REVOLVING CREDIT COMMITMENT MAY BE
INCREASED (UP TO THE AMOUNT OF SUCH APPROVED FACILITY INCREASE, IN THE
AGGREGATE) BY HAVING ONE OR MORE NEW REVOLVING CREDIT LENDERS INCREASE THE
AMOUNT OF THEIR THEN EXISTING REVOLVING CREDIT COMMITMENTS OR BECOME REVOLVING
CREDIT LENDERS, SUBJECT TO AND IN ACCORDANCE WITH THIS PROVISIONS OF THIS
SECTION 2.02.2.
ANY FACILITY INCREASE SHALL BE SUBJECT TO THE FOLLOWING
LIMITATIONS AND CONDITIONS:
(I) ANY INCREASE (IN THE AGGREGATE) IN THE
AGGREGATE
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REVOLVING CREDIT COMMITMENT, ANY INCREASE IN ANY REVOLVING CREDIT COMMITMENT AND
ANY NEW REVOLVING CREDIT COMMITMENT SHALL (UNLESS OTHERWISE AGREED TO BY THE
BORROWER AND THE AGENT) NOT BE LESS THAN $5,000,000 (AND (UNLESS OTHERWISE
AGREED TO BY THE BORROWER AND THE AGENT) SHALL BE IN INTEGRAL MULTIPLES OF
$1,000,000 IF IN EXCESS THEREOF); (II) NO FACILITY INCREASE PURSUANT TO THIS
SECTION 2.02.2 SHALL INCREASE THE AGGREGATE REVOLVING CREDIT COMMITMENT TO AN
AMOUNT IN EXCESS OF $350,000,000; (III) THE BORROWER AND EACH NEW REVOLVING
CREDIT LENDER SHALL HAVE EXECUTED AND DELIVERED A COMMITMENT AND ACCEPTANCE (THE
"COMMITMENT AND ACCEPTANCE") SUBSTANTIALLY IN THE FORM OF EXHIBIT D HERETO, AND
THE AGENT SHALL HAVE ACCEPTED AND EXECUTED THE SAME; (IV) THE BORROWER SHALL
HAVE EXECUTED AND DELIVERED TO THE AGENT SUCH REVOLVING CREDIT NOTE OR REVOLVING
CREDIT NOTES AS THE AGENT SHALL REQUIRE TO REFLECT SUCH FACILITY INCREASE; (V)
THE BORROWER SHALL HAVE DELIVERED TO THE AGENT OPINIONS OF COUNSEL
(SUBSTANTIALLY SIMILAR TO THE FORMS OF OPINIONS PROVIDED FOR IN SECTION 3.01(6),
MODIFIED TO APPLY TO THE FACILITY INCREASE AND EACH REVOLVING CREDIT NOTE AND
COMMITMENT AND ACCEPTANCE EXECUTED AND DELIVERED IN CONNECTION THEREWITH); (VI)
THE GUARANTORS SHALL HAVE CONSENTED IN WRITING TO THE FACILITY INCREASE AND
SHALL HAVE AGREED THAT THEIR GUARANTIES CONTINUE IN FULL FORCE AND EFFECT; AND
(VII) THE BORROWER AND EACH NEW REVOLVING CREDIT LENDER SHALL OTHERWISE HAVE
EXECUTED AND DELIVERED SUCH OTHER INSTRUMENTS AND DOCUMENTS AS THE AGENT SHALL
HAVE REASONABLY REQUESTED IN CONNECTION WITH SUCH FACILITY INCREASE.
THE FORM
AND SUBSTANCE OF THE DOCUMENTS REQUIRED UNDER CLAUSES (III) THROUGH (VII) ABOVE
SHALL BE FULLY ACCEPTABLE TO THE AGENT.
THE AGENT SHALL PROVIDE WRITTEN NOTICE
TO ALL OF THE LENDERS HEREUNDER OF ANY FACILITY INCREASE.
(B)
NEW REVOLVING CREDIT LENDERS' LOANS AND
PARTICIPATION IN FACILITY LETTERS OF CREDIT.
UPON THE EFFECTIVE DATE OF ANY
INCREASE IN THE AGGREGATE REVOLVING CREDIT COMMITMENT PURSUANT TO THE PROVISIONS
HEREOF (THE "INCREASE DATE"), WHICH INCREASE DATE SHALL BE MUTUALLY AGREED UPON
BY THE BORROWER, EACH NEW REVOLVING CREDIT LENDER AND THE AGENT, (I) SUCH NEW
REVOLVING CREDIT LENDER SHALL BE DEEMED TO HAVE IRREVOCABLY AND UNCONDITIONALLY
PURCHASED AND RECEIVED, WITHOUT RECOURSE OR WARRANTY FROM THE REVOLVING CREDIT
LENDERS, AN UNDIVIDED INTEREST AND PARTICIPATION IN ANY FACILITY LETTER OF
CREDIT THEN OUTSTANDING, RATABLY, SUCH THAT EACH REVOLVING CREDIT LENDER
(INCLUDING EACH NEW REVOLVING CREDIT LENDER) HOLDS A PARTICIPATION INTEREST IN
EACH SUCH FACILITY LETTER OF CREDIT IN THE AMOUNT OF ITS THEN REVOLVING CREDIT
PRO RATA SHARE THEREOF; (II) ON SUCH INCREASE DATE, THE BORROWER