Common use of Incremental Facility Clause in Contracts

Incremental Facility. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more tranches of term loans (each an “Incremental Term Facility”) or an increase in the amount of the Revolving Facility (each, an “Incremental Revolving Facility”; together with the Incremental Term Facilities, each an “Incremental Facility”); provided that (i) at the time of such request, no Event of Default shall have occurred and be continuing, (ii) the Borrower shall be in compliance with the covenants contained in Section 7.1 determined on a pro forma basis as of the last day of the most recent period of the Borrower for which financial statements are available as if any term loans under such Incremental Facility had been outstanding and any revolving commitment under such Incremental Facility (to the extent available to make Loans) had been fully used on the last day of such period; provided, that, for an Incremental Facility that is requested in connection with the financing of a Limited Condition Acquisition, the pro forma financial covenant compliance condition in this clause (ii) shall be computed based on the immediately preceding four fiscal quarter period for which financial statements are available prior to the date on which the definitive acquisition agreement for such Limited Condition Acquisition is entered into and (iii) the aggregate principal amount of the Incremental Facilities shall not exceed $150,000,000. Each Incremental Facility shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the immediately preceding sentence).

Incremental Facility. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more tranches of term loans (each an “Incremental Term Facility”) or an increase in the amount of the Revolving Facility (each, an “Incremental Revolving Facility”; together with the Incremental Term Facilities, each an “Incremental Facility”); provided that (i) at the time of such request, no Event of Default shall have occurred and be continuing, (ii) the Borrower shall be in compliance with the covenants contained in Section 7.1 Article VI determined on a pro forma basis as of the last day of the most recent period of the Borrower for which financial statements are available as if any term loans under such Incremental Facility had been outstanding and any revolving commitment under such Incremental Facility (to the extent available to make Loans) had been fully used on the last day of such period; provided, that, for an Incremental Facility that is requested in connection with the financing of a Limited Condition Acquisition, the pro forma financial covenant compliance condition in this clause (ii) shall be computed based on the immediately preceding four fiscal quarter period for which financial statements are available prior to the date on which the definitive acquisition agreement for such Limited Condition Acquisition is entered into and (iii) the aggregate principal amount of the Incremental Facilities shall not exceed $150,000,000. Each Incremental Facility shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the immediately preceding sentence).

Incremental Facility. (ai) The Administrative Borrower may at any time or from time to time after time, in accordance with and subject to the Closing Dateterms of this Agreement, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (other than Revolving Loans) (each an of which shall be deemed separate and independent tranches from the Loans and from each other such additional tranche of loans unless such additional tranche of loans has terms identical in all respects to the Loans or any other then existing tranche of additional term loans) to be funded in Dollars (the “Incremental Term Facility”) or an increase in the amount of the Revolving Facility (each, an “Incremental Revolving Facility”; together with the Incremental Term Facilities, each an “Incremental FacilityLoans”); provided that (ix) at the time of any such request, request no Default or Event of Default shall have occurred exist and be continuingat the time that any such Incremental Loan is made and, after giving effect thereto, no Default or Event of Default shall exist, (iiy) the Borrower shall be in compliance with the covenants contained in Section 7.1 determined on a pro forma basis as each tranche of the last day of the most recent period of the Borrower for which financial statements are available as if any term loans under such Incremental Facility had been outstanding and any revolving commitment under such Incremental Facility (to the extent available to make Loans) had been fully used on the last day of such period; provided, that, for an Incremental Facility that is requested in connection with the financing of a Limited Condition Acquisition, the pro forma financial covenant compliance condition in this clause (ii) shall be computed based on the immediately preceding four fiscal quarter period for which financial statements are available prior to the date on which the definitive acquisition agreement for such Limited Condition Acquisition is entered into and (iii) the aggregate principal amount of the Incremental Facilities shall not exceed $150,000,000. Each Incremental Facility Loans shall be in an aggregate principal amount that is not less than $25,000,000 10,000,000 (provided and in minimum increments of $5,000,000 in excess thereof), and the aggregate principal amount of all Incremental Loans funded pursuant to this Section 2.01(b) shall not exceed $90,000,000, and (z) each Borrower shall be in compliance with the financial covenants contained in Sections 11.08 through 11.10, inclusive, on a Pro Forma Basis after giving effect to the proposed Incremental Loan and the Permitted Acquisitions, if any, funded thereby. Holdings shall deliver to Administrative Agent, prior to the effectiveness of any Incremental Loan Commitment, a certificate of an Authorized Officer of Holdings certifying that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit condition set forth clause (z) in the immediately preceding sentence)sentence is satisfied after giving effect to any such Incremental Loan Commitment and containing reasonably detailed calculations.

Incremental Facility. (a) The Borrower may at any time or from From time to time after the Closing Date, by upon at least 30 days’ prior written notice to the Administrative Facility Agent (whereupon which notice shall be promptly transmitted by the Administrative Facility Agent shall promptly deliver a copy to each of the Lenders), request one or more tranches of term loans (each an “Incremental Term Facility”) or an the Borrower shall have the right, subject to the terms and conditions set forth below, to increase in the aggregate amount of the Revolving Facility Energy Hedging Commitment (eachany such increase referred to herein, as an “Energy Hedging Incremental Revolving Facility”; together with the Incremental Term Facilities, each an “Incremental FacilityLoan”); provided that that, (i) at the time of any such requestrequest and upon the effectiveness of any such Energy Hedging Incremental Loan, no Default or Event of Default shall have occurred and be continuingexist or would exist after giving effect thereto, (ii) the Borrower shall such increase must be in compliance with the covenants contained a minimum amount of $50,000,000 and in Section 7.1 determined on a pro forma basis as integral multiples of the last day of the most recent period of the Borrower for which financial statements are available as if any term loans under $5,000,000 above such Incremental Facility had been outstanding and any revolving commitment under such Incremental Facility (to the extent available to make Loans) had been fully used on the last day of such period; providedamount, that, for an Incremental Facility that is requested in connection with the financing of a Limited Condition Acquisition, the pro forma financial covenant compliance condition in this clause (ii) shall be computed based on the immediately preceding four fiscal quarter period for which financial statements are available prior to the date on which the definitive acquisition agreement for such Limited Condition Acquisition is entered into and (iii) the aggregate principal Energy Hedging Commitment shall not be increased to an amount greater than the Maximum Energy Hedging Incremental Facility Amount without the prior written consent of the Incremental Facilities Majority Lenders, (iv) no individual Lender’s Commitment may be increased without such Lender’s written consent, (v) the Borrower shall not exceed $150,000,000. Each Incremental Facility execute and deliver a Note or Notes as are necessary and requested by the applicable Lenders to reflect the increase in the Energy Hedging Commitment, (vi) Schedule 2.01 shall be amended to reflect the revised Commitments of the Lenders and (vii) if any Loans are outstanding at the time of an increase in an aggregate principal amount that is not less than $25,000,000 the Energy Hedging Commitment, the Borrower will prepay (provided that any such prepayment shall be subject to Section 2.03), one or more existing Energy Hedging Loans in an amount may be less than $25,000,000 if necessary such amount represents all remaining availability under that after giving effect to the limit set forth increase in the immediately preceding sentence)Energy Hedging Commitment, each Energy Hedging Lender will hold its pro rata share (based on its share of the revised Energy Hedging Commitment) of outstanding Energy Hedging Loans.

Incremental Facility. (a) The Borrower may at At any time or from time prior to time after the Closing sixth anniversary of the Effective Date, the U.S. Borrower may, by notice to the U.S. Administrative Agent (whereupon the Administrative Agent which shall promptly deliver a copy to each of the Lenders), request one or more tranches the addition of a new tranche of term loans (each an the “Incremental Term Facility”) or an increase in the amount of the Revolving Facility (each, an “Incremental Revolving Facility”; together with the Incremental Term Facilities, each an “Incremental FacilityLoans”); provided that (i) both at the time of any such requestrequest and upon the effectiveness of the Incremental Facility Amendment referred to below, no Event of Default shall have occurred exist and be continuing, at the time that any such Incremental Term Loans are made (iiand after giving effect thereto) no Default shall exist and Holdings and the Borrower Borrowers shall be in compliance with the covenants contained in Section 7.1 6.01, determined on a pro forma basis as of if such Incremental Term Loans had been incurred at the last day beginning of the most recent period of the Borrower for which financial statements are available as if any term loans under such testing compliance therewith. The Incremental Facility had been outstanding and any revolving commitment under such Incremental Facility Term Loans (to the extent available to make Loansi) had been fully used on the last day of such period; provided, that, for an Incremental Facility that is requested in connection with the financing of a Limited Condition Acquisition, the pro forma financial covenant compliance condition in this clause (ii) shall be computed based on the immediately preceding four fiscal quarter period for which financial statements are available prior to the date on which the definitive acquisition agreement for such Limited Condition Acquisition is entered into and (iii) the aggregate principal amount of the Incremental Facilities shall not exceed $150,000,000. Each Incremental Facility shall be in an aggregate principal amount not exceeding (in the aggregate) $250,000,000, (ii) shall rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans, (iii) shall not mature earlier than the Term Loan Maturity Date (but may, subject to clause (iv) below, have amortization and commitment reductions prior to such date), (iv) shall not have a weighted average life that is shorter than that of the Initial Term Loans, (v) shall not accrue interest at a rate or rates in excess of the interest rates applicable to the Initial Term Loans and (vi) shall otherwise be treated no more favorably than the Initial Term Loans (in each case, including with respect to mandatory and voluntary prepayments and financial covenants); provided that the terms and conditions applicable to the Incremental Term Loans may provide for additional or different financial or other covenants applicable only during periods after the Term Loan Maturity Date. Such notice shall set forth the requested amount of Incremental Term Loans. In the event that existing Lenders provide commitments in an aggregate amount less than $25,000,000 the total amount of the Incremental Term Loans requested by the U.S. Borrower (provided that but the U.S. Borrower shall not have any obligation to request any Lender to provide any amount of the Incremental Term Loans), the U.S. Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Additional Lender”) to extend commitments to provide Incremental Term Loans in an aggregate amount equal to the unsubscribed amount. Commitments in respect of Incremental Term Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the U.S. Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the U.S. Administrative Agent. Subject to clauses (i) through (vi) above, the Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be less than $25,000,000 if such amount represents all remaining availability under necessary or appropriate, in the limit opinion of the U.S. Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (it being understood that all references to “the immediately preceding sentencedate of such Borrowing” in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Facility Amendment). No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees.