Common use of Incremental Term Loans and Incremental Revolving Commitments Clause in Contracts

Incremental Term Loans and Incremental Revolving Commitments. (a) Each Incremental Term Loan Lender party hereto severally agrees to make, on the Amendment No. 3 Closing Date, term loans (collectively, the “Incremental Term Loans”) in US Dollars to the US Borrower in an amount equal to the commitment amount set forth next to such Incremental Term Loan Lender’s name in Schedule 1 hereto under the caption “Incremental Term Commitment” (the “Incremental Term Commitment”) on the terms and subject solely to the conditions set forth in Section 6(a) of this Agreement. The Incremental Term Loan Lender’s Incremental Term Commitment shall terminate on the Amendment No. 3 Closing Date (immediately after giving effect to the Borrowing of Incremental Term Loans on such date). Incremental Term Loans borrowed under this Section 2 and subsequently repaid or prepaid may not be reborrowed. The US Borrower shall utilize the proceeds of the Incremental Term Loans made on the Amendment No. 3 Closing Date, together with cash on hand, to (i) finance the Acquisition (including any working capital and/or purchase price adjustments), (ii) pay interest, fees, premiums, expenses and other transaction costs in connection with the foregoing and (iii) for general corporate purposes. (b) If the US Borrower requests to have the Incremental Term Loans be LIBO Rate Loans, the Agent and each Incremental Term Loan Lender party hereto hereby consents to an Interest Period for the Incremental Term Loans beginning on the Amendment No. 3 Closing Date and ending on the last day of the Interest Period then in effect with respect to the Initial Term Loans. (c) Each Incremental Revolving Lender party hereto severally agrees to provide, on the Amendment No. 3 Closing Date, Revolving Credit Commitments (collectively, the “Incremental Revolving Commitments”) to (i) the US Borrower in US Dollars or (ii) the Canadian Borrower in US Dollars or Canadian Dollars, in each case, in an amount not to exceed the commitment amount set forth next to such Incremental Revolving Lender’s name in Schedule 2 hereto under the caption Incremental Revolving Commitment on the terms and subject solely to the conditions set forth in Section 6(b) of this Agreement. The Borrowers may utilize the proceeds of the Incremental Revolving Loans together with any drawing of Revolving Loans under the Credit Agreement (i) on the Amendment No. 3, Closing Date for general corporate purposes in an aggregate principal amount not to exceed $5 million and (ii) after the Amendment No. 3 Closing Date, to finance working capital needs and other general corporate purposes of the Borrowers and their respective subsidiaries.

Incremental Term Loans and Incremental Revolving Commitments. (a) Each The Borrower may, by written notice to the Administrative Agent from time to time, request (i) Incremental Term Loan Lender party hereto severally agrees Commitments and/or (ii) Incremental Revolving Commitments in an aggregate amount not to make, on exceed the Amendment No. 3 Closing Date, term loans (collectively, the “Incremental Amount from one or more Incremental Term Loans”Lenders and/or Incremental Revolving Lenders, all of which must be Eligible Assignees. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Commitments being requested (which shall be in US Dollars to the US Borrower in an minimum increments of $1,000,000 and a minimum amount of $10,000,000 or such lesser amount equal to the commitment amount set forth next to remaining Incremental Amount), (ii) the date on which such Incremental Term Loan Lender’s name Commitments and/or Incremental Revolving Commitments are requested to become effective (which shall not be less than 10 Business Days or such shorter time as the Administrative Agent may agree nor more than 60 days after the date of such notice), and (iii) whether, in Schedule 1 hereto the case of Incremental Term Loan Commitments, such Incremental Term Loan Commitments are commitments to make additional Term Loans or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”). Incremental Term Loan Commitments, Incremental Term Loans, Other Term Loans, Incremental Revolving Commitments and Incremental Revolving Loans shall be secured by the Collateral under the caption “Loan Documents on a pari passu basis with the Loans. (b) The Borrower may seek Incremental Term Commitment” Loan Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and additional banks, financial institutions, other institutional lenders or other entities which extend credit or buy loans in the ordinary course who, in each case are Eligible Assignees and who will become Incremental Term Lenders in connection therewith. The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of each Incremental Term Lender. The terms and provisions of the Incremental Term Loans shall be identical to those of the Term Loans except as otherwise set forth herein or in the Incremental Term Loan Assumption Agreement (it being understood that any other terms and provisions of the Incremental Term Loans, to