Common use of Incremental Facility Loans Clause in Contracts

Incremental Facility Loans. In addition to borrowings of Term Loans and Revolving Credit Loans, at any time during the Incremental Facility Availability Period the Company may from time to time request the Lenders offer to enter into commitments to make additional term loans to the Company hereunder, which commitment of any Lender shall not be less than $5,000,000 and not greater than $200,000,000. In the event that one or more of the Lenders offer, in their sole discretion, to enter into such commitments, and such Lenders and the Company agree as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and the fees (if any) to be payable by the Company in connection therewith, such Lenders shall become obligated to make Incremental Facility Loans under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made pursuant to any such agreement between the Company and one or more Lenders in response to any such request by the Company shall be deemed to be a separate "Series" of Incremental Facility Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Facility Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans) shall be $50,000,000 and (ii) the aggregate principal amount of all Incremental Facility Commitments and Incremental Facility Loans shall not exceed $200,000,000. Incremental Facility Term Loans borrowed and repaid prior to but not including the Quarterly Date falling on or nearest to December 31, 1999 may not be reborrowed.

Incremental Facility Loans. In addition to borrowings of Term Loans and Revolving Credit LoansLoans provided above, the Borrowers may at any time during the Incremental Facility Availability Period the Company may and from time to time request that the Lenders offer to (or additional financial institutions that will become Lenders hereunder) enter into commitments to make additional term loans to the Company Incremental Facility Revolving Credit Loans (and participate in Incremental Facility Letters of Credit, under Incremental Facility Revolving Credit Commitments) or Incremental Facility Term Loans of one or more Series hereunder, which commitment of any Lender shall not be less than $5,000,000 and not greater than $200,000,000. In the event that one or more of the Lenders (which term, as used in this paragraph (d) shall include such additional financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders Lenders, the Borrowers and the Company Administrative Agent (and, if applicable, the Issuing Lenders) agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; any such instrument for any Series of Incremental Loans being herein called an “Incremental Facility Agreement” for such Series) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and offers, the fees (if any) to be payable by the Company Borrowers in connection therewiththerewith and the amortization and interest rate to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans Loans, and (if applicable) to participate in Incremental Facility Letters of Credit, under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made made, and (if applicable) Incremental Facility Letters of Credit to be issued, pursuant to any such agreement between the Company and one or more Lenders Incremental Facility Agreement in response to any such request by the Company Borrowers shall be deemed to be a separate "“Series" ” of Incremental Facility Loans Loans, or (if applicable) Incremental Facility Letters of Credit, for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Facility Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans) following additional provisions shall be $50,000,000 and (ii) the aggregate principal amount of all applicable to Incremental Facility Commitments and Incremental Facility Loans shall not exceed $200,000,000. Incremental Facility Term Loans borrowed and repaid prior to but not including the Quarterly Date falling on or nearest to December 31, 1999 may not be reborrowed.Loans:

Incremental Facility Loans. In addition to borrowings of Term Loans and -------------------------- Revolving Credit LoansLoans provided above, at any time during the Incremental Facility Availability Period the Company Borrower may from time to time request that the Lenders offer to enter into commitments to make additional term loans to the Company Borrower hereunder, which commitment of any Lender shall not be less than $5,000,000 10,000,000 and not greater than $200,000,00050,000,000. In the event that one or more of the Lenders offer, in their sole discretion, to enter into such commitments, and such Lenders and the Company Borrower agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and offers, the fees (if any) to be payable by the Company Borrower in connection therewiththerewith and the amortization to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made pursuant to any such agreement between the Company Borrower and one or more Lenders in response to any such request by the Company Borrower shall be deemed to be a separate "Series" ------ of Incremental Facility Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Facility Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans) shall be $50,000,000 and 10,000,000, (ii) the aggregate principal amount of all Incremental Facility Commitments and Incremental Facility Loans shall not exceed $200,000,000. 50,000,000 and (iii) in no event shall the final maturity date for the Incremental Facility Loans of any Series be earlier than the final Principal Payment Date for the Term Loans, nor shall the amortization for any Incremental Facility Loans of any Series be at a rate faster (i.e. earlier) than the rate of amortization of the Term Loans borrowed and repaid prior (the determination of whether or not such amortization is faster to but not including be made by the Quarterly Date falling on or nearest to December 31, 1999 may not Administrative Agent). Proceeds of Incremental Facility Loans hereunder shall be reborrowedavailable for any use permitted under Section 8.17 hereof.

Incremental Facility Loans. In addition to borrowings of Term Loans and Revolving Credit LoansLoans provided above, the Borrowers may at any time during the Incremental Facility Availability Period the Company may and from time to time request that the Lenders offer to (or additional financial institutions that will become Lenders hereunder) enter into commitments to make additional term loans to the Company Incremental Facility Revolving Credit Loans (and participate in Incremental Facility Letters of Credit, under Incremental Facility Revolving Credit Commitments) or Incremental Facility Term Loans of one or more Series hereunder, which commitment of any Lender shall not be less than $5,000,000 and not greater than $200,000,000. In the event that one or more of the Lenders (which term, as used in this paragraph (e) shall include such additional financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders Lenders, the Borrowers and the Company Administrative Agent (and, if applicable, the Issuing Lenders) agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; any such instrument for any Series of Incremental Loans being herein called an “Incremental Facility Agreement” for such Series) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and offers, the fees (if any) to be payable by the Company Borrowers in connection therewiththerewith and the amortization and interest rate to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans Loans, and (if applicable) to participate in Incremental Facility Letters of Credit, under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made made, and (if applicable) Incremental Facility Letters of Credit to be issued, pursuant to any such agreement between the Company and one or more Lenders Incremental Facility Agreement in response to any such request by the Company Borrowers shall be deemed to be a separate "“Series" ” of Incremental Facility Loans Loans, or (if applicable) Incremental Facility Letters of Credit, for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Facility Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans) shall be $50,000,000 and (ii) the aggregate principal amount of all Incremental Facility Commitments and Incremental Facility Loans shall not exceed $200,000,000. Incremental Facility Term Loans borrowed and repaid prior to but not including the Quarterly Date falling on or nearest to December 31, 1999 may not be reborrowed.

Incremental Facility Loans. In addition to borrowings of Term Tranche I Revolving Loans and Tranche II Revolving Credit LoansLoans specified in Section 2.01(a) and (b), respectively, at any time during the Incremental Facility Availability Period the Company may and from time to time on or before November 30, 1999, the Borrower may request that the Lenders offer to enter into commitments to make additional term loans Incremental Facility Loans to the Company hereunderBorrower in Dollars (it being understood that such offer may be made by any financial institution that is to become a Lender hereunder in connection with the making of such offer under this paragraph (c), which commitment of any so long as the Administrative Agent shall have consented to such financial institution being a Lender hereunder (such consent shall not be less than $5,000,000 and not greater than $200,000,000unreasonably withheld)). In the event that one or more of the Lenders offer, in their sole discretion, to enter into such commitments, and such Lenders and the Company Borrower agree as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and as to the fees (if any) to be payable by the Company Borrower in connection therewith, the Borrower, the Administrative Agent and such Lenders shall execute and deliver an Incremental Facility Loan Agreement and such Lenders shall become obligated to make Incremental Facility Loans under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments, as specified in such Incremental Facility Loan Agreement. The Incremental Facility Loans to be made pursuant to any such agreement between the Company and one or more Lenders Incremental Facility Loan Agreement in response to any such request by the Company Borrower shall be deemed to be a separate "Series" of Incremental Facility Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Facility Commitments entered into pursuant to any such request specified above (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans) shall be $50,000,000 and (ii) the aggregate outstanding principal amount of Incremental Facility Loans of all Series, together with the aggregate unutilized Incremental Facility Commitments of all Series, shall not exceed $200,000,000 at any time. Following agreement by the Borrower and one or more of the Lenders as provided above, subject to the terms and conditions set forth herein, each Incremental Facility Lender of any Series agrees to make Incremental Facility Loans of such Series to the Borrower as specified in the Incremental Facility Loan Agreement, in Dollars in an aggregate principal amount up to but not exceeding the amount of the Incremental Facility Commitment of such Series of such Incremental Facility Lender. Amounts repaid in respect of Incremental Facility Loans may not be reborrowed. Incremental Facility Loans shall be made as ABR Loans and Eurocurrency Loans available in Dollars only, and shall not exceed $200,000,000. be available as Competitive Loans or Swingline Loans, nor shall the Incremental Facility Term Loans borrowed and repaid prior to but not including Commitments be available for the Quarterly Date falling on or nearest to December 31, 1999 may not be reborrowedissuance of Letters of Credit."

