORROWER (IN CONSULTATION WITH THE
ADMINISTRATIVE AGENT) SHALL SPECIFY THE TIME PERIOD WITHIN WHICH EACH
TERM LENDER IS REQUESTED TO RESPOND (WHICH SHALL IN NO EVENT BE LESS THAN TEN
BUSINESS DAYS FROM THE DATE OF DELIVERY OF SUCH NOTICE TO THE TERM LENDERS) AS
TO WHETHER IT ELECTS TO PARTICIPATE IN THE REQUESTED INCREASE.
(B)
LENDER ELECTIONS TO INCREASE.
EACH TERM LENDER SHALL NOTIFY THE
ADMINISTRATIVE AGENT WITHIN SUCH TIME PERIOD WHETHER OR NOT IT AGREES TO
INCREASE ITS TERM
COMMITMENT AND, IF SO, WHETHER BY AN AMOUNT EQUAL TO, GREATER
THAN, OR LESS THAN ITS RATABLE PORTION (BASED ON SUCH TERM LENDER'S APPLICABLE
PERCENTAGE IN RESPECT OF THE TERM FACILITY) OF SUCH REQUESTED INCREASE.
ANY
TERM LENDER NOT RESPONDING WITHIN SUCH TIME PERIOD SHALL BE DEEMED TO HAVE
DECLINED TO INCREASE ITS TERM COMMITMENT.
(C)
NOTIFICATION BY ADMINISTRATIVE AGENT; ADDITIONAL TERM LENDERS.
THE ADMINISTRATIVE AGENT SHALL NOTIFY THE BORROWER AND EACH TERM LENDER OF THE
TERM LENDERS' RESPONSES TO EACH REQUEST MADE HEREUNDER.
TO ACHIEVE THE FULL
AMOUNT OF A REQUESTED INCREASE, AND SUBJECT TO THE APPROVAL OF THE
ADMINISTRATIVE AGENT (WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD), THE
BORROWER MAY ALSO INVITE ADDITIONAL ELIGIBLE ASSIGNEES TO BECOME TERM LENDERS
PURSUANT TO A JOINDER AGREEMENT IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE ADMINISTRATIVE AGENT.
(D)
EFFECTIVE DATE AND ALLOCATIONS.
IF THE TERM FACILITY IS INCREASED
IN ACCORDANCE WITH THIS SECTION, THE ADMINISTRATIVE AGENT AND THE BORROWER SHALL
DETERMINE THE EFFECTIVE DATE (THE "TERM INCREASE EFFECTIVE DATE") AND THE FINAL
ALLOCATION OF SUCH INCREASE.
THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE
BORROWER AND THE TERM LENDERS OF THE FINAL ALLOCATION OF SUCH INCREASE AND THE
TERM INCREASE EFFECTIVE DATE.
AS OF THE TERM INCREASE EFFECTIVE DATE, THE
AMORTIZATION SCHEDULE FOR THE