DOCUMENTS AND FOR WORKING CAPITAL AND GENERAL CORPORATE PURPOSES OF
THE BORROWERS AND THEIR SUBSIDIARIES, INCLUDING PERMITTED ACQUISITIONS.
2.5.2
LETTERS OF CREDIT.
LETTERS OF CREDIT WILL BE ISSUED ONLY FOR
LAWFUL CORPORATE PURPOSES RELATED TO A BORROWER'S BUSINESS AS THE PARENT HAS
REQUESTED IN WRITING.
2.5.3
SPECIFICALLY PROHIBITED APPLICATIONS.
THE BORROWERS WILL NOT,
DIRECTLY OR INDIRECTLY, APPLY ANY PART OF THE PROCEEDS OF ANY EXTENSION OF
CREDIT MADE PURSUANT TO THE CREDIT DOCUMENTS (A) TO PURCHASE OR TO CARRY MARGIN
STOCK OR (B) TO ANY TRANSACTION PROHIBITED BY LEGAL REQUIREMENTS OR BY THE
CREDIT DOCUMENTS.
2.6
Option to Extend Final Maturity Date.
So long as no Default
exists, the Borrowers may request, by written notice to the Lenders, once prior
to the first anniversary of the date hereof and once after the first anniversary
of the date hereof but prior to the second anniversary of the date hereof, that
the Final Maturity Date be extended for an additional one year period.
The
Lenders will provide a written response to the Borrowers not later than 60 days
after receipt of such request.
In no event will the Final Maturity Date be
extended without the consent of each of the Lenders, and any Lender which fails
to respond is deemed to have denied the request for extension of the Final
Maturity Date.
2.7
INCREASE IN COMMITMENTS.
2.7.1
REQUEST FOR INCREASE.
PROVIDED THERE EXISTS NO DEFAULT OR NO
DEFAULT WOULD OCCUR AS A RESULT OF SUCH INCREASE, UPON NOTICE TO THE AGENT FROM
THE PARENT'S CHIEF FINANCIAL OFFICER (WHICH SHALL PROMPTLY NOTIFY THE LENDERS),
THE BORROWERS MAY FROM TIME TO TIME, REQUEST AN INCREASE IN THE TOTAL COMMITMENT
BY AN AMOUNT (FOR ALL SUCH
30
REQUESTS) NOT EXCEEDING $100,000,000; PROVIDED THAT (A) ANY SUCH REQUEST FOR AN
INCREASE SHALL BE IN A MINIMUM AMOUNT OF $10,000,000, (B) THE BORROWER MAY MAKE
A MAXIMUM OF THREE SUCH REQUESTS AND (C) THAT THE AGGREGATE OF ALL SUCH REQUESTS
DOES NOT EXCEED $100,000,000.
AT THE TIME OF SENDING SUCH NOTICE, THE BORROWERS
(IN CONSULTATION WITH THE AGENT) SHALL SPECIFY THE TIME PERIOD WITHIN WHICH EACH
LENDER IS REQUESTED TO RESPOND (WHICH SHALL IN NO EVENT BE LESS THAN TEN BANKING
DAYS FROM THE DATE OF DELIVERY OF SUCH NOTICE TO THE LENDERS).
2.7.2
LENDER ELECTIONS TO INCREASE.
EACH LENDER SHALL NOTIFY THE AGENT
WITHIN SUCH TIME PERIOD WHETHER OR NOT IT AGREES TO INCREASE ITS COMMITMENT AND,
IF SO, WHETHER BY AN AMOUNT EQUAL TO, GREATER THAN, OR LESS THAN ITS PERCENTAGE
INTEREST OF SUCH REQUESTED INCREASE.
ANY LENDER NOT RESPONDING WITHIN SUCH TIME
PERIOD SHALL BE DEEMED TO HAVE DECLINED TO INCREASE ITS COMMITMENT.
2.7.3
NOTIFICATION BY AGENT; ADDITIONAL LENDERS.
THE AGENT SHALL NOTIFY
THE BORROWERS AND EACH LENDER OF THE LENDERS' RESPONSES TO EACH REQUEST MADE
HEREUNDER.
TO ACHIEVE THE FULL AMOUNT OF A REQUESTED INCREASE AND SUBJECT TO
THE APPROVAL OF THE AGENT (WHICH APPROVALS SHALL NOT BE UNREASONABLY WITHHELD),
THE BORROWER MAY ALSO INVITE ANOTHER PERSON TO BECOME LENDERS PURSUANT TO