Incremental Facility Loans. In addition to borrowings of Term Loans, Revolving Credit Loans and Revolving Credit Acquisition Loans, at any time during the Incremental Facility Availability Period Commitment Period, the Company Borrower may from time to time request that the Lenders offer to enter into commitments to make additional term loans to the Company Borrower hereunder, which commitment commitments shall, with respect to any Series (as defined below) of any Lender shall Incremental Term Loans, not be less than $5,000,000 and not 10,000,000 nor greater than $200,000,00050,000,000 in the aggregate. In Subject to the terms and conditions hereof, in the event that one or more of the Lenders offer, in their sole discretion, to enter into such commitments, and the Agent, such Lenders and the Company Borrower agree as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and the fees (if any) to be payable by the Company Borrower in connection therewiththerewith and the other terms of such Incremental Facility Loans, then such Lenders shall become obligated to make Incremental Facility Loans under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made pursuant to any such agreement between the Company Borrower and one or more Lenders in response to any such request by the Company shall be deemed to be a separate "SeriesSERIES" of Incremental Facility Loans for all purposes of this Agreement. Anything herein No Lender shall be obligated to the contrary notwithstanding, (i) the minimum aggregate principal amount of make any Incremental Facility Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount Loans of any Series of Incremental Facility Loans) shall be $50,000,000 and (ii) the aggregate principal amount of all Incremental Facility Commitments and no Incremental Facility Loans of any Series shall not exceed $200,000,000. Incremental Facility Term Loans borrowed and repaid prior be permitted to but not including the Quarterly Date falling on or nearest to December 31be made, 1999 may not be reborrowed.UNLESS:

Incremental Facility Loans. In addition (a) Subject to borrowings the terms and conditions of Term Loans and Revolving Credit Loansthis Agreement, at the Borrower may request Incremental Facility Commitments on any time Business Day; provided, however, that the Borrower may not request Incremental Facility Commitments or an Incremental Facility Loan during the continuance of a Default or Event of Default, including, without limitation, any Default or Event of Default that would result after giving effect to any Incremental Facility Availability Period Loan; and provided further, that the Company Borrower may request up to three (3) Incremental Facility Commitments (each of which commitments may be from time more than one Lender) which may be no less than $50,000,000 and no more than $300,000,000 in the aggregate. Each Incremental Facility Commitment shall have a weighted average life to time request maturity equal to or greater than the weighted average life to maturity of the Term B Loan Commitment. In requesting Incremental Facility Commitments, the Borrower shall offer each of the Lenders offer an opportunity to enter into commitments provide an Incremental Facility Commitment; provided that none of the Lenders shall be required to make additional term loans to issue an Incremental Facility Commitment and the Company hereunder, which commitment decision of any Lender to issue or not issue an Incremental Facility Commitment to the Borrower shall be at such Lender’s sole discretion after being offered such right of first refusal (and the failure to respond to any such offer by the requested deadline shall be deemed a refusal). Persons not then Lenders may be less than $5,000,000 and not greater than $200,000,000. In included as Lenders having Incremental Facility Commitments with the event that one or more written approval of the Lenders offer, in their sole discretion, to enter into such commitments, and such Lenders Borrower and the Company agree as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and the fees (if any) to be payable by the Company in connection therewith, such Lenders shall become obligated to make Incremental Facility Loans under this Agreement in an amount equal to the amount of their respective Incremental Facility CommitmentsAdministrative Agent. The Incremental Facility Loans to be made pursuant to any such agreement between the Company and one or more Lenders in response to any such request by the Company shall be deemed to be a separate "Series" of Incremental Facility Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, Commitments (i) may be in the minimum aggregate principal amount form of Incremental Facility Commitments entered into pursuant to any such request (anda revolving or a term credit facility and may be structured as an institutional tranche, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans) shall be $50,000,000 and (ii) must not (A) have scheduled amortization providing for principal repayments or commitment reductions earlier than, or in an amount on a percentage basis larger than, those dates or amounts set forth in the aggregate principal amount of all Incremental Facility Commitments amortization schedule for the Term B Loans set forth herein, or (B) be secured by more or different collateral than the Loans hereunder, and Incremental Facility Loans shall (iii) must be governed by this Agreement and the other Loan Documents and be subject to terms and conditions not exceed $200,000,000. Incremental Facility Term Loans borrowed more restrictive than those set forth herein and repaid prior to but not including therein for the Quarterly Date falling on or nearest to December 31, 1999 may not be reborrowedLoans.

Incremental Facility Loans. In addition (a) Subject to borrowings the terms and conditions of Term Loans and Revolving Credit Loansthis Agreement, at any time during the Borrower may request the Incremental Facility Availability Period Commitment on any Business Day on or prior to December 31, 2005; provided, however, that the Company Borrower may from time to time not request the Lenders offer to enter into commitments to make additional term loans to the Company hereunder, which commitment of any Lender shall not be less than $5,000,000 and not greater than $200,000,000. In the event that one or more of the Lenders offer, in their sole discretion, to enter into such commitments, and such Lenders and the Company agree as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and the fees (if any) to be payable by the Company in connection therewith, such Lenders shall become obligated to make Incremental Facility Loans under this Agreement in Commitment or an amount equal to the amount of their respective Incremental Facility Commitments. The Advance after the occurrence and during the continuance of a Default, including, without limitation, any Default that would result after giving effect to any Incremental Facility Loans to be made pursuant to any such agreement between Advance; and provided, further, that the Company and one or more Lenders in response to any such Borrower may request by the Company shall be deemed to be a separate "Series" of Incremental Facility Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, only five (i5) the minimum aggregate principal amount of Incremental Facility Commitments entered into pursuant to any (although such commitments may be from more than one Lender) and must request (and, accordingly, the a minimum Incremental Facility Commitment of $25,000,000.00. The aggregate principal amount of any Series of Incremental Facility Loans) shall be $50,000,000 and (ii) the aggregate principal amount of all Incremental Facility Commitments and outstanding Incremental Facility Loans shall not exceed $200,000,000300,000,000.00. The maturity date for the Incremental Facility Loans shall be no earlier than six (6) calendar months after the Term Loan Maturity Date and the average life of each Incremental Facility Loan shall be longer than the average life of the Term Loan. The decision of any Lender to make an Incremental Facility Commitment to the Borrower shall be at such Lender's sole discretion and shall be made in writing. The Incremental Facility Commitment (x) must be in the form of a term loan facility, (y) must not require principal repayment earlier, or in amount larger (or percentage greater), than those set forth in the repayment schedule for the Term Loans borrowed as set forth in Section 2.7(b) hereof and repaid prior to (z) must be governed by this Agreement and the other Loan Documents and be on terms and conditions no more restrictive than those set forth herein and therein. Each Lender shall have the right, but not including the Quarterly Date falling obligation, to participate in any Incremental Facility Commitment on or nearest to December 31, 1999 may not be reborroweda pro rata basis.

Incremental Facility Loans. In addition (a) Subject to borrowings the terms and conditions of Term Loans and Revolving Credit Loansthis Agreement, at any time during the Borrower may request the Incremental Facility Availability Period Commitment on any Business Day on or prior to December 31, 2003; provided, however, that the Company Borrower may from time to time not request the Lenders offer to enter into commitments to make additional term loans to the Company hereunder, which commitment of any Lender shall not be less than $5,000,000 and not greater than $200,000,000. In the event that one or more of the Lenders offer, in their sole discretion, to enter into such commitments, and such Lenders and the Company agree as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and the fees (if any) to be payable by the Company in connection therewith, such Lenders shall become obligated to make Incremental Facility Loans under this Agreement in Commitment or an amount equal to the amount of their respective Incremental Facility Commitments. The Advance after the occurrence and during the continuance of a Default, including, without limitation, any Default that would result after giving effect to any Incremental Facility Loans to be made pursuant to any such agreement between Advance; and provided, further, that the Company and one or more Lenders in response to any such Borrower may request by the Company shall be deemed to be a separate "Series" of Incremental Facility Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, only five (i5) the minimum aggregate principal amount of Incremental Facility Commitments entered into pursuant to any (although such commitments may be from more than one Lender) and must request (and, accordingly, the a minimum Incremental Facility Commitment of $20,000,000.00. The aggregate principal amount of any Series of Incremental Facility Loans) shall be $50,000,000 and (ii) the aggregate principal amount of all Incremental Facility Commitments and outstanding Incremental Facility Loans shall not exceed $200,000,000100,000,000.00. The maturity date for the Incremental Facility Loans shall be no earlier than six (6) calendar months after the Term Loan Maturity Date and the average life of each Incremental Facility Loan shall be longer than the average life of the Term Loan. The decision of any Lender to make an Incremental Facility Commitment to the Borrower shall be at such Lender's sole discretion and shall be made in writing. The Incremental Facility Commitment (x) must be in the form of a term loan facility, (y) must not require principal repayment earlier, or in amount larger (or percentage greater), than those set forth in the repayment schedule for the Term Loans borrowed as set forth in Section 2.7(b) hereof and repaid prior to (z) must be governed by this Agreement and the other Loan Documents and be on terms and conditions no more restrictive than those set forth herein and therein. Each Lender shall have the right, but not including the Quarterly Date falling obligation, to participate in any Incremental Facility Commitment on or nearest to December 31, 1999 may not be reborroweda pro rata basis.

Incremental Facility Loans. In addition (a) Subject to borrowings the terms and conditions of Term Loans and Revolving Credit Loansthis Agreement, at the Borrowers may request Incremental Facility Commitments on any time Business Day; PROVIDED, HOWEVER, that the Borrowers may not request Incremental Facility Commitments or an Incremental Facility Loan during the continuance of a Default or Event of Default, including, without limitation, any Default or Event of Default that would result after giving effect to any Incremental Facility Availability Period Loan; and PROVIDED FURTHER, that the Company Borrowers may request an Incremental Facility Commitment (which commitment may be from time to time request more than one Lender) which may be no more than $35,000,000 in the aggregate. The final maturity date for all Incremental Facility Loans shall be no earlier than the Maturity Date. In requesting Incremental Facility Commitments, the Borrowers shall offer each of the Lenders offer an opportunity to enter into commitments provide an Incremental Facility Commitment; PROVIDED that none of the Lenders shall be required to make additional term loans to issue an Incremental Facility Commitment and the Company hereunder, which commitment decision of any Lender to issue or not issue an Incremental Facility Commitment to the Borrowers shall be at such Lender's sole discretion after being offered such right of first refusal (and the failure to respond to any such offer by the requested deadline shall be deemed a refusal). Persons not then Lenders may be less than $5,000,000 and not greater than $200,000,000. In included as Lenders having Incremental Facility Commitments with the event that one or more written approval of the Lenders offer, in their sole discretion, to enter into such commitments, and such Lenders Borrowers and the Company agree as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and the fees (if any) to be payable by the Company in connection therewith, such Lenders shall become obligated to make Incremental Facility Loans under this Agreement in an amount equal to the amount of their respective Incremental Facility CommitmentsAdministrative Agent. The Incremental Facility Loans to be made pursuant to any such agreement between the Company and one or more Lenders in response to any such request by the Company shall be deemed to be a separate "Series" of Incremental Facility Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, Commitments (i) may be in the minimum aggregate principal amount form of Incremental Facility Commitments entered into pursuant to any such request (anda revolving or a term credit facility and may be structured as an institutional tranche, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans) shall be $50,000,000 and (ii) must not (A) have scheduled amortization providing for principal repayments or commitment reductions earlier than, or in an amount on a percentage basis larger than, those dates or amounts set forth in the aggregate principal amount of all Incremental Facility Commitments reduction schedule for the Revolving Loan Commitment set forth herein, or (B) be secured by more or different collateral than the Loans hereunder, and Incremental Facility Loans shall (iii) must be governed by this Agreement and the other Loan Documents and be subject to terms and conditions not exceed $200,000,000. Incremental Facility Term Loans borrowed more restrictive than those set forth herein and repaid prior to but not including therein for the Quarterly Date falling on or nearest to December 31, 1999 may not be reborrowedLoans.

Incremental Facility Loans. In addition to borrowings of Term Loans and Revolving Credit LoansLoans provided above, the Borrowers may at any time during the Incremental Facility Availability Period the Company may and from time to time request that the Lenders offer to (or additional financial institutions that will become Lenders hereunder) enter into commitments to make additional term loans to the Company Incremental Facility Revolving Credit Loans (and participate in Incremental Facility Letters of Credit, under Incremental Facility Revolving Credit Commitments) or Incremental Facility Term Loans of one or more Series hereunder, which commitment of any Lender shall not be less than $5,000,000 and not greater than $200,000,000. In the event that one or more of the Lenders (which term, as used in this paragraph (d) shall include such additional financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders Lenders, the Borrowers and the Company Administrative Agent (and, if applicable, the Issuing Lenders) agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; any such instrument for any Series of Incremental Loans being herein called an "Incremental Facility Agreement" for such Series) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and offers, the fees (if any) to be payable by the Company Borrowers in connection therewiththerewith and the amortization and interest rate to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans Loans, and (if applicable) to participate in Incremental Facility Letters of Credit, under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made made, and (if applicable) Incremental Facility Letters of Credit to be issued, pursuant to any such agreement between the Company and one or more Lenders Incremental Facility Agreement in response to any such request by the Company Borrowers shall be deemed to be a separate "Series" of Incremental Facility Loans Loans, or (if applicable) Incremental Facility Letters of Credit, for all purposes of this Agreement. Credit Agreement Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Facility Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans) following additional provisions shall be $50,000,000 and (ii) the aggregate principal amount of all applicable to Incremental Facility Commitments and Incremental Facility Loans shall not exceed $200,000,000. Incremental Facility Term Loans borrowed and repaid prior to but not including the Quarterly Date falling on or nearest to December 31, 1999 may not be reborrowed.Loans:

Incremental Facility Loans. In addition (a) Subject to borrowings the terms and conditions of Term Loans and Revolving Credit Loansthis Agreement, at the Borrower may request Incremental Facility Commitments on any time Business Day; PROVIDED, HOWEVER, that the Borrower may not request Incremental Facility Commitments or an Incremental Facility Loan during the continuance of a Default or Event of Default, including, without limitation, any Default or Event of Default that would result after giving effect to any Incremental Facility Availability Period Loan; and PROVIDED FURTHER, that the Company Borrower may request up to two (2) Incremental Facility Commitments (each of which commitments may be from time to time request more than one Lender) which may be no less than $60,000,000 and no more than $120,000,000 in the aggregate. The final maturity date for all Incremental Facility Loans shall be no earlier than the Maturity Date. In requesting Incremental Facility Commitments, the Borrower shall offer each of the Lenders offer an opportunity to enter into commitments provide an Incremental Facility Commitment; PROVIDED that none of the Lenders shall be required to make additional term loans to issue an Incremental Facility Commitment and the Company hereunder, which commitment decision of any Lender to issue or not issue an Incremental Facility Commitment to the Borrower shall be at such Lender's sole discretion after being offered such right of first refusal (and the failure to respond to any such offer by the requested deadline shall be deemed a refusal). Persons not then Lenders may be less than $5,000,000 and not greater than $200,000,000. In included as Lenders having Incremental Facility Commitments with the event that one or more written approval of the Lenders offer, in their sole discretion, to enter into such commitments, and such Lenders Borrower and the Company agree as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and the fees (if any) to be payable by the Company in connection therewith, such Lenders shall become obligated to make Incremental Facility Loans under this Agreement in an amount equal to the amount of their respective Incremental Facility CommitmentsAdministrative Agent. The Incremental Facility Loans to be made pursuant to any such agreement between the Company and one or more Lenders in response to any such request by the Company shall be deemed to be a separate "Series" of Incremental Facility Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, Commitments (i) may be in the minimum aggregate principal amount form of Incremental Facility Commitments entered into pursuant to any such request (anda revolving or a term credit facility and may be structured as an institutional tranche, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans) shall be $50,000,000 and (ii) must not (A) have scheduled amortization providing for principal repayments or commitment reductions earlier than, or in an amount on a percentage basis larger than, those dates or amounts set forth in the aggregate principal amount of all Incremental Facility Commitments reduction schedule for the Revolving Loan Commitment set forth herein, or (B) be secured by more or different collateral than the Loans hereunder, and Incremental Facility Loans shall (iii) must be governed by this Agreement and the other Loan Documents and be subject to terms and conditions not exceed $200,000,000. Incremental Facility Term Loans borrowed more restrictive than those set forth herein and repaid prior to but not including therein for the Quarterly Date falling on or nearest to December 31, 1999 may not be reborrowedLoans.

Incremental Facility Loans. In addition to borrowings Borrowings of Term Loans and Revolving Credit Loans, Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans pursuant to paragraphs (a), (b), (c) and (d) above, at any time during the Incremental Facility Availability Period the Company may and from time to time prior to the Revolving Credit Maturity Date, the Borrower may request that one or more Persons (which may include the Lenders Lenders) offer to enter into commitments to make additional revolving loans (“Incremental Facility Revolving Loans”) or term loans (“Incremental Facility Term Loans” and, together with the Incremental Facility Revolving Loans, “Incremental Facility Loans”) under this paragraph (e), it being understood that if such offer is to be made by any Person that is not already a Lender hereunder, (x) the Administrative Agent shall have consented to such Person being a Lender hereunder to the Company hereunderextent such consent would be required pursuant to Section 10.04(b) in the event of an assignment to such Person and (y) in the case of a commitment for Incremental Facility Revolving Loans providing for the issuance of Letters of Credit, which commitment each Issuing Bank shall have consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 10.04(b) in the event of any Lender shall not be less than $5,000,000 and not greater than $200,000,000an assignment to such Person. In the event that one or more of the Lenders such Persons offer, in their sole discretion, to enter into such commitments, and such Lenders Persons and the Company Borrower agree as to the amount of such commitments that shall be allocated to the respective Lenders Persons making such offers and the fees (if any) and interest to be payable by the Company Borrower in connection therewith, in the case of Incremental Facility Revolving Loans, the commitment reduction schedule and commitment termination date to be applicable thereto and, in the case of Incremental Facility Term Loans the amortization and maturity date to be applicable thereto, the Borrower, such Lenders Persons, the Administrative Agent and the Collateral Agent shall execute and deliver an appropriate Incremental Facility Amendment, and such Persons shall become obligated to make Incremental Facility Revolving Loans or Incremental Facility Term Loans, as applicable, under this Agreement in an amount equal to the amount of their respective Incremental Facility Revolving Loan Commitments and Incremental Facility Term Loan Commitments, as applicable, as specified in such Incremental Facility Amendment. The Incremental Facility Loans to be made pursuant to any such agreement between the Company Borrower and one or more Lenders Persons in response to any such request by the Company Borrower shall be deemed to be a separate "“Series" ” of Incremental Facility Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of following additional provisions shall be applicable to the Incremental Facility Commitments entered into pursuant to any such request (andLoan Commitments, accordingly, the minimum aggregate principal amount of any Series of and Incremental Facility Loans) shall be $50,000,000 and (ii) the aggregate principal amount , of all Incremental Facility Commitments and Incremental Facility Loans shall not exceed $200,000,000. Incremental Facility Term Loans borrowed and repaid prior to but not including the Quarterly Date falling on or nearest to December 31, 1999 may not be reborrowed.any Series:

Incremental Facility Loans. In addition to borrowings of Term Loans and Revolving Credit LoansLoans provided above, the Borrowers may at any time during the Incremental Facility Availability Period the Company may and from time to time request that the Lenders offer to (or additional financial institutions that will become Lenders hereunder) enter into commitments to make additional term loans Incremental Facility Revolving Credit Loans (and participate in Incremental Facility Letters of Credit, under Incremental Facility Revolving Credit Commitments) or Incremental Facility Term Loans of one or more Series hereunder or, subject to the Company hereunderlimitations set forth below, which commitment constituting an increase in the amount of any Lender shall not be less than $5,000,000 and not greater than $200,000,000previously established Class of Commitments or Term Loans. In the event that one or more of the Lenders (which term, as used in this paragraph (f) shall include such additional financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders Lenders, the Borrowers and the Company Administrative Agent (and, if applicable, the Issuing Lenders) agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; any such instrument for any Series of Incremental Facility Loans being herein called an “Incremental Facility Agreement” for such Series) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and offers, the fees (if any) to be payable by the Company Borrowers in connection therewiththerewith and the amortization and interest rate to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans Loans, and (if applicable) to participate in Incremental Facility Letters of Credit, under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Unless specified to be an increase in any existing Class of Commitments or Term Loans, the Incremental Facility Loans to be made made, and (if applicable) Incremental Facility Letters of Credit to be issued, pursuant to any such agreement between the Company and one or more Lenders Incremental Facility Agreement in response to any such request by the Company Borrowers shall be deemed to be a separate "“Series" ” of Incremental Facility Loans Loans, or (if applicable) Incremental Facility Letters of Credit, for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Facility Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans) following additional provisions shall be $50,000,000 and (ii) the aggregate principal amount of all applicable to Incremental Facility Commitments and Incremental Facility Loans shall not exceed $200,000,000. Incremental Facility Term Loans borrowed and repaid prior to but not including the Quarterly Date falling on or nearest to December 31, 1999 may not be reborrowed.Loans:

Incremental Facility Loans. In addition to borrowings of Term Loans and Revolving Credit Loans, at any time during the Incremental Facility Availability Period the Company may from time to time request the Lenders offer to enter into commitments to make additional term loans (a) Subject to the Company hereunder, which commitment of any Lender shall not be less than $5,000,000 terms and not greater than $200,000,000. In the event that one or more of the Lenders offer, in their sole discretion, to enter into such commitments, and such Lenders and the Company agree as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and the fees (if any) to be payable by the Company in connection therewith, such Lenders shall become obligated to make Incremental Facility Loans under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made pursuant to any such agreement between the Company and one or more Lenders in response to any such request by the Company shall be deemed to be a separate "Series" of Incremental Facility Loans for all purposes conditions of this Agreement. Anything herein to , the contrary notwithstandingBorrower may request an Incremental Facility Commitment on any Business Day; PROVIDED, HOWEVER, that (i) the minimum aggregate principal amount of Borrower may not request an Incremental Facility Commitments entered into pursuant Commitment or an Incremental Facility Loan during the continuance of a Default or Event of Default, including, without limitation, any Default or Event of Default that would result after giving effect to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans) shall be $50,000,000 and Loan; (ii) the aggregate principal amount of all any Incremental Facility Commitments and Incremental Facility Facilities, the proceeds of which do not refinance any of the Loans (a "NON-REFINANCING INCREMENTAL FACILITY"), shall not exceed $200,000,000. 400,000,000; and (iii) the aggregate amount of Incremental Facilities the entire net proceeds of which are used to refinance all or any portion of the Loans or the Revolving Loan Commitment shall be unlimited (a "REFINANCING INCREMENTAL FACILITY"), PROVIDED that the amount of any Refinancing Incremental Facility shall be limited to the principal amount, accrued interest, fees and premiums, if any, payable with respect to the Loans or the Revolving Loan Commitment being refinanced, and any costs and expenses incurred to effect any such refinancing. Any repayment of the Term A Loans borrowed or the Term B Loans, as applicable, from the proceeds of an Incremental Facility shall be applied in the direct order of maturity of the remaining scheduled repayments set forth in SECTION 2.6, and repaid prior any repayment of the Revolving Loans, if applicable, shall reduce the Revolving Loan Commitments in an amount equal to but such repayment. A Non-Refinancing Incremental Facility (i) may be in the form of a revolving or a term credit facility and may be structured as an institutional tranche, (ii) may be used to increase the amount of any of the Commitments hereunder, provided that, in the case of Incremental Facility Loans that are term loans, the amount of such Incremental Facility Loans is added on a pro rata basis to the remaining scheduled amortization of the Term Loans, and (iii) shall not including have an Incremental Facility Maturity Date earlier than six (6) months after the Quarterly Term B Loan Maturity Date, unless such Incremental Facility is used to increase the amount of any of the Commitments hereunder. A Refinancing Incremental Facility (i) shall not have an Incremental Facility Maturity Date falling earlier than the Maturity Date for the Loans being refinanced with the proceeds of such Refinancing Incremental Facility, (ii) shall not have an Applicable Margin with respect any Advances thereunder in excess of the Applicable Margin applicable to Advances of the Loans being refinanced with the proceeds of such Refinancing Incremental Facility, and (iii) other than any extensions of the Maturity Date or reductions in the Applicable Margins with respect thereto, shall be made on the same terms and conditions applicable to the Loans being refinanced with the proceeds of such Refinancing Incremental Facility. The Incremental Facility Commitments shall be governed by this Agreement and the other Loan Documents and be subject to terms and conditions not more restrictive than those set forth for the Loans herein and therein. None of the Lenders shall be required to issue an Incremental Facility Commitment and the decision of any Lender to issue or nearest not issue an Incremental Facility Commitment to December 31the Borrower shall be at such Lender's sole discretion. Persons not then Lenders may be included as Lenders having Incremental Facility Commitments with the written approval, 1999 not to be unreasonably withheld, of the Borrower and the Lead Arrangers. The terms and conditions in this SECTION 2.15 may not be reborrowedamended with the consent of the Majority Lenders and the Borrower, except to the extent that a specific Lender's consent is otherwise required with respect to an issuance by such Lender of any Incremental Facility Commitment.

Incremental Facility Loans. In addition to borrowings of Term Loans and -------------------------- Revolving Credit LoansLoans provided above, at any time during the Incremental Facility Availability Period the Company Borrowers may from time to time request that the Lenders offer to enter into commitments to make additional term loans to the Company Borrowers hereunder, which commitment of any Lender shall not be less than $5,000,000 10,000,000 and not greater than $200,000,000100,000,000. In the event that one or more of the Lenders offer, in their sole discretion, to enter into such commitments, and such Lenders and the Company Borrowers agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and offers, the fees (if any) to be payable by the Company Borrowers in connection therewiththerewith and the amortization and interest Credit Agreement ---------------- rate to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made pursuant to any such agreement between the Company Borrowers and one or more Lenders in response to any such request by the Company Borrowers shall be deemed to be a separate "Series" of Incremental Facility Loans for all purposes of this ------ Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Facility Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans) shall be $50,000,000 and 25,000,000, (ii) the aggregate principal amount of all unused Incremental Facility Commitments and Incremental Facility Loans shall not exceed $200,000,000. 200,000,000 and (iii) in no event shall the final maturity date for the Incremental Facility Loans of any Series be earlier than the final Principal Payment Date for the Term Loans, nor shall the amortization for any Incremental Facility Loans of any Series be at a rate faster (i.e. earlier) than the rate of amortization of the Term Loans borrowed and repaid prior (the determination of whether or not such amortization is faster to but not including be made by the Quarterly Date falling on or nearest to December 31, 1999 may not be reborrowedAdministrative Agent).

Incremental Facility Loans. In addition to borrowings of Term -------------------------- Loans and Revolving Credit LoansLoans provided above, at any time during the Incremental Facility Availability Period the Company Borrowers may from time to time request that the Lenders offer to enter into commitments to make additional term loans to the Company Borrowers hereunder, which commitment of any Lender shall not be less than $5,000,000 10,000,000 and not greater than $200,000,000100,000,000. In the event that one or more of the Lenders offer, in their sole discretion, to enter into such commitments, and such Lenders and the Company Borrowers agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and offers, the fees (if any) to be payable by the Company Borrowers in connection therewiththerewith and the amortization and interest rate to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made pursuant to any such agreement between the Company Borrowers and one or more Lenders in response to any such request by the Company Borrowers shall be deemed to be a separate "Series" of ------ Incremental Facility Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Facility Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans) shall be $50,000,000 and 25,000,000, (ii) the aggregate principal amount of all unused Incremental Facility Commitments and Incremental Facility Loans shall not exceed $200,000,000. 200,000,000 and (iii) in no event shall the final maturity date for the Incremental Facility Loans of any Series be earlier than the final Principal Payment Date for the Term Loans, nor shall the amortization for any Incremental Facility Loans of any Series be at a rate faster (i.e. earlier) than the rate of amortization of the Term Loans borrowed and repaid prior (the determination of whether or not such amortization is faster to but not including be made by the Quarterly Date falling on or nearest to December 31, 1999 may not be reborrowedAdministrative Agent).

Incremental Facility Loans. In addition (a) Subject to borrowings the terms and conditions of Term Loans and Revolving Credit Loansthis Agreement, at the Borrower may request Incremental Facility Commitments on any time Business Day; provided, however, that the Borrower may not request Incremental Facility Commitments or an Incremental Facility Loan during the continuance of a Default or Event of Default, including, without limitation, any Default or Event of Default that would result after giving effect to any Incremental Facility Availability Period Loan; and provided further, that the Company Borrower may request up to three (3) Incremental Facility Commitments (each of which commitments may be from time more than one Lender) which may be no less than $50,000,000 and no more than $300,000,000 in the aggregate. Each Incremental Facility Commitment shall have a weighted average life to time request maturity equal to or greater than the weighted average life to maturity of the Term B Loan Commitment. In requesting Incremental Facility Commitments, the Borrower shall offer each of the Lenders offer an opportunity to enter into commitments provide an Incremental Facility Commitment; provided that none of the Lenders shall be required to make additional term loans to issue an Incremental Facility Commitment and the Company hereunder, which commitment decision of any Lender to issue or not issue an Incremental Facility Commitment to the Borrower shall be at such Lender's sole discretion after being offered such right of first refusal (and the failure to respond to any such offer by the requested deadline shall be deemed a refusal). Persons not then Lenders may be less than $5,000,000 and not greater than $200,000,000. In included as Lenders having Incremental Facility Commitments with the event that one or more written approval of the Lenders offer, in their sole discretion, to enter into such commitments, and such Lenders Borrower and the Company agree as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and the fees (if any) to be payable by the Company in connection therewith, such Lenders shall become obligated to make Incremental Facility Loans under this Agreement in an amount equal to the amount of their respective Incremental Facility CommitmentsAdministrative Agent. The Incremental Facility Loans to be made pursuant to any such agreement between the Company and one or more Lenders in response to any such request by the Company shall be deemed to be a separate "Series" of Incremental Facility Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, Commitments (i) may be in the minimum aggregate principal amount form of Incremental Facility Commitments entered into pursuant to any such request (anda revolving or a term credit facility and may be structured as an institutional tranche, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans) shall be $50,000,000 and (ii) must not (A) have scheduled amortization providing for principal repayments or commitment reductions earlier than, or in an amount on a percentage basis larger than, those dates or amounts set forth in the aggregate principal amount of all Incremental Facility Commitments amortization schedule for the Term B Loans set forth herein, or (B) be secured by more or different collateral than the Loans hereunder, and Incremental Facility Loans shall (iii) must be governed by this Agreement and the other Loan Documents and be subject to terms and conditions not exceed $200,000,000. Incremental Facility Term Loans borrowed more restrictive than those set forth herein and repaid prior to but not including therein for the Quarterly Date falling on or nearest to December 31, 1999 may not be reborrowedLoans.

Incremental Facility Loans. In addition (a) Subject to borrowings the terms and conditions of Term Loans and Revolving Credit Loansthis Agreement, at the Borrower may request Incremental Facility Commitments on any time Business Day; provided, however, that the Borrower may not request Incremental Facility Commitments or an Incremental Facility Loan during the continuance of a Default or Event of Default, including, without limitation, any Default or Event of Default that would result after giving effect to any Incremental Facility Availability Period Loan; and provided further, that the Company Borrower may request up to three (3) Incremental Facility Commitments (each of which commitments may be from time to time request the Lenders offer to enter into commitments to make additional term loans to the Company hereunder, more than one Lender) which commitment of any Lender shall not may be no less than $5,000,000 35,000,000 and not greater no more than $200,000,000. In 155,000,000 in the event that one or more aggregate, in addition to the outstanding principal amount of the Lenders offer, in their sole discretion, to enter into such commitments, and such Lenders and the Company agree as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and the fees (if any) to be payable by the Company in connection therewith, such Lenders shall become obligated to make Incremental Facility Loans under this Agreement in an amount equal to the amount of their respective Incremental Facility CommitmentsTerm C Loans. The Incremental Facility Loans to be made pursuant Maturity Date applicable to any such agreement between of the Company and one or more Lenders in response to any such request by the Company shall be deemed to be a separate "Series" of Incremental Facility Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Facility Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans) shall be $50,000,000 and (ii) the aggregate principal amount of all Incremental Facility Commitments and Incremental Facility Loans shall not exceed $200,000,000be no earlier than the Final Maturity Date. In requesting Incremental Facility Commitments, the Borrower shall offer each of the Lenders an opportunity to provide an Incremental Facility Commitment; provided that none of the Lenders shall be required to issue an Incremental Facility Commitment and the decision of any Lender to issue or not issue an Incremental Facility Commitment to the Borrower shall be at such Lender’s sole discretion after being offered such right of first refusal (and the failure to respond to any such offer by the requested deadline shall be deemed a refusal). Persons not then Lenders may be included as Lenders having Incremental Facility Commitments with the written approval of the Borrower and the Administrative Agent. The Incremental Facility Commitments (i) may be in the form of a revolving or a term credit facility and may be structured as an institutional tranche, (ii) must not (A) have scheduled amortization providing for principal repayments or commitment reductions earlier than, or in an amount on a percentage basis larger than, those dates or amounts set forth in the amortization schedule for the Term B Loans borrowed set forth herein, or (B) be secured by more or different collateral than the Loans hereunder, and repaid prior (iii) must be governed by this Agreement and the other Loan Documents and be subject to but terms and conditions not including more restrictive than those set forth herein and therein for the Quarterly Date falling on or nearest to December 31, 1999 may not be reborrowedLoans.

Incremental Facility Loans. In addition to borrowings of Term Loans and Revolving Credit LoansLoans provided above, the Borrower may at any time during the Incremental Facility Availability Period the Company may from time time, but on no more than two occasions (counted to time include each Revolving Credit Commitment Increase and each Term Loan Commitment Increase), request that the Lenders offer to (or additional financial institutions that will become Lenders hereunder) enter into commitments to make additional term loans to the Company hereunder, which commitment Incremental Facility Revolving Credit Loans or Incremental Facility Term Loans of any Lender shall not be less than $5,000,000 and not greater than $200,000,000one or more Series under this Agreement. In the event that one or more of the Lenders offer(which term, as used in their sole discretion, to this paragraph (c) shall include such additional financial institutions) enter into such commitments, and such Lenders Lenders, the Borrower and the Company Administrative Agent agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans (any such instrument for any Series of Incremental Facility Loans being herein called an “Incremental Facility Agreement” for such Series)) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and Lenders, the up front fees (if any) to be payable by the Company Borrower in connection therewiththerewith and the amortization and Applicable Margin to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made pursuant to any such agreement between the Company and one or more Lenders Incremental Facility Agreement in response to any such request by the Company Borrower shall be deemed to be a separate "“Series" ” of Incremental Facility Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Facility Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans) following additional provisions shall be $50,000,000 and (ii) the aggregate principal amount of all applicable to Incremental Facility Commitments and Incremental Facility Loans shall not exceed $200,000,000. Incremental Facility Term Loans borrowed and repaid prior to but not including the Quarterly Date falling on or nearest to December 31, 1999 may not be reborrowed.Loans:

Incremental Facility Loans. In addition to borrowings of Term Loans and Revolving Credit LoansLoans provided above, the Borrowers may at any time during the Incremental Facility Availability Period the Company may and from time to time request that the Lenders offer to (or additional financial institutions that will become Lenders hereunder) enter into commitments to make additional term loans to the Company Incremental Facility Revolving Credit Loans (and participate in Incremental Facility Letters of Credit, under Incremental Facility Revolving Credit Commitments) or Incremental Facility Term Loans of one or more Series hereunder, which commitment of any Lender shall not be less than $5,000,000 and not greater than $200,000,000. In the event that one or more of the Lenders (which term, as used in this paragraph (e) shall include such additional financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders Lenders, the Borrowers and the Company Administrative Agent (and, if applicable, the Issuing Lenders) agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; any such instrument for any Series of Incremental Loans being herein called an “Incremental Facility Agreement” for such Series) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and offers, the fees (if any) to be payable by the Company Borrowers in connection therewiththerewith and the amortization and interest rate to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans Loans, and (if applicable) to participate in Incremental Facility Letters of Credit, under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made made, and (if applicable) Incremental Facility Letters of Credit to be issued, pursuant to any such agreement between the Company and one or more Lenders Incremental Facility Agreement in response to any such request by the Company Borrowers shall be deemed to be a separate "“Series" ” of Incremental Facility Loans Loans, or (if applicable) Incremental Facility Letters of Credit, for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Facility Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans) following additional provisions shall be $50,000,000 and (ii) the aggregate principal amount of all applicable to Incremental Facility Commitments and Incremental Facility Loans shall not exceed $200,000,000. Incremental Facility Term Loans borrowed and repaid prior to but not including the Quarterly Date falling on or nearest to December 31, 1999 may not be reborrowed.Loans:

