WITH REVOLVING LOAN COMMITMENTS IN ACCORDANCE WITH
THEIR RESPECTIVE REVOLVING LOAN COMMITMENTS.
(D)
THE BORROWER MAY AT ANY TIME PRIOR TO THE
FOURTH ANNIVERSARY OF THE EFFECTIVE DATE, BY WRITTEN NOTICE TO THE
ADMINISTRATIVE AGENT, AND WITH THE CONSENT OF THE REQUIRED LENDERS, REQUEST THAT
THE ADMINISTRATIVE AGENT INCREASE THE TOTAL REVOLVING LOAN COMMITMENTS (A
"REVOLVER INCREASE") BY (I) ADDING ONE OR MORE NEW LENDERS TO THE REVOLVING
CREDIT FACILITY UNDER THIS AGREEMENT (EACH A "NEW LENDER") WHO WISH TO
PARTICIPATE IN SUCH REVOLVER INCREASE AND/OR (II) INCREASING THE REVOLVING LOAN
COMMITMENTS OF ONE OR MORE LENDERS PARTY TO THIS AGREEMENT WHO WISH TO
PARTICIPATE IN SUCH REVOLVER INCREASE; PROVIDED, HOWEVER, THAT (W) NO DEFAULT OR
EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING AS OF THE DATE OF SUCH
REQUEST OR AS OF THE EFFECTIVE DATE OF SUCH REVOLVER INCREASE (THE "INCREASE
DATE") OR SHALL OCCUR AS A RESULT THEREOF, (X) ANY NEW LENDER THAT BECOMES PARTY
TO THIS AGREEMENT PURSUANT TO THIS SECTION 2.08(D) SHALL SATISFY THE
REQUIREMENTS OF SECTION 9.04(B) HEREOF AND SHALL BE ACCEPTABLE TO THE
ADMINISTRATIVE AGENT AND CONSENTED TO BY THE BORROWER AND (Y) THE OTHER
CONDITIONS SET FORTH IN THIS SECTION 2.08(E) BELOW ARE SATISFIED.
THE
ADMINISTRATIVE AGENT SHALL USE COMMERCIALLY REASONABLE EFFORTS TO ARRANGE FOR
THE SYNDICATION OF ANY REVOLVER INCREASE.
THE ADMINISTRATIVE AGENT SHALL
PROMPTLY INFORM THE LENDERS OF ANY SUCH REQUEST MADE BY THE BORROWER.
THE
AGGREGATE AMOUNT OF REVOLVER INCREASES SHALL NOT EXCEED $50,000,000 AND NO
SINGLE SUCH REVOLVER INCREASE SHALL BE FOR AN AMOUNT LESS THAN $1,000,000.
26
(E)
ON EACH INCREASE DATE, (I) EACH NEW LENDER
THAT HAS CHOSEN TO PARTICIPATE IN SUCH REVOLVER INCREASE SHALL, SUBJECT TO THE
CONDITIONS SET FORTH IN SECTION 2.08(D) HEREOF, BECOME A LENDER PARTY TO THIS
AGREEMENT AS OF SUCH INCREASE DATE AND SHALL HAVE A REVOLVING LOAN COMMITMENT IN
AN AMOUNT EQUAL TO ITS SHARE OF THE REVOLVER INCREASE AND (II) EACH LENDER THAT
HAS CHOSEN TO INCREASE ITS COMMITMENT PURSUANT TO SECTION 2.08(D) WILL HAVE ITS
REVOLVING LOAN COMMITMENT INCREASED BY THE AMOUNT OF ITS SHARE OF THE REVOLVER
INCREASE AS OF SUCH INCREASE DATE; PROVIDED, HOWEVER, THAT THE ADMINISTRATIVE
AGENT SHALL HAVE (Y) RECEIVED FROM THE BORROWER ALL OUT-OF-POCKET COSTS AND
EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT OR ANY LENDER IN CONNECTION WITH
SUCH REVOLVER INCREASE AND (Z) RECEIVED ON OR BEFORE SUCH INCREASE DATE THE
FOLLOWING, EACH DATED SUCH DATE:
(I)
CERTIFIED COPIES OF RESOLUTIONS OF THE
GOVERNING BODY OF THE BORROWER APPROVING THE REVOLVER INCREASE AND THE
CORRESPONDING MODIFICATIONS, IF ANY, TO THE FINANCING DOCUMENTS REQUIRED UNDER
SUBCLAUSE (VI) BELOW, TOGETHER WITH A CERTIFICATE OF THE BORROWER CERTIFYING
THAT THERE HAVE BEEN NO CHANGES TO THE CONSTITUTIVE DOCUMENTS OF THE BORROWER
SINCE THE EFFECTIVE DATE, OR IF THERE HAVE BEEN CHANGES, COPIES CERTIFIED BY THE
BORROWER OF ALL SUCH CHANGES;
(II)
AN ASSUMPTION AGREEMENT FROM EACH NEW
LENDER PARTICIPATING IN THE REVOLVER INCREASE, IF ANY, IN FORM AND SUBSTANCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT