AN INCREASE IN THE AGGREGATE COMMITMENTS OR
ANY INCREMENTAL FACILITY SHALL BE IN A MINIMUM AMOUNT OF $50,000,000.
AT THE
TIME OF SENDING SUCH NOTICE, THE BORROWER (IN CONSULTATION WITH THE
ADMINISTRATIVE AGENT) SHALL SPECIFY THE TIME PERIOD WITHIN WHICH EACH 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)
LENDER ELECTIONS.
EACH LENDER SHALL NOTIFY
THE ADMINISTRATIVE AGENT WITHIN SUCH TIME PERIOD WHETHER OR NOT IT AGREES (I) TO
INCREASE ITS COMMITMENT AND, IF SO, WHETHER BY AN AMOUNT EQUAL TO, GREATER THAN,
OR LESS THAN ITS APPLICABLE PERCENTAGE OF SUCH REQUESTED INCREASE AND/OR (II) TO
PROVIDE AN INCREMENTAL FACILITY, AND, IF SO, IN WHAT AMOUNT.
ANY LENDER NOT
RESPONDING WITHIN SUCH TIME PERIOD SHALL BE DEEMED TO HAVE DECLINED TO INCREASE
ITS COMMITMENT OR PROVIDE AN INCREMENTAL FACILITY.
(C)
NOTIFICATION BY ADMINISTRATIVE AGENT;
ADDITIONAL LENDERS.
THE ADMINISTRATIVE AGENT SHALL NOTIFY THE BORROWER AND EACH
LENDER OF THE LENDERS' RESPONSES TO EACH REQUEST MADE HEREUNDER.
TO ACHIEVE THE
FULL AMOUNT OF A REQUESTED INCREASE IN THE AGGREGATE COMMITMENTS OR INCREMENTAL
FACILITY AND SUBJECT TO THE APPROVAL OF THE ARRANGERS, THE AGENTS AND THE L/C
ISSUER, THE BORROWER MAY ALSO INVITE ADDITIONAL ELIGIBLE ASSIGNEES TO BECOME
LENDERS PURSUANT TO A JOINDER AGREEMENT IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT AND ITS COUNSEL.
(D)
EFFECTIVE DATE OF INCREASE AND ALLOCATIONS.
IF THE AGGREGATE COMMITMENTS OR TERM LOANS ARE INCREASED IN ACCORDANCE WITH THIS
SECTION, THE ADMINISTRATIVE AGENT AND THE BORROWER SHALL DETERMINE THE EFFECTIVE
DATE (THE "INCREASE EFFECTIVE DATE") AND THE FINAL ALLOCATION OF SUCH INCREASE.
THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE BORROWER AND THE LENDERS OF
THE FINAL ALLOCATION OF SUCH INCREASE AND THE INCREASE EFFECTIVE DATE.
THE
BORROWER SHALL PREPAY ANY COMMITTED LOANS OUTSTANDING ON THE INCREASE EFFECTIVE
DATE (AND PAY ANY ADDITIONAL AMOUNTS REQUIRED PURSUANT TO SECTION 3.05) TO THE
EXTENT NECESSARY TO KEEP THE OUTSTANDING LOANS RATABLE WITH ANY REVISED
APPLICABLE PERCENTAGES ARISING FROM ANY NONRATABLE INCREASE IN THE COMMITMENTS
UNDER THIS SECTION.
(E)
INCREMENTAL LOAN AMENDMENT.
TO EFFECTUATE
THE ADDITION OF AN INCREMENTAL FACILITY, THE BORROWER, THE AGENTS AND EACH
LENDER OR OTHER APPROVED FINANCIAL INSTITUTION AGREEING TO PROVIDE SUCH
INCREMENTAL FACILITY, SHALL EXECUTE AN AMENDMENT (EACH, AN
47
"INCREMENTAL LOAN AMENDMENT").
EACH SUCH INCREMENTAL LOAN AMENDMENT SHALL
PROVIDE THAT (I) THE SCHEDULED MATURITY DATE OF THE INCREMENTAL FACILITY SHALL
NOT BE SOONER THAN THE MATURITY DATE AND (II) THE INCREMENTAL FACILITY SHALL BE
COLLATERALIZED ON THE SAME BASIS AS THE LOANS.
NOTWITHSTANDING SECTION 10.01,
ANY WAIVER, CONSENT OR OTHER AMENDMENT TO ANY TERM OR PROVISION OF THIS
AGREEMENT NECESSARY OR ADVISABLE TO EFFECTUATE ANY INCREMENTAL FACILITY OR ANY
PROVISIONS THEREOF IN ACCORDANCE WITH THE TERMS OF, OR THE INTENT OF, THIS
AGREEMENT, SHALL BE EFFECTIVE WHEN EXECUTED BY THE BORROWER, THE AGENTS AND EACH
LENDER OR OTHER APPROVED FINANCIAL INSTITUTION MAKING SUCH INCREMENTAL
FACILITY.
SO LONG AS ANY FINANCIAL INSTITUTION NOT