Incremental Facility Loans. In addition to borrowings Borrowings of Revolving Credit Loans and Tranche E Term Loans pursuant to paragraphs (a) and Revolving Credit Loans(b) above, at any time during the Incremental Facility Availability Period the Company may and from time to time prior to the Revolving Credit Termination Date, the Borrower may request that one or more Persons (which may include the Lenders Lenders) offer to enter into commitments to make additional revolving loans (“Incremental Facility Revolving Loans”) or term loans (“Incremental Facility Term Loans” and, together with the Incremental Facility Revolving Loans, “Incremental Facility Loans”) under this paragraph (c), it being understood that if such offer is to be made by any Person that is not already a Lender hereunder, (x) the Administrative Agent shall have consented to such Person being a Lender hereunder to the Company hereunderextent such consent would be required pursuant to Section 10.04(b) in the event of an assignment to such Person and (y) in the case of a commitment for Incremental Facility Revolving Loans providing for the issuance of Letters of Credit, which commitment each Issuing Bank shall have consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 10.04(b) in the event of any Lender shall not be less than $5,000,000 and not greater than $200,000,000an assignment to such Person. In the event that one or more of the Lenders such Persons offer, in their sole discretion, to enter into such commitments, and such Lenders Persons and the Company Borrower agree as to the amount of such commitments that shall be allocated to the respective Lenders Persons making such offers and the fees (if any) and interest to be payable by the Company Borrower in connection therewith, in the case of Incremental Facility Revolving Loans, the commitment reduction schedule and commitment termination date to be applicable thereto and, in the case of Incremental Facility Term Loans, the amortization and maturity date to be applicable thereto, the Borrower, such Lenders Persons, the Administrative Agent and the Collateral Agent shall execute and deliver an appropriate Incremental Facility Amendment, and such Persons shall become obligated to make Incremental Facility Revolving Loans or Incremental Facility Term Loans, as applicable, under this Agreement in an amount equal to the amount of their respective Incremental Facility Revolving Loan Commitments and Incremental Facility Term Loan Commitments, as applicable, as specified in such Incremental Facility Amendment. The Incremental Facility Loans to be made pursuant to any such agreement between the Company Borrower and one or more Lenders Persons in response to any such request by the Company Borrower shall be deemed to be a separate "“Series" ” of Incremental Facility Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of following additional provisions shall be applicable to the Incremental Facility Commitments entered into pursuant to any such request (andLoan Commitments, accordingly, the minimum aggregate principal amount of any Series of and Incremental Facility Loans) shall be $50,000,000 and (ii) the aggregate principal amount , of all Incremental Facility Commitments and Incremental Facility Loans shall not exceed $200,000,000. Incremental Facility Term Loans borrowed and repaid prior to but not including the Quarterly Date falling on or nearest to December 31, 1999 may not be reborrowed.any Series:

Incremental Facility Loans. In addition (a) Subject to borrowings of Term Loans the terms and Revolving Credit Loansconditions set forth herein the Lenders agree that the Borrowers may, at on any time during the Incremental Facility Availability Period the Company may Business Day from time to time request after the Lenders offer Closing Date and before the fourth anniversary of the Closing Date, deliver a written notice to enter into commitments Agent (an “Incremental Request”) at least 15 Business Days (or such shorter period as Agent may agree in its sole discretion) prior to make the proposed borrowing date requesting to add additional term loans (the “Incremental Term Loans”; and each credit facility for making any Incremental Term Loans is an “Incremental Facility”) up to an aggregate amount not to exceed the Company hereunderAvailable Increase Amount, which commitment of any Lender shall not be less than $5,000,000 and not greater than $200,000,000. In the event that one or more of the Lenders offer, in their sole discretion, to enter into such commitments, and such Lenders and the Company agree as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and the fees (if any) to be payable by the Company in connection therewith, such Lenders shall become obligated to make Incremental Facility Loans under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made pursuant to any such agreement between the Company and one or more Lenders in response to any such request by the Company shall be deemed to be a separate "Series" of Incremental Facility Loans for all purposes of this Agreement. Anything herein to the contrary notwithstandingprovided that, (i) the minimum aggregate principal amount of immediately prior to and immediately after giving effect to any Incremental Facility Commitments entered into pursuant Amendment and the closing of such Incremental Facility, no Event of Default has occurred and is continuing or would result therefrom, (ii) immediately prior to and immediately after giving effect to any Incremental Facility Amendment and the closing of such request (and, accordinglyIncremental Facility, the minimum aggregate principal amount representations and warranties of each Borrower and each other Loan Party contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any Series representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date such Incremental Term Loans are advanced, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date), (iii) immediately prior to and immediately after giving effect to any Incremental Facility Loans) Amendment and the closing of such Incremental Facility, the Loan Parties shall be $50,000,000 in pro forma compliance with the financial covenants set forth in Section 8 (after giving effect to the related use of proceeds) as of the last day of the immediately preceding Fiscal Quarter for which the Loan Parties’ financial statements are available, (iv) immediately prior to and immediately after giving effect to any Incremental Facility Amendment and the closing of such Incremental Facility, the Net Senior Leverage Ratio, calculated on a pro forma basis for the most recently ended Fiscal Quarter for which the Loan Parties’ internal financial statements are available and after giving effect to the related use of proceeds, shall not exceed the lesser of (x) the maximum Net Senior Leverage Ratio permitted under Section 8(a) as of the last day of the most recently ended Fiscal Quarter less 0.25x and (iiy) 3.00 to 1.00, (v) the final stated maturity date for any Incremental Term Loan shall be no earlier than the Maturity Date, (vi) the weighted average life to maturity applicable to each Incremental Facility shall be no shorter than weighted average life to maturity of the Term Loan, (vii) the aggregate principal amount of all Incremental Facility Commitments and Incremental Facility Term Loans shall not exceed $200,000,000. 50,000,000, (viii) each Incremental Facility Term Loans borrowed shall be in a principal amount of at least $10,000,000 and repaid prior to but not including integral multiples of $5,000,000 in excess thereof and (ix) no more than four (4) Incremental Requests may be delivered during the Quarterly Date falling on or nearest to December 31, 1999 may not be reborrowedterm of this Agreement.

Incremental Facility Loans. In addition to borrowings of Term -------------------------- Loans and Revolving Credit LoansLoans provided above, at any time during the Incremental Facility Availability Credit Agreement ---------------- Period the Company Borrowers may from time to time request that the Lenders offer to enter into commitments to make additional term loans to the Company Borrowers hereunder, which commitment of any Lender shall not be less than $5,000,000 10,000,000 and not greater than $200,000,000100,000,000. In the event that one or more of the Lenders offer, in their sole discretion, to enter into such commitments, and such Lenders and the Company Borrowers agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and offers, the fees (if any) to be payable by the Company Borrowers in connection therewiththerewith and the amortization and interest rate to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made pursuant to any such agreement between the Company Borrowers and one or more Lenders in response to any such request by the Company Borrowers shall be deemed to be a separate "Series" of ------ Incremental Facility Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Facility Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans) shall be $50,000,000 and 25,000,000, (ii) the aggregate principal amount of all unused Incremental Facility Commitments and Incremental Facility Loans shall not exceed (x) $200,000,000. 200,000,000 prior to the Iowa Acquisition Consummation Date and (y) $500,000,000 thereafter, (iii) in no event shall the final maturity date for the Incremental Facility Loans of any Series be earlier than the final Principal Payment Date for the Term Loans, nor shall the amortization for any Incremental Facility Loans of any Series be at a rate faster (i.e. earlier) than the rate of amortization of the Term Loans borrowed (the determination of whether or not such amortization is faster to be made by the Administrative Agent) and repaid prior (iv) except for the amortization and interest rate to but not including be applicable thereto, and any fees to be paid in connection therewith, the Quarterly Date falling on or nearest to December 31, 1999 may not Incremental Facility Loans of any Series shall have the same terms as the Tranche B Term Loans. Proceeds of Incremental Facility Loans hereunder shall be reborrowedavailable for any use permitted under the last sentence of Section 8.17(b) hereof.

Incremental Facility Loans. In addition (a) Subject to borrowings the terms and conditions of Term Loans and Revolving Credit Loansthis Agreement, at any time during the Borrower may request the Incremental Facility Availability Period Commitment; provided, that (i) the Company Borrower may from time to time not request the Lenders offer Incremental Facility Commitment or an Incremental Facility Advance after the occurrence and during the continuance of a Default, including, without limitation, any Default that would result after giving effect to enter into any Incremental Facility Advance; (ii) the Borrower may request only seven (7) Incremental Facility Commitments (although such commitments may be from more than one Lender) and must request a minimum Incremental Facility Commitment of $25,000,000.00, or if less, the remaining amount permitted pursuant to make additional term loans this Section 2.15 after giving effect to any prior Incremental Facility Commitments or Incremental Facility Loans and (iii) the Company hereundersum of (A) all outstanding Incremental Facility Commitments, which commitment plus (B) all outstanding Incremental Facility Loans, shall not exceed $300,000,000.00. The maturity date for the Incremental Facility Loans shall be no earlier than six (6) calendar months after the later of (i) the Term Loan A Maturity Date or (ii) Term Loan B Maturity Date (or, if no Term Loans are outstanding, the Incremental Facility Maturity Date of the most recently funded Incremental Facility Loan outstanding at such time) and the weighted average life of each Incremental Facility Loan shall be longer than the weighted average life of the longer of the Term Loan A or the Term Loan B (or, if no Term Loans are outstanding, the most recently funded Incremental Facility Loan outstanding at such time). The decision of any Lender shall not be less than $5,000,000 and not greater than $200,000,000. In the event that one or more of the Lenders offer, in their sole discretion, to enter into such commitments, and such Lenders and the Company agree as make an Incremental Facility Commitment to the amount of such commitments that Borrower shall be allocated to the respective Lenders making at such offers Lender's sole discretion and the fees (if any) to shall be payable by the Company made in connection therewith, such Lenders shall become obligated to make Incremental Facility Loans under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitmentswriting. The Incremental Facility Commitment (x) must be in the form of a term loan facility, (y) must not require principal repayment earlier, or in amount larger (or percentage greater), than those set forth in the repayment schedule for the Term Loans to be made pursuant to any such agreement between as set forth in Section 2.7(b) hereof (or, if no Term Loans are outstanding, the Company and one or more Lenders repayment schedule set forth in response to any such request by the Company shall be deemed to be a separate "Series" Notice of Incremental Facility Loans Commitment for all purposes of the most recently funded Incremental Facility Loan outstanding at such time) and (z) must be governed by this AgreementAgreement and the other Loan Documents and be on terms and conditions no more restrictive than those set forth herein and therein. Anything herein Each Lender shall have the right, but not the obligation, to the contrary notwithstandingparticipate in any Incremental Facility Commitment on a pro rata basis. The Borrower may, (i) the minimum aggregate principal amount of at its own expense, solicit Incremental Facility Commitments entered into from third party financial institutions reasonably acceptable to the Administrative Agent. Any such financial institution (if not already a Lender hereunder) shall become a party to this Agreement as a Lender, pursuant to any such request (and, accordingly, a joinder agreement in form and substance reasonably satisfactory to the minimum aggregate principal amount of any Series of Incremental Facility Loans) shall be $50,000,000 Administrative Agent and (ii) the aggregate principal amount of all Incremental Facility Commitments and Incremental Facility Loans shall not exceed $200,000,000. Incremental Facility Term Loans borrowed and repaid prior to but not including the Quarterly Date falling on or nearest to December 31, 1999 may not be reborrowedBorrower.

Incremental Facility Loans. In addition to borrowings Borrowings of Term Loans and Revolving Credit Loans, Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans pursuant to paragraphs (a), (b), (c) and (d) above, at any time during the Incremental Facility Availability Period the Company may and from time to time prior to December 31, 2002, the Borrower may request that one or more Persons (which may include the Lenders Lenders) offer to enter into commitments to CREDIT AGREEMENT make additional revolving loans ("INCREMENTAL FACILITY REVOLVING LOANS") or term loans ("INCREMENTAL FACILITY TERM LOANS" and, together with the Incremental Facility Revolving Loans, "INCREMENTAL FACILITY LOANS") under this paragraph (e), it being understood that if such offer is to be made by any Person that is not already a Lender hereunder, the Administrative Agent shall have consented to such Person being a Lender hereunder to the Company hereunder, which commitment extent such consent would be required pursuant to Section 10.04(b) in the event of any Lender shall not be less than $5,000,000 and not greater than $200,000,000an assignment to such Person. In the event that one or more of the Lenders such Persons offer, in their sole discretion, to enter into such commitments, and such Lenders Persons and the Company Borrower agree as to the amount of such commitments that shall be allocated to the respective Lenders Persons making such offers and the fees (if any) to be payable by the Company Borrower in connection therewith, in the case of Incremental Facility Revolving Loans the commitment reduction schedule and commitment termination date to be applicable thereto and, in the case of Incremental Facility Term Loans the amortization and maturity date to be applicable thereto, the Borrower, such Lenders Persons, the Administrative Agent and the Collateral Agent shall execute and deliver an appropriate Incremental Facility Amendment, and such Persons shall become obligated to make Incremental Facility Revolving Loans or Incremental Facility Term Loans, as applicable, under this Agreement in an amount equal to the amount of their respective Incremental Facility Revolving Loan Commitments and Incremental Facility Term Loan Commitments, as applicable, as specified in such Incremental Facility Amendment. The Incremental Facility Loans to be made pursuant to any such agreement between the Company Borrower and one or more Lenders Persons in response to any such request by the Company Borrower shall be deemed to be a separate "SeriesSERIES" of Incremental Facility Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of following additional provisions shall be applicable to the Incremental Facility Commitments entered into pursuant to any such request (andLoan Commitments, accordingly, the minimum aggregate principal amount of any Series of and Incremental Facility Loans) shall be $50,000,000 and (ii) the aggregate principal amount , of all Incremental Facility Commitments and Incremental Facility Loans shall not exceed $200,000,000. Incremental Facility Term Loans borrowed and repaid prior to but not including the Quarterly Date falling on or nearest to December 31, 1999 may not be reborrowed.any Series:

Incremental Facility Loans. In addition to borrowings of Term Loans and Revolving Credit LoansLoans provided above, the Borrowers may at any time during the Incremental Facility Availability Period the Company may and from time to time request that the Lenders offer to (or additional financial institutions that will become Lenders hereunder) enter into commitments to make additional term loans to Incremental Facility Revolving Credit Loans (and participate in Incremental Facility Letters of Credit, under Incremental Facility Revolving Credit Commitments) or Incremental Facility Term Loans of one or more Series hereunder or constituting an increase in the Company hereunder, which commitment amount of any Lender shall not be less than $5,000,000 and not greater than $200,000,000previously established Class of Commitments or Term Loans. In the event that one or more of the Lenders (which term, as used in this paragraph (e) shall include such additional financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders Lenders, the Borrowers and the Company Administrative Agent (and, if applicable, the Issuing Lenders) agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; any such instrument for any Series of Incremental Loans being herein called an “Incremental Facility Agreement” for such Series) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and offers, the fees (if any) to be payable by the Company Borrowers in connection therewiththerewith and the amortization and interest rate to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans Loans, and (if applicable) to participate in Incremental Facility Letters of Credit, under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Unless specified to be an increase in any existing Class of Commitments or Term Loans, the Incremental Facility Loans to be made made, and (if applicable) Incremental Facility Letters of Credit to be issued, pursuant to any such agreement between the Company and one or more Lenders Incremental Facility Agreement in response to any such request by the Company Borrowers shall be deemed to be a separate "“Series" ” of Incremental Facility Loans Loans, or (if applicable) Incremental Facility Letters of Credit, for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Facility Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans) following additional provisions shall be $50,000,000 and (ii) the aggregate principal amount of all applicable to Incremental Facility Commitments and Incremental Facility Loans shall not exceed $200,000,000. Incremental Facility Term Loans borrowed and repaid prior to but not including the Quarterly Date falling on or nearest to December 31, 1999 may not be reborrowed.Loans:

Incremental Facility Loans. In addition (a) Subject to borrowings the terms and conditions of Term Loans and Revolving Credit Loansthis Agreement, at the Borrower may request Incremental Facility Commitments on any time Business Day; PROVIDED, HOWEVER, that the Borrower may not request Incremental Facility Commitments or an Incremental Facility Loan during the continuance of a Default or Event of Default, including, without limitation, any Default or Event of Default that would result after giving effect to any Incremental Facility Availability Period Loan; and PROVIDED FURTHER, that the Company Borrower may request up to two (2) Incremental Facility Commitments (each of which commitments may be from time to time request the Lenders offer to enter into commitments to make additional term loans to the Company hereunder, more than one Lender) which commitment of any Lender shall not may be no less than $5,000,000 60,000,000 and not greater no more than $200,000,000. In 120,000,000 in the event that one or more of the Lenders offer, in their sole discretion, to enter into such commitments, and such Lenders and the Company agree as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and the fees (if any) to be payable by the Company in connection therewith, such Lenders shall become obligated to make Incremental Facility Loans under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitmentsaggregate. The Incremental Facility Loans to be made pursuant Maturity Date applicable to any such agreement between of the Company and one or more Lenders in response to any such request by the Company shall be deemed to be a separate "Series" of Incremental Facility Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Facility Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans) shall be $50,000,000 and (ii) the aggregate principal amount of all Incremental Facility Commitments and Incremental Facility Loans shall not exceed $200,000,000be no earlier than the Final Maturity Date. In requesting Incremental Facility Commitments, the Borrower shall offer each of the Lenders an opportunity to provide an Incremental Facility Commitment; PROVIDED that none of the Lenders shall be required to issue an Incremental Facility Commitment and the decision of any Lender to issue or not issue an Incremental Facility Commitment to the Borrower shall be at such Lender's sole discretion after being offered such right of first refusal (and the failure to respond to any such offer by the requested deadline shall be deemed a refusal). Persons not then Lenders may be included as Lenders having Incremental Facility Commitments with the written approval of the Borrower and the Administrative Agent. The Incremental Facility Commitments (i) may be in the form of a revolving or a term credit facility and may be structured as an institutional tranche, (ii) must not (A) have scheduled amortization providing for principal repayments or commitment reductions earlier than, or in an amount on a percentage basis larger than, those dates or amounts set forth in the amortization schedule 52 for the Term B Loans borrowed set forth herein, or (B) be secured by more or different collateral than the Loans hereunder, and repaid prior (iii) must be governed by this Agreement and the other Loan Documents and be subject to but terms and conditions not including more restrictive than those set forth herein and therein for the Quarterly Date falling on or nearest to December 31, 1999 may not be reborrowedLoans.

