Common use of Facilities Increase Clause in Contracts

Facilities Increase. (i) The Borrower Representative shall have the right to send to the Administrative Agent at any time after the Closing Date, and from time to time, a Facilities Increase Notice to request (A) an increase in the aggregate principal amount of the Tranche A Term Loan Facility to be effectuated by the disbursement of one or more additional Tranche A Term Loans (each, an “Incremental Tranche A Term Loan”) in excess of the Tranche A Term Loans outstanding on the Closing Date, (B) an increase in the aggregate principal amount of the Tranche B Term Loan Facility to be effectuated by the disbursement of one or more additional Tranche B Term Loans (each, an “Incremental Tranche B Term Loan” and, together with each Incremental Tranche A Term Loan, each a “Incremental Term Loan”) in excess of the Tranche B Term Loans outstanding on the Closing Date, (C) an increase in the aggregate principal amount of the Dollar Revolving Credit Commitments (each such increase, a “Dollar Revolving Commitment Increase”) or (D) an increase in the aggregate principal amount of the Multicurrency Revolving Credit Commitments (each such increase, a “Multicurrency Revolving Commitment Increase” and, together with each Dollar Revolving Commitment Increase, each a “Revolving Commitment Increase”) (each Revolving Commitment Increase, together with each Incremental Term Loan, each a “Facilities Increase”), in a principal amount not to exceed (x) $150,000,000 in the aggregate for all such requests for Revolving Commitment Increases made after the Closing Date (and subject to the limitation on the Luxembourg Borrower’s (but not the US Borrower’s) ability to incur Multicurrency Revolving Loans pursuant to such increased Multicurrency Revolving Credit Commitment as described below) and (y) without expanding the limitation in clause (x) above, (i) $500,000,000 plus (ii) if, at the time of incurrence of such Incremental Facility, the Senior Secured Leverage Ratio is less than 1.50:1.00, an additional $500,000,000, in the aggregate for all such requests for Facilities Increases after the Closing Date; provided, that no Facilities Increase shall be effective earlier than ten (10) days after the delivery of the Facilities Increase Notice to the Administrative Agent in respect of such Facilities Increase. Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or consent to any increase in the Term Loan Commitments or the Revolving Credit Commitments, as applicable, and any such increase may be subject to changes in any term of this Agreement reasonably acceptable to the Administrative Agent and the Borrower Representative, except as otherwise provided in this Section 2.01(c) but notwithstanding the provisions of Section 10.01 (

Facilities Increase. (i) The Borrower Representative shall have the right to send to the Administrative Agent at any time Agent, after the Closing Date, and from time to time, a Facilities Increase Notice to request (A) an increase in the aggregate principal amount of the Tranche A Term Loan Facility to be effectuated by the disbursement of one or more additional Tranche A Term Loans (each, an “Incremental Tranche A Term Loan”) in excess of the Tranche A Term Loans outstanding on the Closing Date, (B) an increase in the aggregate principal amount of the Tranche B Term Loan Facility to be effectuated by the disbursement of one or more additional Tranche B Term Loans (each, an “Incremental Tranche B Term Loan” and, together with each Incremental Tranche A Term Loan, each a “Incremental Term Loan”) in excess of the Tranche B Term Loans outstanding on the Closing Date, (C) an increase in the aggregate principal amount of the Dollar Revolving Credit Commitments (each such increase, a “Dollar Revolving Commitment Increase”) or (D) an increase in the aggregate principal amount of the Multicurrency Revolving Credit Commitments (each such increase, a “Multicurrency Revolving Commitment Increase” and, together with each Dollar Revolving Commitment Increase, each a “Revolving Commitment Increase”) (each Revolving Commitment Increase, together with each Incremental Term Loan, each a “Facilities Increase”)) in the aggregate Revolving Credit Commitments or the disbursement of additional Term Loans in excess of the Term Loans disbursed on the Closing Date, in a principal amount not to exceed (x) $150,000,000 200,000,000 in the aggregate for all such requests for Revolving Commitment Increases made after the Closing Date (and subject to the limitation on the Luxembourg Borrower’s (but not the US Borrower’s) ability to incur Multicurrency Revolving Loans pursuant to such increased Multicurrency Revolving Credit Commitment as described below) and (y) without expanding the limitation in clause (x) above, (i) $500,000,000 plus (ii) if, at the time of incurrence of such Incremental Facility, the Senior Secured Leverage Ratio is less than 1.50:1.00, an additional $500,000,000, in the aggregate for all such requests for Facilities Increases after the Closing Date; provided, however, that (A) no Facilities Increase in the Revolving Credit Facility shall be effective later than one year prior to the Scheduled Termination Date, (B) no Facilities Increase in the Term Loan Facility shall be effective later than one year prior to the Term Loan Maturity Date, (C) no Facilities Increase shall be effective earlier than ten (10) 10 days after the delivery of the Facilities Increase Notice to the Administrative Agent in respect of such Facilities IncreaseIncrease and (D) no more than four Facilities Increases shall be made pursuant to this clause (c). Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or consent to any increase in the Term Loan Commitments or the Revolving Credit Commitments, as applicable, and any such increase may be subject to changes in any term herein. (ii) The terms and provisions of this Agreement each Facilities Increase shall be as follows: (A) terms and provisions of each Facilities Increase of Term Loans (“Incremental Term Loans”) shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term Loans made on the Closing Date (it being understood that Incremental Term Loans may be a part of the Term Loans); (B) the terms and provisions of Revolving Loans made pursuant to new Commitments shall be identical to the Revolving Loans; (C) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the weighted average life to maturity of the existing Term Loans; (D) the maturity date of Incremental Term Loans shall not be earlier than the Term Loan Maturity Date; (E) the Applicable Margins for the Incremental Term Loans shall be determined by Borrower and the Lenders of the Incremental Term Loans; provided that in the event that the Applicable Margins for any Incremental Term Loans are greater than the Applicable Margins for the Term Loans by 50 basis points, then the Applicable Margins for the Term Loans shall be in- creased to the extent necessary so that the Applicable Margins for the Incremental Term Loans do not exceed the Applicable Margins for the Term Loans by more than 50 basis points, and Applicable Margins for Revolving Loans shall be increased by a like amount; provided, further, that in determining the Applicable Margins applicable to the Term Loans and the Incremental Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Lenders of the Term Loans or the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement or commitment fees payable to the Arrangers (or their affiliates) in connection with the Term Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans shall be excluded; (F) except as provided in subclause (E) above, the components of the interest rate or yield for the Incremental Term Loans shall be identical to those for the existing Term Loans; and (G) to the extent that the terms and provisions of Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by subclause (C), (D) or (E) above) they shall be reasonably acceptable satisfactory to the Administrative Agent. (iii) The Administrative Agent shall promptly notify each Lender of the proposed Facilities Increase and of the proposed terms and conditions therefor agreed between the Borrower and the Administrative Agent. Each such Lender (and each of their Affiliates and Approved Funds) may, in its sole discretion, commit to participate in such Facilities Increase by forwarding its commitment to the Administrative Agent therefor in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall allocate, in its sole discretion but in amounts not to exceed for each such Lender the commitment received from such Lender, the Commitments to be made as part of the Facilities Increase to the Lenders from which it has received such written commitments. If the Administrative Agent does not receive enough commitments from existing Lenders or their Affiliates or Approved Funds, it may, after consultation with the Borrower, allocate to Eligible Assignees any excess of the proposed amount of such Facilities Increase agreed with the Borrower over the aggregate amounts of the commitments received from existing Lenders. (iv) The increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by Borrower, the Administrative Agent and each Lender making such increased or new Commitment, in form and substance satisfactory to each of them. The Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the Borrower Representativeother Loan Documents as may be necessary or appropriate, except as otherwise provided in this Section 2.01(c) but notwithstanding the opinion of the Administrative Agent, to effect the provisions of this Section 10.01 2.1(c). In addition, unless otherwise specifically provided herein, all references in Loan Documents to Revolving Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Loans made pursuant to new Commitments and Term Loans, respectively, made pursuant to this Agreement. (v) Each Facilities Increase shall become effective on a date agreed by the Borrower and the Administrative Agent (each, a “Facilities Increase Date”), which shall be in any case on or after the date of satisfaction of the conditions precedent set forth in Section 3.3 (

Facilities Increase. (i) The Borrower Representative shall have the right to send to the Administrative Agent at any time after the Closing Date, and from time to time, a Facilities Increase Notice to request (A) an increase in the aggregate principal amount of the Tranche A Term Loan Facility to be effectuated by the disbursement of one or more additional Tranche A Term Loans (each, an “Incremental Tranche A Term Loan”) in excess of the Tranche A Term Loans outstanding on the Closing Date, (B) an increase in the aggregate principal amount of the Tranche B Term Loan Facility to be effectuated by the disbursement of one or more additional Tranche B Term Loans (each, an “Incremental Tranche B Term Loan” and, together with each Incremental Tranche A Term Loan, each a “Incremental Term Loan”) in excess of the Tranche B Term Loans outstanding on the Closing Date, (C) an increase in the aggregate principal amount of the Dollar Revolving Credit Commitments (each such increase, a “Dollar Revolving Commitment Increase”) or (D) an increase in the aggregate principal amount of the Multicurrency Revolving Credit Commitments (each such increase, a “Multicurrency Revolving Commitment Increase” and, together with each Dollar Revolving Commitment Increase, each a “Revolving Commitment Increase”) (each Revolving Commitment Increase, together with each Incremental Term Loan, each a “Facilities Increase”), in a principal amount not to exceed (x) $150,000,000 in the aggregate for all such requests for Revolving Commitment Increases made after the Closing Date (and subject to the limitation on the Luxembourg Borrower’s (but not the US Borrower’s) ability to incur Multicurrency Revolving Loans pursuant to such increased Multicurrency Revolving Credit Commitment as described below) and (y) without expanding the limitation in clause (x) above, (i) $500,000,000 plus (ii) ifsuch additional amount that would not, after giving effect to the incurrence of such Incremental Facility on a pro forma basis (assuming for such purposes that the entire amount of any such Revolving Commitment Increase is fully funded) cause the Senior Secured Leverage Ratio as at the time of incurrence of such Incremental Facility, the Senior Secured Leverage Ratio is less than 1.50:1.00, an additional $500,000,000, in the aggregate for all such requests for Facilities Increases after the Closing DateFacility to equal or exceed 2.00:1.00; provided, that no Facilities Increase shall be effective earlier than ten (10) days after the delivery of the Facilities Increase Notice to the Administrative Agent in respect of such Facilities Increase. Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or consent to any increase in the Term Loan Commitments or the Revolving Credit Commitments, as applicable, and any such increase may be subject to changes in any term of this Agreement reasonably acceptable to the Administrative Agent and the Borrower Representative, except as otherwise provided in this Section 2.01(c) but notwithstanding the provisions of Section 10.01 (

