its Revolver A Commitment.
No Lender shall have any
obligation whatsoever to agree to increase its Revolver A Commitment.
Any
agreement to increase a Lender's pro rata share of the increased Revolver A
Commitment shall be irrevocable and shall be effective upon notice thereof by
the Administrative Agent at the same time as that of all other increasing
Lenders.
(B)
IF ANY PORTION OF THE INCREASED REVOLVER A
COMMITMENTS IS NOT SUBSCRIBED FOR BY SUCH LENDERS, THE BORROWER MAY, IN ITS SOLE
DISCRETION, BUT WITH THE CONSENT OF THE ADMINISTRATIVE AGENT AS TO ANY PERSON
THAT IS NOT AT SUCH TIME A LENDER (WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD OR DELAYED), OFFER TO ANY EXISTING LENDER OR TO ONE OR MORE ADDITIONAL
BANKS OR FINANCIAL INSTITUTIONS THE OPPORTUNITY TO PARTICIPATE IN ALL OR A
PORTION OF SUCH UNSUBSCRIBED PORTION OF THE INCREASED REVOLVER A COMMITMENTS
PURSUANT TO PARAGRAPH (C) BELOW BY NOTIFYING THE ADMINISTRATIVE AGENT.
PROMPTLY
AND IN ANY EVENT WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF NOTICE FROM THE
BORROWER OF ITS DESIRE TO OFFER SUCH UNSUBSCRIBED COMMITMENTS TO CERTAIN
EXISTING LENDERS, TO THE ADDITIONAL BANKS OR TO FINANCIAL INSTITUTIONS
IDENTIFIED THEREIN OR SUCH ADDITIONAL BANKS OR FINANCIAL INSTITUTIONS IDENTIFIED
BY THE ADMINISTRATIVE AGENT AND APPROVED BY THE BORROWER, THE ADMINISTRATIVE
AGENT SHALL NOTIFY SUCH PROPOSED LENDERS OF THE OPPORTUNITY TO PARTICIPATE IN
ALL OR A PORTION OF SUCH UNSUBSCRIBED PORTION OF THE INCREASED REVOLVER A
COMMITMENTS.
(C)
ANY ADDITIONAL BANK OR FINANCIAL
INSTITUTION THAT THE BORROWER SELECTS TO OFFER PARTICIPATION IN THE INCREASED
REVOLVER A COMMITMENTS SHALL EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT A
NEW LENDER AGREEMENT (A "NEW LENDER AGREEMENT"), IN SUBSTANTIALLY THE FORM
ATTACHED HERETO AS EXHIBIT C, SETTING FORTH ITS REVOLVER A COMMITMENT, AND UPON
THE EFFECTIVENESS OF SUCH NEW LENDER AGREEMENT SUCH BANK OR FINANCIAL
INSTITUTION (A "NEW LENDER") SHALL BECOME A LENDER FOR ALL PURPOSES AND TO THE
SAME EXTENT AS IF ORIGINALLY A PARTY HERETO AND SHALL BE BOUND BY AND ENTITLED
TO THE BENEFITS OF THIS AGREEMENT, AND THE SIGNATURE PAGES HEREOF SHALL BE
DEEMED TO BE AMENDED TO ADD THE NAME OF SUCH NEW LENDER AND THE DEFINITION OF
REVOLVER A COMMITMENT IN SECTION 1.01 AND SCHEDULE 2.01 HEREOF SHALL BE DEEMED
AMENDED TO INCREASE THE AGGREGATE REVOLVER A COMMITMENTS OF THE LENDERS BY THE
REVOLVER A COMMITMENT OF SUCH NEW LENDER, PROVIDED THAT THE REVOLVER A
COMMITMENT OF ANY NEW LENDER SHALL BE AN AMOUNT NOT LESS THAN $5,000,000.
EACH
NEW LENDER AGREEMENT SHALL BE IRREVOCABLE AND SHALL BE EFFECTIVE UPON NOTICE
THEREOF BY THE ADMINISTRATIVE AGENT AT THE SAME TIME AS THAT OF ALL OTHER NEW
LENDERS.
(D)
THE EFFECTIVENESS OF ANY NEW LENDER
AGREEMENT OR COMMITMENT INCREASE AGREEMENT SHALL BE CONTINGENT UPON (I) RECEIPT
BY THE ADMINISTRATIVE AGENT OF (X) SUCH CORPORATE RESOLUTIONS OF THE BORROWER
AND LEGAL OPINIONS OF COUNSEL TO THE BORROWER AS THE ADMINISTRATIVE AGENT SHALL
REASONABLY REQUEST WITH RESPECT THERETO, IN EACH CASE IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO