Common use of Incremental Facility Amendment Clause in Contracts

Incremental Facility Amendment. (a) The Borrower and the Additional Term Lender party hereto hereby agree that: (i) the Commitment (the “New Tranche B Commitment”) of the Additional Term Lender and the aggregate amount of Incremental Term Loans which shall be borrowed (the “Additional Tranche B Term Loans”) pursuant to this Amendment shall be in an amount equal to up to $150,000,000 (provided that the Borrower shall only be allowed on draw under this Agreement, which shall be for a Borrowing of either $100,000,000 or $150,000,000); and (ii) the New Tranche B Term Loans shall be made on the first date on which the conditions set forth in Sections 2.20(a) and 4.02 of the Credit Agreement and Section 3 hereof have been satisfied in full (the “Incremental Facility Effective Date”), which shall be the Incremental Facility Closing Date with respect to the New Tranche B Commitments. (b) The Additional Term Lender and the Borrower hereby agree that each New Tranche B Term Loan funded pursuant to this Amendment will have the same ranking and all other terms as the Tranche B Term Loans, except that the New Tranche B Term Loans shall accrue interest from and including the Incremental Facility Effective Date, and, from and after the Incremental Facility Effective Date, the Additional Term Lender will be a Lender and a Tranche B Lender for any and all purposes under the Credit Agreement. (c) To give effect to the Additional Tranche B Term Loans, the parties hereto agree that the table set forth in Section 2.10 of the Credit Agreement is hereby amended by adding $375,000 to each principal payment due on each payment date beginning with December 31, 2006 through December 31, 2011 and by adding $142,125,000 to the principal payments due on the Tranche B Maturity Date. (d) The Commitments of the Additional Term Lender hereunder shall terminate if the Additional Tranche B Term Loans are not borrowed in full by the fifth Business Day after the date hereof.

Incremental Facility Amendment. (a) With respect to the 2021 New Term Loans, this Amendment is an Incremental Facility Amendment referred to in Section 2.14(d) of the Credit Agreement and, solely with respect to the 2021 Incremental Term Loans, is being incurred in reliance on the Incremental Incurrence Test. The Borrower and the Additional Term Lender party hereto Lenders hereby agree that: (i) , subject to the Commitment (the “New Tranche B Commitment”) satisfaction of the Additional conditions in Article III hereof, on the Second Amendment Effective Date (as defined below), the 2021 Refinancing Term Commitment of each 2021 Refinancing Term Lender and the aggregate amount of 2021 Incremental Term Loans which Commitment of each 2021 Incremental Term Lender shall be borrowed (become effective. Subject to the “Additional Tranche B Term Loans”) pursuant to this Amendment shall be in an amount equal to up to $150,000,000 (provided that the Borrower shall only be allowed on draw under this Agreement, which shall be for a Borrowing satisfaction of either $100,000,000 or $150,000,000); and (ii) the New Tranche B Term Loans shall be made on the first date on which the conditions set forth in Sections 2.20(a) and 4.02 of the Credit Agreement and Section 3 hereof have been satisfied in full (the “Incremental Facility Effective Date”)Article III hereof, which shall be the Incremental Facility Closing Date with respect to this Amendment shall be the New Tranche B CommitmentsSecond Amendment Effective Date. (b) The Additional Except as otherwise expressly set forth herein and on Exhibit A hereto, the 2021 New Term Lender Loans shall have terms that are identical to those of the Existing Term Loans (after giving effect to the amendments set forth herein and the Borrower hereby agree that each New Tranche B Amended Credit Agreement). The 2021 Incremental Term Loan funded pursuant Loans shall constitute an increase to this Amendment will the 2021 Refinancing Term Loans and the 2021 Refinancing Term Loans and the 2021 Incremental Term Loans shall have the same ranking terms (after giving effect to the amendments set forth herein and all the Amended Credit Agreement). The Borrower shall pay any fees or other terms as amounts payable to or for the Tranche B Term Loans, except that the New Tranche B Term Loans shall accrue interest from and including the Incremental Facility Effective Date, and, from and after the Incremental Facility Effective Date, account of the Additional Term Lender will be a Lender Lenders at the times and a Tranche B Lender for any and all purposes under in the manner set forth in the Credit Agreement. (c) To give effect For the avoidance of doubt, on and after the Second Amendment Effective Date, (i) the 2021 Refinancing Term Loans and the 2021 Incremental Term Loans shall constitute a single Class of Loans or Term Commitments under the Credit Agreement; (ii) each of the 2021 Refinancing Term Lenders and the 2021 Incremental Term Lenders shall constitute a single Class of Lenders under the Credit Agreement and (iii) each reference in the Credit Agreement and in each other Loan Document to “Term Loans” or “Initial Term Loans” shall be deemed a reference to the Additional Tranche B 2021 New Term Loans, the parties hereto agree that the table set forth in Section 2.10 of the Credit Agreement is hereby amended by adding $375,000 and each reference to each principal payment due on each payment date beginning with December 31, 2006 through December 31, 2011 and by adding $142,125,000 “Term Lenders” or “Initial Term Lenders” shall be deemed a reference to the principal payments due on the Tranche B Maturity Date2021 New Term Lenders. (d) On the Second Amendment Effective Date, (i) each existing Term Lender (immediately prior to giving effect to the transactions herein) (each, an “Existing Term Lender”) shall have its Existing Term Loans prepaid in full and (ii) the Borrower shall pay to each Existing Term Lender all accrued and unpaid interest on and fees related to the Existing Term Loans to, but not including, the Second Amendment Effective Date. (e) The Commitments Borrower shall use the 2021 Incremental Term Loans to prepay a portion of the Additional loans under the Bridge Credit Agreement (as defined in the Amended Credit Agreement) and to pay transaction fees and expenses in connection with the foregoing and this Amendment. (f) On the Second Amendment Effective Date, the 2021 New Term Lenders constitute all of the Lenders under the Credit Agreement, and each such Lender hereunder shall terminate if hereby agrees and consents to the Additional Tranche B amendments to the Existing Credit Agreement as set forth in Exhibit A to this Amendment. (g) The 2021 Refinancing Term Loans are not borrowed in full by shall constitute Refinancing Term Loans under the fifth Business Day after Credit Agreement and shall meet all the date hereofrequirements of such Refinancing Term Loans under the Credit Agreement.

Incremental Facility Amendment. (a) The Borrower and the each Additional Term Lender party hereto hereby agree that: (i) the Commitment (the “New Tranche B Commitment”) of the each Additional Term Lender and the aggregate amount of Incremental Term Loans which shall be borrowed (the “Additional Tranche B Term Loans”) pursuant to this Amendment shall be in an amount equal to up to $150,000,000 100,000,000 (provided that the Borrower shall only be allowed on one draw under this Agreement, which shall be for a Borrowing of either $100,000,000 or $150,000,000); and; (ii) the New Additional Tranche B Term Loans shall be made on the first date on which the conditions set forth in Sections 2.20(a) 2.20 and 4.02 of the Credit Agreement and Section 3 4 hereof have been satisfied in full (the “Incremental Facility Effective Date”), which shall be the Incremental Facility Closing Date with respect to the New Tranche B Commitments; and (iii) the Applicable Rate for the Additional Tranche B Term Loans shall at all times be equal to 2.00% per annum for Eurodollar Loans and 1.00% per annum for ABR Loans. (b) The Each Additional Term Lender and the Borrower hereby agree that each New Additional Tranche B Term Loan funded pursuant to this Amendment will have the same ranking and all other terms as the Tranche B Term Loans, except that the New Additional Tranche B Term Loans shall accrue interest from and including the Incremental Facility Effective Date, and, from and after the Incremental Facility Effective Date, the each Additional Term Lender will be a Lender and a Tranche B Lender for any and all purposes under the Credit Agreement. (c) To give effect to the Additional Tranche B Term Loans, the parties hereto agree that the table set forth in Section 2.10 2.10(a) of the Credit Agreement is hereby amended by adding $375,000 250,000 to each principal payment due on each payment date beginning with December 31June 30, 2006 2007 through December 31, 2011 2010 and by adding $142,125,000 24,062,500 to the principal payments payment due on each payment date beginning with March 31, 2011 through the Tranche B Maturity Date. (d) The Commitments of the each Additional Term Lender hereunder shall terminate if the Additional Tranche B Term Loans are not borrowed in full by the fifth Business Day after the date hereof.

Incremental Facility Amendment. (a) The Borrower and 2020 Incremental Term Loan Lender (immediately following the Additional effectiveness of Section 1 above) hereby agrees to provide the commitment for the entire amount of the 2020 Incremental Term Lender party hereto hereby agree that: (i) the Commitment Loans (the “New Tranche B 2020 Incremental Term Loan Commitment”) of the Additional Term Lender and the aggregate amount of ). The 2020 Incremental Term Loans which shall be borrowed (the “Additional Tranche B Term Loans”) Loan Commitment provided pursuant to this First Amendment shall be in an amount equal subject to up to $150,000,000 (provided that all of the Borrower shall only be allowed on draw under this Agreement, which shall be for a Borrowing of either $100,000,000 or $150,000,000); and (ii) the New Tranche B Term Loans shall be made on the first date on which the terms and conditions set forth in the Amended Credit Agreement, including, without limitation, Sections 2.20(a2.01(b) and 4.02 2.22 thereof. The 2020 Incremental Term Loan Lender, the Administrative Agent, Holdings and the Borrower agree that this Section 2 of the First Amendment is necessary and appropriate, in each of their reasonable opinions, to effect the provisions of Section 2.22 of the Amended Credit Agreement and Section 3 hereof have been satisfied in full (the “shall constitute an Incremental Facility Effective Date”), which shall be Amendment pursuant to and in accordance with Section 2.22 of the Incremental Facility Closing Date with respect to the New Tranche B CommitmentsAmended Credit Agreement. (b) Upon the incurrence of the 2020 Incremental Term Loans pursuant to the First Amendment, such 2020 Incremental Term Loans, upon funding, will (i) be an increase in the Initial Term Loans outstanding prior to the First Amendment Effective Date, (ii) constitute Initial Term Loans for all purposes of the Amended Credit Agreement, except as otherwise set forth herein, and (iii) together with the Initial Term Loans outstanding prior to the First Amendment Effective Date, be treated as one Class of Term Loans. The Additional Incremental Term Lender and the Borrower hereby agree that each New Tranche B Term Loan funded Loans, once disbursed pursuant to this Amendment will have First Amendment, shall be assigned the same ranking and all other terms CUSIP as the Tranche B Initial Term Loans, except that the New Tranche B Term Loans shall accrue interest from and including the Incremental Facility Effective Date, and, from and after the Incremental Facility Effective Date, the Additional Term Lender will be a Lender and a Tranche B Lender for any and all purposes under the Credit Agreement. (c) To give effect Upon the occurrence of the First Amendment Effective Date, the 2020 Incremental Term Loan Lender (i) shall be obligated to make the 2020 Incremental Term Loans as provided in this First Amendment on the terms, and subject to the Additional Tranche B Term Loansconditions, the parties hereto agree that the table set forth in Section 2.10 of the Credit Agreement is hereby amended by adding $375,000 to each principal payment due on each payment date beginning with December 31, 2006 through December 31, 2011 this First Amendment and by adding $142,125,000 (ii) to the principal payments due on extent provided in this First Amendment and the Tranche B Maturity DateAmended Credit Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Loan Documents. (d) The Commitments 2020 Incremental Term Loan Commitment of the Additional 2020 Incremental Term Loan Lender hereunder shall automatically terminate if upon the Additional Tranche B funding of the 2020 Incremental Term Loans are not borrowed in full by on the fifth Business Day after the date hereofFirst Amendment Effective Date.

Incremental Facility Amendment. The parties hereto agree and acknowledge that for all purposes (aA)(i) The Borrower this Agreement shall be considered an “Incremental Facility Amendment”, (ii) the Delayed Draw Incremental Term Facility provided herein shall be considered an “Incremental Term Facility”, (iii) the Delayed Draw Incremental Term Loan Lender shall be considered an “Incremental Term Lender”, (iv) the borrowing to be made hereunder shall be considered an “Incremental Term Borrowing”, (v) the commitment of the Delayed Draw Incremental Term Loan Lender hereunder to make the Delayed Draw Incremental Term Loan pursuant to the terms hereof shall be considered an “Incremental Term Commitment” and (vi) the Additional Loan made pursuant to this Section 2 shall be considered an “Incremental Term Lender party Loan”, as such terms are defined in and used in the Credit Agreement; and (B) the “Required Incremental Delayed Draw Term Loan Lenders” (as such term is defined below) shall be considered “Required Facility Lenders”, as such term is defined and used in the Credit Agreement, in respect of the Delayed Draw Incremental Term Facility and shall be afforded the protections of “Required Facility Lenders” in respect of the Delayed Draw Incremental Term Facility, to the extent set forth in subsection 11.1(a) of the Credit Agreement. Furthermore, (x) the parties hereto hereby agree that: and acknowledge that for all purposes, (i) the Commitment (the “New Tranche B Commitment”) Obligations in respect of the Additional Term Lender and the aggregate amount of Delayed Draw Incremental Term Loans which Loan as provided herein shall be borrowed (the considered “Additional Tranche B Term Loans”) pursuant to this Amendment shall be in an amount equal to up to $150,000,000 (provided that the Borrower shall only be allowed on draw under this Agreement, which shall be for a Borrowing of either $100,000,000 or $150,000,000); and Credit Agreement Obligations” and (ii) the New Tranche B Delayed Draw Incremental Term Loans Facility as provided herein shall be made on the first date on which the conditions set forth in Sections 2.20(a) and 4.02 considered one of the “Credit Agreement Facilities”, as such terms are defined in the Intercreditor Agreement, and Section 3 hereof have been satisfied in full (the “Incremental Facility Effective Date”), which shall be the Incremental Facility Closing Date with respect to the New Tranche B Commitments. (by) The Additional Term Lender and the Borrower hereby agree that each New Tranche B Term Loan funded pursuant to this Amendment will have the same ranking and all other terms as the Tranche B Term Loans, except that the New Tranche B Term Loans shall accrue interest from and including the Incremental Facility Effective Date, and, from and after the Incremental Facility Effective Date, the Additional Term Lender will be a Lender and a Tranche B Lender for any and all purposes under the Credit Agreement. (c) To give effect to the Additional Tranche B Term Loans, the parties hereto agree and acknowledge that for all purposes the Delayed Draw Incremental Term Facility as provided herein constitutes a “Credit Facility” under and as defined in the Indentures (as defined in the Credit Agreement). For purposes hereof, “Required Incremental Delayed Draw Term Loan Lenders” shall mean Incremental Delayed Draw Term Loan Lenders as of any date of determination, holding more than 50% of the sum of (a) the total outstanding Delayed Draw Incremental Term Loan on such date, and (b) the aggregate unused commitments in respect of the Delayed Draw Incremental Term Facility on such date; provided that the table set forth unused commitments in Section 2.10 respect of the Credit Agreement is hereby amended by adding $375,000 to each principal payment due on each payment date beginning with December 31Delayed Draw Incremental Term Facility of, 2006 through December 31, 2011 and by adding $142,125,000 to the principal payments due on the Tranche B Maturity Date. (d) The Commitments portion of the Additional total outstanding Delayed Draw Incremental Term Loan held or deemed held by, any Defaulting Lender hereunder shall terminate if the Additional Tranche B be excluded for purposes of making a determination of Required Incremental Delayed Draw Term Loans are not borrowed in full by the fifth Business Day after the date hereofLenders.

Incremental Facility Amendment. (a) The Borrower and Each 2020 Incremental Term Loan Lender (immediately following the Additional effectiveness of Section 1 above) hereby agrees to provide the commitment for the amount of the 2020 Incremental Term Lender party Loans set forth opposite its name on Schedule 1 hereto hereby agree that: (i) the Commitment (the “New Tranche B Commitment2020 Incremental Term Loan Commitments”). Each 2020 Incremental Revolving Facility Lender (immediately following the effectiveness of Section 1 above) hereby agrees to make available the commitment for the amount of the Additional Term Lender and 2020 Incremental Revolving Facility Commitment set forth opposite its name on Schedule 1 hereto to the aggregate amount of Borrower as an increase to the Revolving Credit Commitment in effect immediately prior to the First Amendment Effective Date. The 2020 Incremental Term Loans which shall be borrowed (the “Additional Tranche B Term Loans”) Loan Commitments and 2020 Incremental Revolving Facility Commitments provided