Facilities Increase. (i) The Borrower Representative shall have the right to send to the Administrative Agent at any time may, after the Closing Date, and from time deliver to time, the Agent a Facilities Increase Notice to request (A) an increase in the aggregate principal amount of the Tranche A Term Loan Facility to be effectuated by the disbursement of one or more additional Tranche A Term Loans (each, an “Incremental Tranche A Term Loan”) in excess of the Tranche A Term Loans outstanding on the Closing Date, (B) an increase in the aggregate principal amount of the Tranche B Term Loan Facility to be effectuated by the disbursement of one or more additional Tranche B Term Loans (each, an “Incremental Tranche B Term Loan” and, together with each Incremental Tranche A Term Loan, each a “Incremental Term Loan”) in excess of the Tranche B Term Loans outstanding on the Closing Date, (C) an increase in the aggregate principal amount of the Dollar Revolving Credit Commitments (each such increase, a “Dollar Revolving Commitment Increase”) or (D) an increase in the aggregate principal amount of the Multicurrency Revolving Credit Commitments (each such increase, a “Multicurrency Revolving Commitment Increase” and, together with each Dollar Revolving Commitment Increase, each a “Revolving Commitment Increase”) (each Revolving Commitment Increase, together with each Incremental Term Loan, each a “Facilities Increase”), ) in the aggregate Revolving Loan Commitments in a principal amount not to exceed (x) $150,000,000 25,000,000 in the aggregate for all such requests for Revolving Commitment Increases made after the Closing Date (and subject to the limitation on the Luxembourg Borrower’s (but not the US Borrower’s) ability to incur Multicurrency Revolving Loans pursuant to such increased Multicurrency Revolving Credit Commitment as described below) and (y) without expanding the limitation in clause (x) above, (i) $500,000,000 plus (ii) if, at the time of incurrence of such Incremental Facility, the Senior Secured Leverage Ratio is less than 1.50:1.00, an additional $500,000,000, in the aggregate for all such requests for Facilities Increases after the Closing Daterequests; provided, however, that (A) no Facilities Increase shall be effective later than 90 days prior to the Termination Date, (B) no Facilities Increase shall be effective earlier than ten (10) days 10 Business Days after the delivery of the Facilities Increase Notice to the Administrative Agent in respect of such Facilities IncreaseIncrease and (c) no Default or Event of Default shall have occurred and be continuing. Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or consent to any increase in the Term Loan Commitments or the Revolving Credit Commitments, as applicable, and any such increase may be subject to changes in any term herein. (ii) The Agent shall promptly notify each Lender of this Agreement reasonably acceptable the proposed Facilities Increase and of the proposed terms and conditions therefor agreed between the Borrowers’ Representative and the Agent. Each such Lender (and each of their Affiliates and Approved Funds) may, in its sole discretion, commit to participate in such Facilities Increase by forwarding its commitment to the Administrative Agent therefor in form and substance reasonably satisfactory to the Agent. The Agent shall allocate, in its sole discretion but in amounts not to exceed for each such Lender the commitment received from such Lender, Affiliate or Approved Fund, the Commitments to be made as part of the Facilities Increase to the Lenders from which it has received such commitments to participate in such Facilities Increase. If the Agent does not receive enough commitments from existing Lenders, their Affiliates or Approved Funds for the Facilities Increase, any excess in the proper amount of such Facilities Increase shall be allocated to other Qualified Assignees which have agreed to participate in the Facilities Increase. (iii) Each Facilities Increase shall become effective after the satisfaction of the conditions precedent set forth in Section 7.3, on a date agreed by the Borrowers and the Borrower RepresentativeAgent (a “Facilities Increase Date”). The Agent shall notify the Lenders and the Borrowers, except on or before 1:00 p.m. (New York time) on the Business Day following the Facilities Increase Date of the effectiveness of the Facilities Increase and shall record in the Register all applicable additional information required to be registered therein because of such Facilities Increase. (iv) On the Facilities Increase Date for any Facilities Increase, each Lender or Qualified Assignee participating in such Facilities Increase shall, if necessary, purchase from each existing Revolving Lender a portion of the Revolving Loans outstanding on such Facilities Increase Date, without recourse or warranty to the extent of such Lender’s or Qualified Assignee’s Pro Rata Share of the new Revolving Commitments (i.e. after giving effect to such Facilities Increase) so as otherwise provided to ensure that, on the Facilities Increase Date after giving effect to such Facilities Increase, each Revolving Lender holds its Pro Rata Share in this Section 2.01(c) but notwithstanding the provisions of Section 10.01 (Revolving Loans outstanding on such Facilities Increase Date.

Facilities Increase. (i) The Borrower Representative shall have the right to send to the Administrative Agent at any time may, after the Closing Date, and from time deliver to time, the Administrative Agent a Facilities Increase Notice to request (A) an increase in the aggregate principal amount of the Tranche A Term Loan Facility to be effectuated by Revolving Credit Commitments or the disbursement of one or more additional Tranche A Term B Loans (eachin either case, an a “Incremental Tranche A Term LoanFacilities Increase”) in excess a principal amount not to exceed $200,000,000 in the aggregate for all such requests; provided, however, that (A) no Facilities Increase shall be effective later than the sixth anniversary of the Tranche A Term Loans outstanding on the Closing Date, (B) an increase in the aggregate principal amount of the Tranche B Term Loan Facility to be effectuated by the disbursement of one or more additional Tranche B Term Loans (each, an “Incremental Tranche B Term Loan” and, together with each Incremental Tranche A Term Loan, each a “Incremental Term Loan”) in excess of the Tranche B Term Loans outstanding on the Closing Date, (C) an increase in the aggregate principal amount of the Dollar Revolving Credit Commitments (each such increase, a “Dollar Revolving Commitment Increase”) or (D) an increase in the aggregate principal amount of the Multicurrency Revolving