PARTIAL PREPAYMENT SHALL BE IN A PRINCIPAL AMOUNT OF $5,000,000 OR A HIGHER
INTEGRAL MULTIPLE OF $1,000,000.
ANY PARTIAL PREPAYMENT OF A GROUP OF
EUROCURRENCY RATE LOANS SHALL BE SUBJECT TO THE PROVISO TO SECTION 2.2.3(A).
ANY PREPAYMENT OF A EUROCURRENCY RATE LOAN ON A DAY OTHER THAN THE LAST DAY OF
AN INTEREST PERIOD THEREFOR SHALL INCLUDE INTEREST ON THE PRINCIPAL AMOUNT BEING
REPAID AND SHALL BE SUBJECT TO SECTION 8.4.
EXCEPT AS OTHERWISE PROVIDED BY
THIS AGREEMENT, ALL PRINCIPAL PAYMENTS IN RESPECT OF THE LOANS (OTHER THAN THE
SWING LINE LOANS) SHALL BE APPLIED FIRST, TO REPAY OUTSTANDING BASE RATE LOANS
AND THEN TO REPAY OUTSTANDING EUROCURRENCY RATE LOANS IN DIRECT ORDER OF
INTEREST PERIOD MATURITIES.
6.4
INCREASE IN COMMITMENTS.
(A)
PROVIDED THERE EXISTS NO UNMATURED EVENT OF
DEFAULT OR EVENT OF DEFAULT, UPON NOTICE TO THE ADMINISTRATIVE AGENT (WHICH
SHALL PROMPTLY NOTIFY THE LENDERS), COMPANY MAY FROM TIME TO TIME REQUEST AN
INCREASE IN THE REVOLVING COMMITMENT AMOUNT BY AN AMOUNT (FOR ALL SUCH REQUESTS)
NOT EXCEEDING $100,000,000; PROVIDED THAT (I) THE REVOLVING COMMITMENT MAY NOT
EXCEED $200,000,000; AND PROVIDED FURTHER THAT ANY SUCH REQUEST FOR AN INCREASE
SHALL BE IN A MINIMUM AMOUNT OF $10,000,000 AND IN MULTIPLES OF $5,000,000 IN
EXCESS THEREOF AND (II) COMPANY MAY NOT REQUEST MORE THAN FOUR INCREASES.
AT
THE TIME OF SENDING SUCH NOTICE, COMPANY (IN CONSULTATION WITH THE
ADMINISTRATIVE AGENT) SHALL SPECIFY THE TIME PERIOD WITHIN WHICH EACH 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 LENDERS).
(B)
EACH LENDER SHALL NOTIFY THE ADMINISTRATIVE
AGENT WITHIN SUCH TIME PERIOD WHETHER OR NOT IT AGREES TO INCREASE ITS REVOLVING
COMMITMENT AND, IF SO, WHETHER BY AN AMOUNT EQUAL TO, GREATER THAN, OR LESS THAN
ITS PRO RATA SHARE OF SUCH REQUESTED INCREASE.
ANY LENDER NOT RESPONDING WITHIN
SUCH TIME PERIOD SHALL BE DEEMED TO HAVE DECLINED TO INCREASE ITS REVOLVING
COMMITMENT.
(C)
THE ADMINISTRATIVE AGENT SHALL NOTIFY
COMPANY AND EACH LENDER OF THE LENDERS' RESPONSES TO EACH REQUEST MADE
HEREUNDER.
IF THE LENDERS DO NOT AGREE TO THE FULL AMOUNT OF A REQUESTED
INCREASE, SUBJECT TO THE APPROVAL OF THE ADMINISTRATIVE AGENT AND THE ISSUING
LENDER (WHICH APPROVALS SHALL NOT BE UNREASONABLY WITHHELD), COMPANY MAY ALSO
INVITE ADDITIONAL PERSONS TO BECOME LENDERS PURSUANT TO A JOINDER AGREEMENT IN
FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND ITS COUNSEL.
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(D)
IF THE REVOLVING COMMITMENT AMOUNT IS
INCREASED IN ACCORDANCE WITH THIS SECTION, THE ADMINISTRATIVE AGENT AND COMPANY
SHALL DETERMINE THE EFFECTIVE DATE (THE "INCREASE EFFECTIVE DATE") AND THE FINAL
ALLOCATION OF SUCH INCREASE.
THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY
COMPANY AND THE LENDERS OF THE FINAL ALLOCATION OF SUCH INCREASE, THE INCREASE
EFFECTIVE DATE AND REVISED PRO RATA SHARES.
(E)
AS A CONDITION PRECEDENT TO SUCH INCREASE,
COMPANY SHALL DELIVER TO THE ADMINISTRATIVE AGENT AN OFFICER'S CERTIFICATE DATED
AS OF THE INCREASE EFFECTIVE DATE (I) CERTIFYING AND ATTACHING THE RESOLUTIONS