pursuant to this First Amendment shall be in an amount equal subject to up to $150,000,000 (provided that all of the Borrower shall only be allowed on draw under this Agreement, which shall be for a Borrowing of either $100,000,000 or $150,000,000); and (ii) the New Tranche B Term Loans shall be made on the first date on which the terms and conditions set forth in the Amended Credit Agreement, including, without limitation, Sections 2.20(a) 2.01 and 4.02 2.22 thereof. The Administrative Agent, Holdings and the Borrower agree that this Section 2 is necessary and appropriate, in each of their reasonable opinions, to effect the provisions of Section 2.22 of the Existing Credit Agreement and Section 3 hereof have been satisfied in full (the “shall constitute an Incremental Facility Effective Date”), which shall be Amendment pursuant to and in accordance with Section 2.22 of the Incremental Facility Closing Date with respect to the New Tranche B CommitmentsAmended Credit Agreement. (b) The Additional Upon the incurrence of the 2020 Incremental Term Lender and the Borrower hereby agree that each New Tranche B Term Loan funded Loans pursuant to this Amendment will have the same ranking and all other terms as the Tranche B First Amendment, such 2020 Incremental Term Loans, except that upon funding, will (i) be an increase in the New Tranche B Initial Term Loans shall accrue interest from and including outstanding prior to the Incremental Facility First Amendment Effective Date, and(ii) constitute Initial Term Loans for all purposes of the Amended Credit Agreement, from except as otherwise set forth herein, and after (iii) together with the Incremental Facility Initial Term Loans outstanding prior to the First Amendment Effective Date, be treated as one Class of Term Loans. (c) Upon the Additional 2020 Incremental Revolving Facility Commitments becoming available pursuant to the First Amendment, such 2020 Incremental Revolving Facility Commitments (and any related Loans funded pursuant thereto) will (i) be an increase in the Initial Revolving Credit Commitment available prior to the First Amendment Effective Date, (ii) upon funding, constitute Initial Revolving Loans for all purposes of the Amended Credit Agreement, except as otherwise set forth herein, and (iii) together with the Initial Revolving Loans outstanding prior to the First Amendment Effective Date, be treated as one Class of Revolving Loans. (d) Upon the occurrence of the First Amendment Effective Date, each 2020 Incremental Term Loan Lender will be (i) shall make the 2020 Incremental Term Loans as provided in this First Amendment on the terms, and subject to the conditions, set forth in this First Amendment and (ii) to the extent provided in this First Amendment and the Amended Credit Agreement, shall have the rights and obligations of a Lender thereunder and a Tranche B Lender for any and all purposes under the other applicable Loan Documents. (e) Upon the occurrence of the First Amendment Effective Date, (x) each 2020 Incremental Revolving Facility Lender (i) shall make the 2020 Incremental Revolving Facility Commitments available as provided in this First Amendment on the terms, and subject to the conditions, set forth in this First Amendment and (ii) to the extent provided in this First Amendment and the Amended Credit Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Loan Documents and (y) all outstanding Revolving Loans and other Initial Revolving Credit Exposure outstanding immediately prior to the First Amendment Effective Date (if any) shall be reallocated in accordance with the provisions of Section 2.22(f) of the Existing Credit Agreement. (cf) To give effect The 2020 Incremental Term Loan Commitments of each 2020 Incremental Term Loan Lender shall automatically terminate upon the funding of the 2020 Incremental Term Loans on the First Amendment Effective Date. (g) Each 2020 Incremental Term Loan Lender and 2020 Incremental Revolving Facility Lender (i) confirms that it has received a copy of the Existing Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this First Amendment; (ii) agrees that it will, independently and without reliance upon the Additional Tranche B Term LoansAdministrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the parties hereto agree Credit Agreement; (iii) appoints and authorizes Administrative Agent and Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent and Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the table set forth in Section 2.10 obligations which by the terms of the Credit Agreement is hereby amended are required to be performed by adding $375,000 to each principal payment due on each payment date beginning with December 31, 2006 through December 31, 2011 and by adding $142,125,000 to the principal payments due on the Tranche B Maturity Dateit as a Lender. (dh) The Administrative Agent and, with respect to clause (ii) below, the Swingline Lender and Issuing Banks, hereby consents to (i) the 2020 Incremental Term Loan Lenders party hereto providing the 2020 Incremental Term Loan Commitments of and the Additional Term Lender hereunder shall terminate if the Additional Tranche B 2020 Incremental Term Loans are not borrowed in full by on the fifth Business Day after terms set forth herein and (ii) the date hereof2020 Incremental Revolving Facility Lenders party hereto providing the 2020 Incremental Revolving Facility Commitments on the terms set forth herein.