Credit Commitments (each such increase, a “Multicurrency Revolving Commitment Increase” and, together with each Dollar Revolving Commitment Increase, each a “Revolving Commitment Increase”) (each Revolving Commitment Increase, together with each Incremental Term Loan, each a “Facilities Increase”), in a principal amount not to exceed (x) $150,000,000 in the aggregate for all such requests for Revolving Commitment Increases made after the Closing Date (and subject to the limitation on the Luxembourg Borrower’s (but not the US Borrower’s) ability to incur Multicurrency Revolving Loans pursuant to such increased Multicurrency Revolving Credit Commitment as described below) and (y) without expanding the limitation in clause (x) above, (i) $500,000,000 plus (ii) if, at the time of incurrence of such Incremental Facility, the Senior Secured Leverage Ratio is less than 1.50:1.00, an additional $500,000,000, in the aggregate for all such requests for Facilities Increases after the Closing Date; provided, that no Facilities Increase shall be effective earlier than ten (10) days 10 Business Days after the delivery of the Facilities Increase Notice to the Administrative Agent in respect of such Facilities IncreaseIncrease and (C) no more than 5 Facilities Increases shall be made pursuant to this clause (c). Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or consent to any increase in the Term Loan Commitments or the Revolving Credit Commitments, as applicable, and any such increase may be subject to changes in any term herein. (ii) The Administrative Agent shall promptly notify each Lender of this Agreement reasonably acceptable the proposed Facilities Increase and of the proposed terms and conditions therefor agreed between the Borrower and the Administrative Agent. Each such Lender (and each of their Affiliates and Approved Funds) may, in its sole discretion, commit to participate in such Facilities Increase by forwarding its commitment to the Administrative Agent therefor in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall allocate, in its sole discretion but in amounts not to exceed for each such Lender the commitment received from such Lender, Affiliate or Approved Fund for the applicable Facility, the Commitments to be made as part of the Facilities Increase in such Facility to the Lenders from which it has received such commitments to participate in such Facility. If the Administrative Agent does not receive enough commitments from existing Lenders, their Affiliates or Approved Funds in a Facility subject to a Facility Increase, it may allocate any excess in the proper amount of such Facilities Increase first, to Lenders (or their Affiliates or Approved Funds) participating in other Facilities having, in their sole discretion, committed to participate in such Facility Increase for such Facility and then, to other Eligible Assignees. (iii) Each Facilities Increase shall become effective after the satisfaction of the conditions precedent set forth in Section 3.4, on a date agreed by the Borrower and the Borrower RepresentativeAdministrative Agent (a “Facilities Increase Date”). The Administrative Agent shall notify the Lenders and the Borrower, except on or before 1:00 p.m. on the Business Day following the Facilities Increase Date of the effectiveness of the Facilities Increase and shall record in the Register all applicable additional information required to be registered therein because of such Facilities Increase. (iv) On the Facilities Increase Date for any Facilities Increase in the Revolving Credit Facility, each Lender or Eligible Assignee participating in such Facilities Increase shall purchase from each existing Revolving Credit Lender having Revolving Loans outstanding on such Facilities Increase Date, without recourse or warranty, an undivided interest and participation, to the extent of such Revolving Credit Lender’s Pro Rata Share in the Revolving Credit Facility of the new Revolving Credit Commitments (after giving effect to such Facilities Increase), in the aggregate outstanding Revolving Loans, so as otherwise provided to ensure that, on the Facilities Increase Date after giving effect to such Facilities Increase, each Revolving Credit Lender holds its Pro Rata Share in this Section 2.01(c) but notwithstanding the provisions of Section 10.01 (Revolving Credit Facility and the Revolving Loans outstanding on such Facilities Increase Date.

Facilities Increase. (i) The Borrower Representative shall have the right to send to the Administrative Agent at any time Agent, after the Closing Date, and from time to time, a Facilities Increase Notice to request (A) an increase (each a "FACILITIES INCREASE") in the aggregate principal amount of the Tranche A Term Loan Facility to be effectuated by Revolving Credit Commitments or the disbursement of one or more additional Tranche A Term Loans (each, an “Incremental Tranche A Term Loan”) in excess of the Tranche A Term Loans outstanding on the Closing Date, (B) an increase in the aggregate principal amount of the Tranche B Term Loan Facility to be effectuated by the disbursement of one or more additional Tranche B Term Loans (each, an “Incremental Tranche B Term Loan” and, together with each Incremental Tranche A Term Loan, each a “Incremental Term Loan”) in excess of the Tranche B Term Loans outstanding disbursed on the Closing Date, (C) an increase in the aggregate principal amount of the Dollar Revolving Credit Commitments (each such increase, a “Dollar Revolving Commitment Increase”) or (D) an increase in the aggregate principal amount of the Multicurrency Revolving Credit Commitments (each such increase, a “Multicurrency Revolving Commitment Increase” and, together with each Dollar Revolving Commitment Increase, each a “Revolving Commitment Increase”) (each Revolving Commitment Increase, together with each Incremental Term Loan, each a “Facilities Increase”), in a principal amount not to exceed (x) $150,000,000 in the aggregate for all such requests for requests; PROVIDED, HOWEVER, that (A) no Facilities Increase in the Revolving Commitment Increases made after the Closing Date (and subject Credit Facility shall be effective later than one year prior to the limitation on the Luxembourg Borrower’s (but not the US Borrower’s) ability to incur Multicurrency Revolving Loans pursuant to such increased Multicurrency Revolving Credit Commitment as described below) and (y) without expanding the limitation in clause (x) aboveScheduled Termination Date, (iB) $500,000,000 plus (ii) if, at the time of incurrence of such Incremental Facility, the Senior Secured Leverage Ratio is less than 1.50:1.00, an additional $500,000,000, no Facilities Increase in the aggregate for all such requests for Facilities Increases after Tranche B Facility shall be effective later than 49 CREDIT AGREEMENT PRESTIGE BRANDS, INC. three years prior to the Closing Tranche B Maturity Date; provided, that (C) no Facilities Increase shall be effective earlier than ten (10) 10 days after the delivery of the Facilities Increase Notice to the Administrative Agent in respect of such Facilities IncreaseIncrease and (D) no more than three Facilities Increases shall be made pursuant to this CLAUSE (c). Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or consent to any increase in the Term Loan Commitments or the Revolving Credit Commitments, as applicable, and any such increase may be subject to changes in any term herein. (ii) The Administrative Agent shall promptly notify each Lender of this Agreement reasonably acceptable the proposed Facilities Increase and of the proposed terms and conditions therefor agreed between the Borrower and the Administrative Agent. Each such Lender (and each of their Affiliates and Approved Funds) may, in its sole discretion, commit to participate in such Facilities Increase by forwarding its commitment to the Administrative Agent therefor in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall allocate, in its sole discretion but in amounts not to exceed for each such Lender the commitment received from such Lender, Affiliate or Approved Fund, the Commitments to be made as part of the Facilities Increase to the Lenders from which it has received such written commitments. If the Administrative Agent does not receive enough commitments from existing Lenders or their Affiliates or Approved Funds, it may, after consultation with the Borrower, allocate to Eligible Assignees any excess of the proposed amount of such Facilities Increase agreed with the Borrower over the aggregate amounts of the commitments received from existing Lenders. (iii) Each Facilities Increase shall become effective on a date agreed by the Borrower and the Borrower RepresentativeAdministrative Agent (each a "FACILITIES INCREASE DATE"), except which shall be in any case on or after the date of satisfaction of the conditions precedent set forth in SECTION 3.3 (CONDITIONS PRECEDENT TO EACH FACILITIES INCREASE). The Administrative Agent shall notify the Lenders and the Borrower, on or before 1:00 P.M. (New York City time) on the day following the Facilities Increase Date of the effectiveness of the Facilities Increase on the Facilities Increase Date and shall record in the Register all applicable additional information in respect of such Facilities Increase. (iv) On the Facilities Increase Date for any Facilities Increase in the Revolving Credit Facility, each Lender or Eligible Assignee participating in such Facilities Increase shall purchase from each existing Revolving Credit Lender having Revolving Loans outstanding on such Facilities Increase Date, without recourse or warranty, an undivided interest and participation, to the extent of such Revolving Credit Lender's Ratable Portion of the new Revolving Credit Commitments (after giving effect to such Facilities Increase), in the aggregate outstanding Revolving Loans, so as otherwise provided in this Section 2.01(c) but notwithstanding to ensure that, on the provisions Facilities Increase Date after giving effect to such Facilities Increase, each Revolving Credit Lender is owed only its Ratable Portion of Section 10.01 (the Revolving Loans outstanding on such Facilities Increase Date.

Facilities Increase. (i) The Borrower Representative shall have the right to send to the Administrative Agent at any time Agents, after the Closing Date, and from time to time, a Facilities Increase Notice to request (A) an increase (each a "FACILITIES INCREASE") in the aggregate principal amount of the Tranche A Term Loan Facility to be effectuated by the disbursement of one or more additional Tranche A Term Loans (each, an “Incremental Tranche A Term Loan”"INCREMENTAL TERM LOAN") in excess of the Tranche A Term Loans outstanding on the Closing Date, (B) an increase in the aggregate principal amount of the Tranche B Term Loan Facility to be effectuated by the disbursement of one or more additional Tranche B Term Loans (each, an “Incremental Tranche B Date Term Loan” and, together with each Incremental Tranche A Term Loan, each a “Incremental Term Loan”) in excess of the Tranche B Term Loans outstanding on the Closing Date, (C) an increase in the aggregate principal amount of the Dollar Revolving Credit Commitments (each such increase, a “Dollar Revolving Commitment Increase”) or (D) an increase in the aggregate principal amount of the Multicurrency Revolving Credit Commitments (each such increase, a “Multicurrency Revolving Commitment Increase” and, together with each Dollar Revolving Commitment Increase, each a “Revolving Commitment Increase”) (each Revolving Commitment Increase, together with each Incremental Term Loan, each a “Facilities Increase”), in a principal amount not to exceed (x) $150,000,000 300,000,000 in the aggregate for all such requests for Revolving Commitment Increases made after the Closing Date (and subject to the limitation on the Luxembourg Borrower’s (but not the US Borrower’s) ability to incur Multicurrency Revolving Loans pursuant to such increased Multicurrency Revolving Credit Commitment as described below) and (y) without expanding the limitation in clause (x) above, (i) $500,000,000 plus (ii) if, at the time of incurrence of such Incremental Facility, the Senior Secured Leverage Ratio is less than 1.50:1.00, an additional $500,000,000, in the aggregate for all such requests for Facilities Increases after the Closing Daterequests; provided, however, that (A) no Facilities Increase in the Term Loan Facility shall be effective later than three years prior to Stated Closing Date Term Loan Maturity Date, (B) no Facilities Increase shall be effective earlier than ten (10) 10 days after the delivery of the Facilities Increase Notice to the Administrative Agent Agents in respect of such Facilities IncreaseIncrease and (C) no more than three Facilities Increases shall be made pursuant to this Section 2.01(b). Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or consent to any increase in the Term Loan Commitments or the Revolving Credit Commitments, as applicable, and any such increase may be subject to changes in any term of this Agreement reasonably acceptable to the Agents and the Borrower. (ii) The Administrative Agent shall promptly notify each Lender of the proposed Facilities Increase and of the proposed terms and conditions therefor agreed between the Borrower and the Agents. Each such Lender (and each of their Affiliates and Approved Funds) may, in its sole discretion, commit to participate in such Facilities Increase by forwarding its commitment therefor to the Agents in form and substance reasonably satisfactory to the Agents. The Agents shall allocate, in their sole discretion but in amounts not to exceed for each such Lender the commitment received from such Lender, Affiliate or Approved Fund, the Term Loan Commitments to be made as part of the Facilities Increase to the Lenders from which it has received such written commitments. If the Agents do not receive enough commitments from existing Lenders or their respective Affiliates or Approved Funds, they may, after consultation with the Borrower, allocate to Eligible Assignees any excess of the proposed amount of such Facilities Increase agreed with the Borrower Representativeover the aggregate amounts of the commitments received from existing Lenders. (iii) Each Facilities Increase shall become effective on a date agreed by the Borrower and the Agents (each a "FACILITIES INCREASE DATE"), except which shall be in any case on or after the date of satisfaction of the conditions precedent set forth in Section 4.04 (Conditions Precedent to Each Facilities Increase). The Administrative Agent shall notify the Lenders and the Borrower, on or before 1:00 P.M. (New York time) on the day following the Facilities Increase Date of the effectiveness of the Facilities Increase on the Facilities Increase Date and shall record in the Register all applicable additional information in respect of such Facilities Increase. (iv) The Borrower shall deliver to the Administrative Agent a Term Loan Interest Rate Selection Notice no later than 12:00 Noon New York time at least one Business Day prior to the applicable Facilities Increase Date (or at least three Business Days prior to the applicable Facilities Increase Date in the case of any Eurodollar Rate Loans), requesting the Borrowing of the applicable Incremental Term Loan. The Term Loan Interest Rate Selection Notice shall specify (i) the proposed funding date of the applicable Incremental Term Loan (which shall be a Business Day), (ii) the amount of the requested Borrowing, and (iii) the Type of Borrowing under the Term Loan Facility so requested. Each existing Lender (or Affiliate or Approved Fund thereof) or Eligible Assignee having, in its sole discretion, committed to a Facilities Increase (each, an "INCREMENTAL TERM LOAN LENDER") shall agree as part of such commitment that, on the Facilities Increase Date for such Facilities Increase, on the terms and subject to the conditions set forth in its commitment therefor or otherwise provided agreed to as part of such commitment or set forth in this Section 2.01(cAgreement as amended in connection with such Facilities Increase, such Lender, Affiliate, Approved Fund or Eligible Assignee shall make a loan in Dollars to the Borrower in an amount not to exceed such Lender's commitment to provide such Facilities Increase. In the event that the existing Lenders (or Affiliate or Approved Fund thereof) but notwithstanding or Eligible Assignee have, in their respective sole discretion, agreed to make an Incremental Term Loan available to the provisions Borrower, such Incremental Term Loan will be made available to the Borrower in Dollars on the applicable Facilities Increase Date in an amount not to exceed such Incremental Term Loan Lender's Term Loan Commitment therefor in effect on the applicable Facilities Increase Date. No amount of Section 10.01 (any Incremental Term Loan borrowed hereunder and then repaid or prepaid by the Borrower may be reborrowed hereunder.

Facilities Increase. (i) The Borrower Representative shall have the right to send to the Administrative Agent at any time Agent, after the Closing Effective Date, and from time to time, a Facilities Increase Notice Notices to request (A) an increase in the aggregate principal amount of the Tranche A Term Loan Facility to be effectuated by the disbursement of one or more additional Tranche A Term Loans (each, an “Incremental Tranche A Term Loan”) in excess of the Tranche A Term Loans outstanding on the Closing Date, (B) an increase in the aggregate principal amount of the Tranche B Term Loan Facility to be effectuated by the disbursement of one or more additional Tranche B Term Loans (each, an “Incremental Tranche B Term Loan” and, together with each Incremental Tranche A Term Loan, each a “Incremental Term Loan”) in excess of the Tranche B Term Loans outstanding on the Closing Date, (C) an increase in the aggregate principal amount of the Dollar Revolving Credit Commitments (each such increase, a “Dollar Revolving Commitment Increase”) or (D) an increase in the aggregate principal amount of the Multicurrency Revolving Credit Commitments (each such increase, a “Multicurrency Revolving Commitment Increase” and, together with each Dollar Revolving Commitment Increase, each a “Revolving Commitment Increase”) (each Revolving Commitment Increase, together with each Incremental Term Loan, each a “Facilities Increase”), ) in the aggregate Revolving Credit Commitments in a principal amount not to exceed (x) $150,000,000 45,000,000 in the aggregate for all such requests for Revolving Commitment Increases made after the Closing Date (and subject to the limitation on the Luxembourg Borrower’s (but not the US Borrower’s) ability to incur Multicurrency Revolving Loans pursuant to such increased Multicurrency Revolving Credit Commitment as described below) and (y) without expanding the limitation in clause (x) above, (i) $500,000,000 plus (ii) if, at the time of incurrence of such Incremental Facility, the Senior Secured Leverage Ratio is less than 1.50:1.00, an additional $500,000,000, in the aggregate for all such requests for Facilities Increases after the Closing DateIncrease Notices; provided, however, that (A) no Facilities Increase shall be effective later than one year prior to the Scheduled Termination Date, (B) no Facilities Increase shall be effective earlier than ten (10) 10 days after the delivery of the Facilities Increase Notice to the Administrative Agent in respect of such Facilities IncreaseIncrease and (C) no more than 3 Facilities Increases shall be made pursuant to this clause (b). Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or consent to any increase in the Term Loan Commitments or the Revolving Credit Commitments, as applicable, and any such increase may be subject to changes in any term herein. (ii) The Administrative Agent shall promptly notify each Revolving Credit Lender of this Agreement reasonably acceptable the proposed Facilities Increase and of the proposed terms and conditions therefor agreed between the Borrower and the Administrative Agent. Each such Lender (and each of its Affiliates and Approved Funds) may, in its sole discretion, commit to participate in such Facilities Increase by forwarding its commitment to the Administrative Agent therefor in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall allocate, in its sole discretion but in amounts not to exceed for each such Lender the commitment received from such Lender, Affiliate or Approved Fund, the Revolving Credit Commitments to be made as part of the Facilities Increase to the Lenders from which it has received such written commitments. If the Administrative Agent does not receive enough commitments from existing Revolving Credit Lenders or their Affiliates or Approved Funds, it may, after consultation with the Borrower, allocate to Eligible Assignees any excess of the proposed amount of such Facilities Increase agreed with the Borrower over the aggregate amounts of the commitments received from existing Revolving Credit Lenders. Amended and Restated Credit Agreement U.S. Concrete, Inc. (iii) Each Facilities Increase shall become effective on a date agreed by the Borrower and the Borrower RepresentativeAdministrative Agent (each a “Facilities Increase Date”), except as otherwise provided which shall be in this any case on or after the date of satisfaction of the conditions precedent set forth in Section 2.01(c) but notwithstanding the provisions of Section 10.01 3.4 (

Facilities Increase. (i) The Borrower Representative shall have the right may, from time to send time after October 15, 2007, deliver to the Administrative Agent at any time after the Closing Date, and from time to time, a Facilities Increase Notice to request (Aa "Facilities Increase") an increase in the aggregate principal amount making of the Tranche A Term Loan Facility to be effectuated by the disbursement of one or more additional Tranche A Term Loans (each, an “Incremental Tranche A Term Loan”) in excess of the Tranche A Term Loans outstanding on the Closing Date, (B) an increase in the aggregate principal amount of the Tranche B Term Loan Facility to be effectuated by the disbursement of one or more additional Tranche B Term Loans (each, an “Incremental Tranche B Term Loan” and, together with each Incremental Tranche A Term Loan, each a “Incremental Term Loan”) in excess of the Tranche B Term Loans outstanding on the Closing Date, (C) an increase in the aggregate principal amount of the Dollar Revolving Credit Commitments (each such increase, a “Dollar Revolving Commitment Increase”) or (D) an increase in the aggregate principal amount of the Multicurrency Revolving Credit Commitments (each such increase, a “Multicurrency Revolving Commitment Increase” and, together with each Dollar Revolving Commitment Increase, each a “Revolving Commitment Increase”) (each Revolving Commitment Increase, together with each Incremental Term Loan, each a “Facilities Increase”), in a principal amount not to exceed (x) $150,000,000 100,000,000 in the aggregate (or, if no Second Lien Term Loans or any Permitted Refinancings thereof are outstanding, $200,000,000 in the aggregate) for all such requests for Revolving Commitment Increases made after the Closing Date (and subject to the limitation on the Luxembourg Borrower’s (but not the US Borrower’s) ability to incur Multicurrency Revolving Loans pursuant to such increased Multicurrency Revolving Credit Commitment as described below) and (y) without expanding the limitation in clause (x) above, (i) $500,000,000 plus (ii) if, at the time of incurrence of such Incremental Facility, the Senior Secured Leverage Ratio is less than 1.50:1.00, an additional $500,000,000, in the aggregate for all such requests for Facilities Increases after the Closing Daterequests; provided, however, that (A) no Facilities Increase of the Term Loan Facility shall be effective later than 12 months prior to the Scheduled Term Loan Maturity Date, (B) no Facilities Increase shall be effective earlier than ten (10) days 15 Business Days after the delivery of the Facilities Increase Notice to the Administrative Agent in respect of such Facilities IncreaseIncrease and (C) no more than 2 Facilities Increases shall be made pursuant to this clause (c). Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or consent to any increase in the Term Loan Commitments or the Revolving Credit Commitments, as applicable, and any such increase may be subject to changes in any term herein. (ii) The Administrative Agent shall promptly notify each Term Loan Lender of this Agreement reasonably acceptable the proposed Facilities Increase and of the proposed terms and conditions therefor agreed between the Borrower and the Administrative Agent. Each such Lender (and each of their Affiliates and Approved Funds) may, in its sole discretion, commit to participate in such Facilities Increase by forwarding its commitment to the Administrative Agent therefor in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall allocate, in its sole discretion but in amounts not to exceed for each such Lender the commitment received from such Lender, Affiliate or Approved Fund for the applicable Facility, the Commitments to be made as part of the Facilities Increase in such Facility to the Lenders from which it has received such commitments to participate in such Facility. If the Administrative Agent does not receive enough commitments from existing Lenders, their Affiliates or Approved Funds in a Facility subject to a Facility Increase, it may allocate any excess in the proper amount of such Facilities Increase first, to Lenders (or their Affiliates or Approved Funds) participating in other Facilities having, in their sole discretion, committed to participate in such Facility Increase for such Facility and then, to Eligible Assignees. (iii) Each Facilities Increase shall become effective after the satisfaction of the conditions precedent set forth in Section 3.3, on a date agreed by the Borrower and the Borrower RepresentativeAdministrative Agent (a "Facilities Increase Date"). The Administrative Agent shall notify the Lenders and the Borrower, except as otherwise provided at or before 1:00 p.m. on the Business Day following the Facilities Increase Date of the effectiveness of the Facilities Increase and shall record in this Section 2.01(c) but notwithstanding the provisions Register all applicable additional information required to be registered therein because of Section 10.01 (such Facilities Increase.

