PROVIDED PURSUANT TO
THIS SECTION 2.13 SHALL NOT EXCEED $100,000,000.
(B)
AT THE TIME OF THE PROVISION OF INCREMENTAL COMMITMENTS PURSUANT
TO THIS SECTION 2.13, THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH SUCH
LENDER OR OTHER ELIGIBLE TRANSFEREE THAT AGREES TO PROVIDE AN INCREMENTAL
COMMITMENT (EACH, AN "INCREMENTAL LENDER") SHALL EXECUTE AND DELIVER TO
ADMINISTRATIVE AGENT AN INCREMENTAL COMMITMENT AGREEMENT, WITH THE EFFECTIVENESS
OF SUCH INCREMENTAL LENDER'S INCREMENTAL COMMITMENT TO OCCUR ON THE DATE SET
FORTH IN SUCH INCREMENTAL COMMITMENT AGREEMENT (THE "INCREMENTAL COMMITMENT
DATE"), WHICH DATE IN ANY EVENT SHALL BE NO EARLIER THAN THE DATE ON WHICH (W)
ALL FEES REQUIRED TO BE PAID IN CONNECTION THEREWITH AT THE TIME OF SUCH
EFFECTIVENESS SHALL HAVE BEEN PAID (INCLUDING ANY AGREED UPON UP-FRONT OR
ARRANGEMENT FEES OWING TO THE ADMINISTRATIVE AGENT (OR ANY AFFILIATE THEREOF)),
(X) ALL INCREMENTAL COMMITMENT REQUIREMENTS SHALL HAVE BEEN SATISFIED, (Y) ALL
OTHER CONDITIONS SET FORTH IN THIS SECTION 2.13 SHALL HAVE BEEN SATISFIED, AND
(Z) ALL OTHER CONDITIONS PRECEDENT THAT MAY BE SET FORTH IN SUCH INCREMENTAL
COMMITMENT AGREEMENT SHALL HAVE BEEN SATISFIED.
THE ADMINISTRATIVE AGENT SHALL
PROMPTLY NOTIFY EACH LENDER AS TO THE EFFECTIVENESS OF EACH INCREMENTAL
COMMITMENT AGREEMENT, AND AT SUCH TIME, (I) THE TOTAL REVOLVING LOAN COMMITMENT
UNDER, AND FOR ALL PURPOSES OF, THIS AGREEMENT SHALL BE INCREASED BY THE
AGGREGATE AMOUNT OF SUCH INCREMENTAL COMMITMENTS, (II) SCHEDULE I SHALL BE
DEEMED MODIFIED TO REFLECT THE REVISED REVOLVING LOAN COMMITMENTS OF THE
AFFECTED LENDERS AND (III) TO THE EXTENT REQUESTED BY ANY INCREMENTAL LENDER,
NOTES SHALL BE ISSUED, AT THE EXPENSE OF THE BORROWER, TO SUCH INCREMENTAL
LENDER IN CONFORMITY WITH THE REQUIREMENTS OF SECTION 2.04(A).
(C)
AT THE TIME OF ANY PROVISION OF INCREMENTAL COMMITMENTS PURSUANT
TO THIS SECTION 2.13, THE BORROWER SHALL, IN COORDINATION WITH THE
ADMINISTRATIVE AGENT, REPAY OUTSTANDING REVOLVING LOANS OF CERTAIN OF THE
LENDERS, AND INCUR ADDITIONAL REVOLVING LOANS FROM CERTAIN OTHER LENDERS
(INCLUDING THE INCREMENTAL LENDERS), IN EACH CASE TO THE EXTENT NECESSARY SO
THAT ALL OF THE LENDERS PARTICIPATE IN EACH OUTSTANDING BORROWING OF REVOLVING
LOANS PRO RATA ON THE BASIS OF THEIR RESPECTIVE REVOLVING LOAN COMMITMENTS
(AFTER GIVING EFFECT TO ANY INCREASE IN THE TOTAL REVOLVING LOAN COMMITMENT
PURSUANT TO THIS SECTION 2.13) AND WITH THE BORROWER BEING OBLIGATED TO PAY TO
THE APPLICABLE LENDERS ANY COSTS OF THE TYPE REFERRED TO IN SECTION 2.09 IN
CONNECTION WITH ANY SUCH REPAYMENT AND/OR INCURRENCE.
37
SECTION 3.
LETTERS OF CREDIT.
3.01.
LETTERS OF CREDIT.
(A)
SUBJECT TO AND UPON THE TERMS AND CONDITIONS SET FORTH HEREIN, THE
BORROWER MAY REQUEST THAT AN ISSUING LENDER ISSUE, AT ANY TIME AND FROM TIME TO
TIME ON AND AFTER THE INITIAL BORROWING DATE AND PRIOR TO THE 30TH DAY PRIOR TO
THE REVOLVING LOAN MATURITY DATE, FOR THE ACCOUNT OF THE BORROWER AND FOR THE
BENEFIT OF (X) ANY HOLDER (OR ANY TRUSTEE, AGENT OR OTHER SIMILAR REPRESENTATIVE
FOR ANY SUCH HOLDERS) OF L/C SUPPORTABLE OBLIGATIONS, AN IRREVOCABLE STANDBY
LETTER OF CREDIT, IN A FORM CUSTOMARILY