the extent not consistent with and not materially more restrictive to the Borrower than the Term Loans, shall otherwise be reasonably satisfactory to the Administrative Agent). Without the prior written consent of the Required Lenders, (i) the final maturity date of any Other Term Loans shall be no earlier than the Term Loan Maturity Date, (ii) the Weighted Average Life to Maturity of the Other Term Loans shall be no shorter than the average life to maturity of the Term Loans and (iii) if the initial yield on such Other Term Loans (as determined by the Administrative Agent to be equal to the sum of (x) the margin above the Adjusted LIBO Rate on such Other Term Loans (inclusive of any Alternate Base Rate or Adjusted LIBO Rate floors), and (y) if such Other Term Loans are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from Holdings, the Borrower or any Subsidiary for doing so (excluding any customary arrangement, underwriting, structuring or similar fees in connection with such Other Term Loans that are not paid to all of the Lenders providing such Other Term Loans) (the amount of such discount or fee, expressed as a percentage of the Other Term Loans, being referred to herein as “OID”), the amount of such OID divided by the lesser of (A) the average life to maturity of such Other Term Loans and (B) four) exceeds the Applicable Margin then in effect for Eurodollar Term Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Term Loan Yield Differential”), then the Applicable Margin then in effect for Term Loans shall automatically be increased by the Term Loan Yield Differential, effective upon the making of the Other Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term CommitmentLoan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment and the Incremental Term Loans evidenced thereby, and the Administrative Agent and the Borrower may revise this Agreement to evidence such amendments. (c) The Borrower may seek Incremental Revolving Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and additional banks, financial institutions, other institutional lenders or other entities which extend credit or buy loans in the ordinary course who, in each case are Eligible Assignees and who will become Incremental Revolving Lenders in connection therewith. The Borrower and each Incremental Revolving Lender shall execute and deliver to the Administrative Agent an Incremental Revolving Commitment Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Revolving Commitment of each Incremental Revolving Lender. The terms and provisions of the Incremental Revolving Loans shall be identical to those of the Revolving Loans except, subject to the immediately following sentence, with respect to fees and interest rate margins, as set forth herein or in the Incremental Revolving Commitment Assumption Agreement. Without the prior written consent of the Required Revolving Lenders, if the initial yield on such Incremental Revolving Loans (as determined in the manner described in clause (b)(iii) above, provided that commitment fees shall also be included when calculating the margin above the Adjusted LIBO Rate on such Incremental Revolving Loans and Eurodollar Revolving Loans under this Agreement) exceeds the Applicable Margin then in effect for Eurodollar Revolving Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Revolving Loan Yield Differential”), then the Applicable Margin then in effect for Revolving Loans shall automatically be increased by the Revolving Loan Yield Differential, effective upon the making of the Incremental Revolving Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Revolving Commitment Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Revolving Commitment Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Commitment and the Incremental Revolving Loans evidenced thereby, and the Administrative Agent and the Borrower may revise this Agreement to evidence such amendments. (d) Notwithstanding the foregoing, no Incremental Term Loan Commitment or Incremental Revolving Commitment shall become effective under this Section 2.19 unless (i) on the terms and subject solely to date of such effectiveness, the conditions set forth in Section 6(aparagraphs (b) and (c) of this Agreement. The Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) all fees and expenses owing to the Administrative Agent, the Incremental Term Lenders and/or the Incremental Revolving Lenders, as the case may be, shall have been paid, (iii) except as otherwise specified in the applicable Incremental Term Loan Lender’s Assumption Agreement and/or Incremental Revolving Commitment Assumption Agreement (as the case may be), the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders and/or Incremental Revolving Lenders, as the case may be) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and substantially consistent with those delivered on the Effective Date under Section 4.01 and (iv) the proceeds of any Incremental Term Loans or Incremental Revolving Loans incurred pursuant to clause (x) of the definition of “Incremental Amount” are used solely to pay consideration in connection with a Permitted Acquisition or an investment otherwise permitted under Section 6.04. (e) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Term Loans on a pro rata basis. This may be accomplished by requiring each outstanding Eurodollar Term Borrowing to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar Term Borrowing on a pro rata basis. Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.15. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Term Borrowing, then the interest rate thereon for such Interest Period and the other economic consequences thereof shall be as set forth in the applicable Incremental Term Loan Assumption Agreement. In addition, to the extent any Incremental Term Loans are not Other Term Loans, the scheduled amortization payments under Section 2.09(a) required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans and shall be further increased for all Lenders on a pro rata basis to the extent necessary to avoid any reduction in the amortization payments to which the Term Lenders were entitled before such recalculation. (f) Each of the parties hereto hereby agrees on each date on which Incremental Revolving Commitments become effective, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Lenders and Incremental Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall terminate be deemed for all purposes a Revolving Commitment and each Incremental Revolving Loan made thereunder shall be deemed, for all purposes, a Revolving Loan, (c) any Borrowings under the Incremental Revolving Commitment and any participations in Letters of Credit in connection therewith shall be on a pro rata basis with the Amendment No. 3 Closing Date Revolving Commitments and all other Incremental Revolving Commitments and (d) each Incremental Revolving Lender shall become a Lender with respect to the Incremental Revolving Commitment and all matters relating thereto. (g) Notwithstanding anything to the contrary contained in this Section 2.19 or elsewhere in this Agreement, the Borrower may elect to issue Additional Term Notes consistent with the provisions set forth in Section 2.19(d) above in lieu of Incremental Term Loans; provided, that the aggregate principal amount of such Additional Term Notes shall not exceed the greater of (x) $150,000,000 (less the sum of (i) the aggregate amount of all Incremental Term Loan Commitments and Incremental Revolving Commitments established and Additional Term Notes issued prior to such time pursuant to Section 2.19 and (ii) the aggregate amount of all Second Lien Incremental Term Loan Commitments established and Additional Term Notes (as defined under the Second Lien Credit Agreement) issued prior to such time pursuant to Section 2.19 of the Second Lien Credit Agreement) and (y) such other amount so long as immediately before and immediately after giving effect to the Borrowing requested Additional Term Notes, as of Incremental Term Loans on such date). Incremental Term Loans borrowed under this Section 2 and subsequently repaid or prepaid may not be reborrowed. The US Borrower shall utilize the proceeds of the Incremental Term Loans made on the Amendment No. 3 Closing Date, together with cash on hand, to (i) finance the Acquisition (including any working capital and/or purchase price adjustments), (ii) pay interest, fees, premiums, expenses and other transaction costs in connection with the foregoing and (iii) for general corporate purposes. (b) If the US Borrower requests to have the Incremental Term Loans be LIBO Rate Loans, the Agent and each Incremental Term Loan Lender party hereto hereby consents to an Interest Period for the Incremental Term Loans beginning on the Amendment No. 3 Closing Date and ending on the last day of the Interest Period then in effect with respect most recently ended fiscal quarter for which financial statements were delivered (or required to be delivered) pursuant to Section 5.01 to the Initial Term Loans. (c) Each Incremental Revolving Lender party hereto severally agrees to provide, on the Amendment No. 3 Closing Date, Revolving Credit Commitments (collectivelyAdministrative Agent, the “Incremental Revolving Commitments”) First Lien Leverage Ratio of the Borrower shall be less than or equal to (i) the US Borrower in US Dollars or (ii) the Canadian Borrower in US Dollars or Canadian Dollars3.80 to 1.00, in each case, in an amount not to exceed the commitment amount set forth next calculated on a Pro Forma Basis after giving effect to such Incremental Revolving Lender’s name in Schedule 2 hereto under the caption Incremental Revolving Commitment on the terms and subject solely to the conditions set forth in Section 6(b) of this Agreement. The Borrowers may utilize the proceeds of the Incremental Revolving Loans together with any drawing of Revolving Loans under the Credit Agreement (i) on the Amendment No. 3, Closing Date for general corporate purposes in an aggregate principal amount not to exceed $5 million and (ii) after the Amendment No. 3 Closing Date, to finance working capital needs and other general corporate purposes of the Borrowers and their respective subsidiariesAdditional Term Notes.