Facilities Increase. (i) The Borrower Representative shall have Provided that no Default or Event of Default is continuing or would result therefrom, the right to send Borrowers may, after the Amendment No. 4 Effective Date, deliver to the Administrative Agent at any time after the Closing Date, and from time to time, a Facilities Increase Notice to request (A) an increase (a "Facilities Increase") in the aggregate principal amount of the Tranche A Term Loan Facility to be effectuated by the disbursement of one or more additional Tranche A Term Loans (each, an “Incremental Tranche A Term Loan”) in excess of the Tranche A Term Loans outstanding on the Closing Date, (B) an increase in the aggregate principal amount of the Tranche B Term Loan Facility to be effectuated by the disbursement of one or more additional Tranche B Term Loans (each, an “Incremental Tranche B Term Loan” and, together with each Incremental Tranche A Term Loan, each a “Incremental Term Loan”) in excess of the Tranche B Term Loans outstanding on the Closing Date, (C) an increase in the aggregate principal amount of the Dollar Revolving Credit Commitments (each such increase, a “Dollar Revolving Commitment Increase”) or (D) an increase in the aggregate principal amount of the Multicurrency Revolving Credit Commitments (each such increase, a “Multicurrency Revolving Commitment Increase” and, together with each Dollar Revolving Commitment Increase, each a “Revolving Commitment Increase”) (each Revolving Commitment Increase, together with each Incremental Term Loan, each a “Facilities Increase”), in a principal amount not to exceed (x) $150,000,000 75,000,000 in the aggregate for all such requests for Revolving Commitment Increases made after the Closing Date (and subject to the limitation on the Luxembourg Borrower’s (but not the US Borrower’s) ability to incur Multicurrency Revolving Loans pursuant to such increased Multicurrency Revolving Credit Commitment as described below) and (y) without expanding the limitation in clause (x) above, (i) $500,000,000 plus (ii) if, at the time of incurrence of such Incremental Facility, the Senior Secured Leverage Ratio is less than 1.50:1.00, an additional $500,000,000, in the aggregate for all such requests for Facilities Increases after the Closing Daterequests; provided, however, that (A) such requested increase shall be in a minimum principal amount of $12,500,000, (B) no Facilities Increase of the Revolving Credit Facility shall be effective earlier later than ten (10) 180 days after the delivery of the Facilities Increase Notice prior to the Administrative Agent in respect of such Maturity Date and (C) no more than three Facilities IncreaseIncreases shall be made pursuant to this clause (c). Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or consent to any increase in the Term Loan Commitments or the Revolving Credit Commitments, as applicable, and any such increase may be subject to changes in any term herein. (ii) The Agent shall promptly notify each Lender of this Agreement reasonably acceptable the proposed Facilities Increase and of the proposed terms and conditions therefor agreed among the Borrowers and the Agent. Each such Lender (and each of their Affiliates) may, in its sole discretion, commit to participate in such Facilities Increase by forwarding its commitment to the Administrative Agent therefor in form and substance satisfactory to the Borrower RepresentativeAgent. The Agent shall allocate, except on a pro rata basis amounts not to exceed for each such Lender the commitment received from such Lender or Affiliate for the Revolving Credit Facility, the Revolving Commitments to be made as otherwise provided part of the Facilities Increase to the Lenders from which it has received such commitments to participate in this Section 2.01(c) but notwithstanding the provisions of Section 10.01 (Revolving Credit

Facilities Increase. (i) The Borrower Representative shall have the right to send to the Administrative Agent at any time Agents, after the Closing Date, and from time to time, a Facilities Increase Notice to request (Ai) an increase in the aggregate principal amount of the Tranche A Term Loan Facility to be effectuated by the disbursement of one or more additional Tranche A Term Loans (each, an “Incremental Tranche A Term Loan”) in excess of the Tranche A Closing Date Term Loans outstanding on the Closing Date, Loan or (Bii) an increase in the aggregate principal amount of the Tranche B Term Loan Facility to be effectuated by the disbursement of one or more additional Tranche B Term Loans (each, an “Incremental Tranche B Term Loan” and, together with each Incremental Tranche A Term Loan, each a “Incremental Term Loan”) in excess of the Tranche B Term Loans outstanding on the Closing Date, (C) an increase in the aggregate principal amount of the Dollar Revolving Credit Commitments (each such increase, a “Dollar Revolving Commitment Increase”) or (D) an increase in the aggregate principal amount of the Multicurrency Revolving Credit Commitments (each such increase, a “Multicurrency Revolving Commitment Increase” and, together with each Dollar Revolving Commitment Increase, each a “Revolving Commitment Increase”) (each Revolving Commitment Increase, and together with each Incremental Term Loan, each a “Facilities Increase”), in a principal amount not to exceed (x) $150,000,000 in the aggregate for all such requests for Revolving Commitment Increases made after the Closing Date (and subject to the limitation on the Luxembourg Borrower’s (but not the US Borrower’s) ability to incur Multicurrency Revolving Loans pursuant to such increased Multicurrency Revolving Credit Commitment as described below) and or (y) without expanding $750,000,000 (exclusive of the limitation in clause (xFirst Facilities Increase and the Second Facilities Increase) above, (i) $500,000,000 plus (ii) if, at the time of incurrence of such Incremental Facility, the Senior Secured Leverage Ratio is less than 1.50:1.00, an additional $500,000,000, in the aggregate for all such requests for Facilities Increases after the Closing DateIncreases; provided, however, that (A) no Facilities Increase in the Term Loan Facility shall be effective later than two years prior to the Stated Closing Date Term Loan Maturity Date, (B) no Facilities Increase in the Revolving Credit Facility shall be effective later than one year prior to the Revolving Credit Maturity Date, (C) no Facilities Increase shall be effective earlier than ten (10) 10 days after the delivery of the Facilities Increase Notice to the Administrative Agent Agents in respect of such Facilities Increase and (D) no more than five Facilities Increases (exclusive of the First Facilities Increase and the Second Facilities Increase) shall be made pursuant to this Section 2.01(b). Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or consent to any increase in the Term Loan Commitments or the Revolving Credit Commitments, as applicable, and any such increase may be subject to changes in any term of this Agreement reasonably acceptable to the Agents and the Borrower. (ii) The Administrative Agent shall promptly notify each Lender of the proposed Facilities Increase and of the proposed terms and conditions therefor agreed between the Borrower and the Agents. Each such Lender (and each of their Affiliates and Approved Funds) may, in its sole discretion, commit to participate in such Facilities Increase by forwarding its commitment therefor to the Agents in form and substance reasonably satisfactory to the Agents. The Agents shall allocate, in their sole discretion but in amounts not to exceed for each such Lender the commitment received from such Lender, Affiliate or Approved Fund, the Term Loan Commitments or the Revolving Credit Commitments, as applicable, to be made as part of the Facilities Increase to the Lenders from which it has received such written commitments. If the Agents do not receive enough commitments from existing Lenders or their respective Affiliates or Approved Funds, they may, after consultation with the Borrower, allocate to Eligible Assignees any excess of the proposed amount of such Facilities Increase agreed with the Borrower Representativeover the aggregate amounts of the commitments received from existing Lenders. (iii) Each Facilities Increase shall become effective on a date agreed by the Borrower and the Agents (each a “Facilities Increase Date”), except as otherwise provided which shall be in this any case on or after the date of satisfaction of the conditions precedent set forth in Section 2.01(c) but notwithstanding the provisions of Section 10.01 4.04 (