to Section 2.25 of the Credit Agreement, amendments to the
Credit Agreement that are required to give effect to increases in the Term Loans
shall only require the consent of the Parent Borrower and the Administrative
Agent.
NOW, THEREFORE:
SECTION 1.
Incremental Amendment.
(a)
This amendment (this "Incremental Facility Amendment") is an
amendment increasing the Term Loans referred to in Section 2.25 of the Credit
Agreement, and Parent Borrower and the Increasing Lenders hereby agree and
notify you that:
(I)
THE TOTAL INCREMENTAL TERM COMMITMENT OF THE INCREASING LENDERS IS
$15,000,000; AND
(II)
SUBJECT TO THE SATISFACTION OF THE CONDITIONS TO BORROWING UNDER SECTION
5.2 OF THE CREDIT AGREEMENT AND TO THE SATISFACTION OF THE CONDITIONS SET FORTH
IN CLAUSES (A) THROUGH (C) BELOW, THE FUNDING OF THE INCREMENTAL TERM LOAN WILL
OCCUR IN ONE DRAWING UPON THE PARENT BORROWER'S REQUEST IN ACCORDANCE WITH
SECTIONS 2.1 AND 5.2 OF THE CREDIT AGREEMENT (PROVIDED THAT THE CLOSING DATE
SHALL BE THE DATE HEREOF).
IN THE EVENT THAT ALL OR ANY PORTION OF THE
INCREMENTAL TERM LOAN IS NOT BORROWED ON OR BEFORE THE DATE HEREOF, THE
UNBORROWED PORTION OF THE INCREMENTAL TERM COMMITMENT SHALL AUTOMATICALLY
TERMINATE ON SUCH DATE UNLESS THE INCREASING LENDERS SHALL AGREE TO AN
EXTENSION.
(A)
NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING OR OCCUR
AS A RESULT OF THE INCREMENTAL TERM LOAN;
(B)
THE PROCEEDS OF THE INCREMENTAL TERM LOANS WILL BE USED SOLELY FOR
PERMITTED ACQUISITIONS AND THE COSTS AND EXPENSES RELATED THERETO;
(C)
ON A PRO FORMA BASIS, AFTER GIVING EFFECT TO THE MAKING OF THE
INCREMENTAL TERM LOAN AND THE USE OF PROCEEDS, THE CONSOLIDATED SENIOR LEVERAGE
RATIO DOES NOT EXCEED 3.25 TO 1.00;
(D)
ON A PRO FORMA BASIS (AS SET FORTH IN THE DEFINITION OF THE TERM
"PERMITTED ACQUISITION" IN THE CREDIT AGREEMENT), THE BORROWERS ARE IN
COMPLIANCE WITH SECTION 7.1 OF THE CREDIT AGREEMENT; AND
(E)
PARENT BORROWER SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT
AND INCREASING LENDERS AN OFFICER'S CERTIFICATE, DATED THE DATE OF BORROWING,
CERTIFYING SATISFACTION OF THE REQUIREMENTS OF SECTION 2.25(A) OF THE CREDIT
AGREEMENT, INCLUDING AS DESCRIBED IN CLAUSES (A), (B), (C) AND (D) ABOVE.
2
(B)
EACH OF THE INCREASING LENDERS AND THE PARENT BORROWER HEREBY
AGREE THAT THE INCREMENTAL TERM LOAN MADE PURSUANT TO THIS INCREMENTAL FACILITY
AMENDMENT WILL BE A TERM LOAN AND ANY LENDER WITH AN OUTSTANDING INCREMENTAL
TERM LOAN WILL BE A TERM LENDER, IN EACH CASE FOR ANY AND ALL PURPOSES UNDER THE
CREDIT AGREEMENT AND (A) SHALL RANK PARI PASSU IN RIGHT OF PAYMENT AND RIGHT OF
SECURITY IN RESPECT OF THE COLLATERAL WITH THE EXISTING TERM LOANS AND (B) SHALL
HAVE THE SAME TERMS AS TERM LOANS EXISTING IMMEDIATELY PRIOR TO THE
EFFECTIVENESS OF THIS INCREMENTAL FACILITY AMENDMENT.
(C)
THE TABLE SET FORTH IN SECTION 2.2 OF THE CREDIT AGREEMENT IS
HEREBY AMENDED BY ADDING (I) TO EACH QUARTERLY INSTALLMENT FROM AND INCLUDING
THE FOURTH QUARTERLY INSTALLMENT TO AND INCLUDING THE TWENTY-FORTH QUARTERLY
INSTALLMENT, $37,500