Common use of Additional Term Loan Commitments Clause in Contracts

Additional Term Loan Commitments. Company may, concurrently with or any time after an IPO, by notice to Administrative Agent, issue additional Term Loans under this Agreement in an aggregate amount of not more than $135,000,000 to Eligible Assignees that are approved by Administrative Agent (such approval not to be unreasonably withheld or delayed) (each such additional Term Loan, a “Supplemental Term Loan”, and collectively, the “Supplemental Term Loans”), which Supplemental Term Loans may be issued as additional Term Loans or as a new tranche of Term Loans; provided that (a) no Event of Default or Potential Event of Default shall have occurred and be continuing immediately prior to such issuance, or after giving effect thereto; (b) immediately after giving effect to the issuance of the Supplemental Term Loans, the Applicable Consolidated Leverage Ratio shall be 3.80:1.00 or less (provided, however, that for this purpose only, if such issuance occurs before September 30, 2006 or before a Compliance Certificate has been delivered for the four Fiscal Quarter period ended September 30, 2006, then the Applicable Consolidated Leverage Ratio will be calculated based on Company’s good faith estimate of Consolidated EBITDA for the four Fiscal Quarters ending on September 30, 2006, as certified in an Officer’s Certificate); (c) such Supplemental Term Loans shall be issued on terms and conditions applicable to the Term Loans made pursuant to subsection 2.1A(i), except that interest rates applicable to Supplemental Term Loans may be lower than interest rates set forth in subsection 2.2A; and (d) such issuance will not cause any portion of the Obligations (including the Supplemental Term Loans) to lose the benefit of any subordination agreement existing for the benefit of the Obligations immediately prior to the issuance of such Supplemental Term Loans (unless the affected subordinated Indebtedness will be immediately repaid in full upon the issuance of such Supplemental Term Loans). Nothing contained in this subsection 2.1A(iv) or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such Supplemental Term Loans. Effective upon the issuance of Supplemental Term Loans in accordance with herewith, the Pro Rata Shares of the respective Lenders in respect of the Term Loans shall be proportionally adjusted. Administrative Agent and Company may amend this Agreement and the other Loan Documents without the consent of the Lenders (notwithstanding anything to the contrary in subsection 10.6) to the extent necessary to give effect to the issuance of such Supplemental Term Loans (provided such amendment does not adversely affect any Lender in a manner not expressly permitted by this subsection 2.1A(iv)), including, without limitation, for the purposes of providing for the Supplemental Term Loans and Lenders thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the other Loans made under this Agreement.” 1.3 Amendment to Subsection 2.5: Use of Proceeds. Subsection 2.5A of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: “The proceeds of the Supplemental Term Loans, if and when issued, shall be applied by Company to repay Indebtedness of the Loan Parties and to pay fees and expenses related to the transactions contemplated by the Fifth Amendment.” 1.4 Amendment to Subsection 7.5: Restricted Junior Payments. Subsection 7.5 of the Credit Agreement is hereby amended by deleting clauses (vi) through (ix) therefrom in its entirety and replacing with the following:

Additional Term Loan Commitments. Company (a) The Borrower may, concurrently with or any at one time after an IPO, only during the term of the Term Facility by written notice (the "ADDITIONAL TERM LOAN NOTICE") to the Administrative Agent, issue additional Agent request Additional Term Loans under this Agreement Commitments which shall have the same terms as the Term Commitments in an aggregate amount not to exceed the Additional Term Amount from one or more Additional Term Lenders, which may include any existing Lender; PROVIDED that each Additional Term Lender, if not already a Lender hereunder, shall be subject to the approval of not more than $135,000,000 to Eligible Assignees that are approved by the Administrative Agent (such which approval shall not to be unreasonably withheld or delayeddelayed and, if withheld, the reason therefor shall be specified in writing). The Additional Term Loan Notice shall set forth the amount of the Additional Term Commitments being requested (which shall be in a minimum amount of $5,000,000, a maximum amount of $25,000,000 and in minimum increments of $1,000,000), the effective date of such commitments, which shall be no less than 15 days following the delivery of the Additional Term Loan Notice (the "ADDITIONAL TERM COMMITMENT EFFECTIVE DATE") (each such additional and the drawing date of the Additional Term Loan, . The Borrower may elect to make a “Supplemental Term Loan”, and collectively, the “Supplemental Term Loans”), which Supplemental Term Loans may be issued as additional Term Loans or as a new tranche of Term Loans; provided that (a) no Event of Default or Potential Event of Default shall have occurred and be continuing immediately prior to such issuance, or after giving effect thereto; (b) immediately after giving effect to the issuance single drawing of the Supplemental Additional Term Loans, Loan on the Applicable Consolidated Leverage Ratio shall be 3.80:1.00 or less date specified for such drawing in the Additional Term Loan Notice during the period beginning the Additional Term Commitment Effective Date through the date that is ninety days thereafter (provided, however, that for this purpose only, if such issuance occurs before September 30, 2006 or before a Compliance Certificate has been delivered for period being the four Fiscal Quarter period ended September 30, 2006, then "ADDITIONAL TERM LOAN DRAWING PERIOD"). During the Applicable Consolidated Leverage Ratio will be calculated based on Company’s good faith estimate of Consolidated EBITDA for the four Fiscal Quarters ending on September 30, 2006, as certified in an Officer’s Certificate); (c) such Supplemental Additional Term Loans shall be issued on terms Loan Drawing Period and conditions applicable to the Term Loans made pursuant to subsection 2.1A(i), except that interest rates applicable to Supplemental Term Loans may be lower than interest rates set forth in subsection 2.2A; and (d) such issuance will not cause any portion of the Obligations (including the Supplemental Term Loans) to lose the benefit of any subordination agreement existing for the benefit of the Obligations immediately prior to the issuance date specified in the Additional Term Loan Notice for the drawing of such Supplemental Term Loans (unless the affected subordinated Indebtedness will be immediately repaid in full upon the issuance of such Supplemental Additional Term Loans). Nothing contained in this subsection 2.1A(iv) or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such Supplemental Term Loans. Effective upon the issuance of Supplemental Term Loans in accordance with herewith, the Pro Rata Shares of the respective Lenders in respect of the Term Loans shall be proportionally adjusted. Administrative Agent and Company may amend this Agreement and the other Loan Documents without the consent of the Lenders (notwithstanding anything to the contrary in subsection 10.6) to the extent necessary to give effect to the issuance of such Supplemental Term Loans (provided such amendment does not adversely affect any Lender in a manner not expressly permitted by this subsection 2.1A(iv)), including, without limitation, for the purposes of providing for the Supplemental Term Loans and Lenders thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the other Loans made under this Agreement.” 1.3 Amendment to Subsection 2.5: Use of Proceeds. Subsection 2.5A of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: “The proceeds of the Supplemental Term Loans, if and when issued, shall be applied by Company to repay Indebtedness of the Loan Parties and to pay fees and expenses related to the transactions contemplated by the Fifth Amendment.” 1.4 Amendment to Subsection 7.5: Restricted Junior Payments. Subsection 7.5 of the Credit Agreement is hereby amended by deleting clauses (vi) through (ix) therefrom in its entirety and replacing with the following:,