Incremental Facility Loans. In addition to borrowings of Term Loans and -------------------------- Revolving Credit Loans, at any time during the Incremental Facility Availability Period the Company Borrower may from time to time request the Lenders offer to enter into commitments to make additional term revolving loans to the Company Borrower hereunder, which commitment of any Lender shall not be less than $5,000,000 10,000,000 and not greater than $200,000,000250,000,000. In the event that one or more of the Lenders offer, in their sole discretion, to enter into such commitments, and such Lenders and the Company Borrower agree as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and the fees (if any) to be payable by the Company Borrower in connection therewith, such Lenders shall become obligated to make Incremental Facility Loans under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made pursuant to any such agreement between the Company Borrower and one or more Lenders in response to any such request by the Company Borrower shall be deemed to be a separate "Series" of Incremental Facility Loans for all purposes of this ------ Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Facility Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans) shall be $50,000,000 25,000,000 and (ii) the aggregate principal amount of all Incremental Facility Commitments and Borrowings of Incremental Facility Loans shall not exceed $200,000,000250,000,000. Following agreement by the Borrower and one or more of the Lenders as provided above, subject to the terms and conditions set forth herein, each Incremental Facility Term Lender of any Series agrees to make Incremental Facility Loans borrowed of such Series to the Borrower from time to time during the period from and repaid prior including the date of such agreement to but not including the Quarterly Date falling on or nearest Maturity Date, in an aggregate principal amount up to December 31but not exceeding the amount of the Incremental Facility Commitment of such Series of such Incremental Facility Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, 1999 the Borrower may not be reborrowedborrow, prepay and reborrow Incremental Facility Loans of any Series as the Borrower shall from time to time select.

Incremental Facility Loans. In addition to borrowings of Term Loans and Revolving Credit Loans, at any time during the Incremental Facility Availability Period the Company Borrower may from time to time request the Lenders offer to enter into commitments to make additional term revolving loans to the Company Borrower hereunder, which commitment of any Lender shall not be less than $5,000,000 10,000,000 and not greater than $200,000,000250,000,000. In the event that one or more of the Lenders offer, in their sole discretion, to enter into such commitments, and such Lenders and the Company Borrower agree as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and the fees (if any) to be payable by the Company Borrower in connection therewith, such Lenders shall become obligated to make Incremental Facility Loans under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made pursuant to any such agreement between the Company Borrower and one or more Lenders in response to any such request by the Company Borrower shall be deemed to be a separate "Series" of Incremental Facility Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Facility Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans) shall be $50,000,000 25,000,000 and (ii) the aggregate principal amount of all Incremental Facility Commitments and Borrowings of Incremental Facility Loans shall not exceed $200,000,000250,000,000. Following agreement by the Borrower and one or more of the Lenders as provided above, subject to the terms and conditions set forth herein, each Incremental Facility Term Lender of any Series agrees to make Incremental Facility Loans borrowed of such Series to the Borrower from time to time during the period from and repaid prior including the date of such agreement to but not including the Quarterly Date falling on or nearest Maturity Date, in an aggregate principal amount up to December 31but not exceeding the Five Year Credit Agreement amount of the Incremental Facility Commitment of such Series of such Incremental Facility Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, 1999 the Borrower may not be reborrowedborrow, prepay and reborrow Incremental Facility Loans of any Series as the Borrower shall from time to time select.

Incremental Facility Loans. In addition (a) Subject to borrowings the terms and conditions of Term Loans and Revolving Credit Loansthis Agreement, at the Borrowers may request Incremental Facility Commitments on any time Business Day; PROVIDED, HOWEVER, that the Borrowers may not request Incremental Facility Commitments or an Incremental Facility Loan during the continuance of a Default or Event of Default, including, without limitation, any Default or Event of Default that would result after giving effect to any Incremental Facility Availability Period Loan; and PROVIDED FURTHER, that the Company Borrowers may from time to time request the Lenders offer to enter into commitments to make additional term loans to the Company hereunder, one (1) Incremental Facility Commitment (which commitment of any Lender shall not may be less from more than one Lender) which may be no more than $5,000,000 and not greater than $200,000,000. In 35,000,000 in the event that one or more of the Lenders offer, in their sole discretion, to enter into such commitments, and such Lenders and the Company agree as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and the fees (if any) to be payable by the Company in connection therewith, such Lenders shall become obligated to make Incremental Facility Loans under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitmentsaggregate. The Incremental Facility Loans to be made pursuant Maturity Date applicable to any such agreement between of the Company and one or more Lenders in response to any such request by the Company shall be deemed to be a separate "Series" of Incremental Facility Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Facility Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans) shall be $50,000,000 and (ii) the aggregate principal amount of all Incremental Facility Commitments and Incremental Facility Loans shall not exceed $200,000,000be no earlier than the Final Maturity Date. In requesting Incremental Facility Commitments, the Borrowers shall offer each of the Lenders an opportunity to provide an Incremental Facility Commitment; PROVIDED that none of the Lenders shall be required to issue an Incremental Facility Commitment and the decision of any Lender to issue or not issue an Incremental Facility Commitment to the Borrowers shall be at such Lender's sole discretion after being offered such right of first refusal (and the failure to respond to any such offer by the requested deadline shall be deemed a refusal). Persons not then Lenders may be included as Lenders having Incremental Facility Commitments with the written approval of the Borrowers and the Administrative Agent. The Incremental Facility Commitments (i) may be in the form of a revolving or a term credit facility and may be structured as an institutional tranche, (ii) must not (A) have scheduled amortization providing for principal repayments or commitment reductions earlier than, or in an amount on a percentage basis larger than, those dates or amounts set forth in the amortization schedule for the Term B Loans borrowed and repaid prior to but not including set forth herein, or (B) be secured by more or different collateral than the Quarterly Date falling on or nearest to December 31, 1999 may not be reborrowed.Loans hereunder,

Incremental Facility Loans. In addition to borrowings of Term Loans and Revolving Credit LoansLoans provided above, the Borrowers may at any time during the Incremental Facility Availability Period the Company may and from time to time request that the Lenders offer to (or additional financial institutions that will become Lenders hereunder) enter into commitments to make additional term loans Incremental Facility Revolving Credit Loans (and participate in Incremental Facility Letters of Credit, under Incremental Facility Revolving Credit Commitments) or Incremental Facility Term Loans of one or more Series hereunder or, subject to the Company hereunderlimitations set forth below, which commitment constituting an increase in the amount of any Lender shall not be less than $5,000,000 and not greater than $200,000,000previously established Class of Commitments or Term Loans. In the event that one or more of the Lenders (which term, as used in this paragraph (e) shall include such additional financial institutions) offer, in their sole discretion, to enter into such commitments, and such Lenders Lenders, the Borrowers and the Company Administrative Agent (and, if applicable, the Issuing Lenders) agree pursuant to an instrument in writing (the form and substance of which shall be satisfactory, and a copy of which shall be delivered, to the Administrative Agent and the Lenders making such Loans and, if applicable, the Issuing Lenders; any such instrument for any Series of Incremental Loans being herein called an “Incremental Facility Agreement” for such Series) as to the amount of such commitments that shall be allocated to the respective Lenders making such offers and offers, the fees (if any) to be payable by the Company Borrowers in connection therewiththerewith and the amortization and interest rate to be applicable thereto, such Lenders shall become obligated to make Incremental Facility Loans Loans, and (if applicable) to participate in Incremental Facility Letters of Credit, under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Unless specified to be an increase in any existing Class of Commitments or Term Loans, the Incremental Facility Loans to be made made, and (if applicable) Incremental Facility Letters of Credit to be issued, pursuant to any such agreement between the Company and one or more Lenders Incremental Facility Agreement in response to any such request by the Company Borrowers shall be deemed to be a separate "“Series" ” of Incremental Facility Loans Loans, or (if applicable) Incremental Facility Letters of Credit, for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Facility Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans) following additional provisions shall be $50,000,000 and (ii) the aggregate principal amount of all applicable to Incremental Facility Commitments and Incremental Facility Loans shall not exceed $200,000,000. Incremental Facility Term Loans borrowed and repaid prior to but not including the Quarterly Date falling on or nearest to December 31, 1999 may not be reborrowed.Loans:

Incremental Facility Loans. In addition to borrowings Borrowings of Term Loans and Revolving Credit Loans, at any time during the Incremental Facility Availability Period the Company may and from time to time during the Availability Period the Borrower may request that the Lenders offer to enter into commitments to make additional term loans to the Company hereunderBorrower hereunder provided such loans are matched, on a one-to-one basis, with additional capital invested by the Parent Shareholder in the Parent, and by the Parent in the Borrower, in excess of the amount by which the Parent Shareholder and the Parent have agreed, as at such date, to capitalize the Parent and the Borrower, respectively, pursuant to the Capital Subscription Agreement. Each such commitment of any Lender shall not be less than U.S. $5,000,000 and not greater than U.S. $200,000,00050,000,000. In the event that one or more of the Lenders offer, in their sole discretion, to enter into such commitments, and such Lenders and the Company Borrower agree as to the amount of such commitments that shall be allocated to the respective Lenders making such offers offers, and the fees (if any) to be payable by the Company Borrower in connection therewith, such Lenders shall become obligated to make Incremental Facility Loans under this Agreement in an amount equal to the amount of their respective Incremental Facility Commitments. The Incremental Facility Loans to be made pursuant to any such agreement between the Company Borrower and one or more Lenders in response to any such request by the Company Borrower shall be deemed to be a separate "Series" of Incremental Facility Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Facility Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Facility Loans) shall be U.S. $50,000,000 10,000,000 and (ii) the aggregate principal amount of all Incremental Facility Commitments and Borrowings of Incremental Facility Loans shall not exceed U.S. $200,000,00050,000,000. Following agreement by the Borrower and one or more of the Lenders as provided above, subject to the terms and conditions set forth herein, each Incremental Facility Term Lender of any Series agrees to make Incremental Facility Loans borrowed and repaid prior of such Series to the Borrower from time to time, in an aggregate principal amount up to but not including exceeding the Quarterly Date falling on or nearest to December 31, 1999 amount of the Incremental Facility Commitment of such Series of such Incremental Facility Lender. Amounts repaid in respect of Incremental Facility Loans may not be reborrowed.