Common use of Additional Loans Clause in Contracts

Additional Loans. Subject to the terms and conditions herein, in the event the Merger has not been consummated on or before January 15, 2003, the Lender agrees, no later than five (5) business days after receipt of a written request therefor from the Borrower, to make, or to arrange for one or more of its affiliates to make, additional loans from time to time and as requested from and after January 15, 2003, up to the Maturity Date (as defined herein) (such additional loans, the "Additional Loans") in an amount or amounts not to exceed $1,000,000 in the aggregate; provided, however, that if the Merger Agreement is terminated other than pursuant to Section 8.1(b), 8.1(c), 8.1(d)(iii), or 8.1(d)(iv) thereof, then no Additional Loan need be made on or after the date of such termination, and provided further, that if the Merger Agreement is terminated pursuant to Section 8.1(b), 8.1(c), 8.1(d)(iii) or 8.1(d)(iv) thereof, no Additional Loan need be made on or after such date of termination if: (X) immediately after such Additional Loan were made the aggregate outstanding amount of the Additional Loans would exceed $750,000 or (Y) in the case of a termination by the Borrower pursuant to Section 8.1(c)(ii) of the Merger Agreement, prior to the date of such Additional Loan, one or more third parties have entered into with the Borrower an Other Agreement. For the purposes of this Section 1.1(b), an "Other Agreement" shall be defined as: (A) a definitive agreement by and among Borrower and one or more third parties related to an Acquisition Proposal described in Section 6.1(e)(i) - (iv) of the Merger Agreement, (B) commencement of a tender offer or exchange offer in which any person, entity or group acquires beneficial ownership (as such terms are defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), or the right to acquire beneficial ownership of, 50% or more of the outstanding shares of Borrower's common stock, or (C) any transaction with a third party that is substantially similar in substance and purpose to (A) or (B) above. Any affiliate that makes an Additional Loan to the Borrower pursuant to the foregoing or the Initial Loan, or any portion thereof, pursuant to Section 1.1(a) hereof shall be referred to herein as an "Additional Lender". Notwithstanding anything herein to the contrary, the Lender or any Additional Lender may make, but shall not be required to make, any requested Additional Loan if after such Additional Loan the total of the Borrower's cash, cash equivalents and short-term investments would then exceed its working capital needs, as set forth in the Borrower's 2003 Budget, which has been delivered by the Borrower to the Lender prior to the execution of this Loan Agreement, for at least six (6) months from the date of the request. The principal amount of the Initial Loan and any Additional Loans (the "Aggregate Principal Amount") together with all accrued interest thereon and expenses incurred by the Lender or any Additional Lender in connection therewith (the "Loans") shall be due and payable in full on the Maturity Date. The "Maturity Date" will be the earliest to occur of: (i) the first business day after the effective date of the Merger, (ii) the acceleration of the Loans by the Lender or any Additional Lender upon the occurrence of an Event of Default (as defined in Article IV below), (iii) termination of the Merger Agreement, unless such termination is pursuant to Section 8.1(b), 8.1(c), 8.1(d)(iii) or 8.1(d)(iv) thereof, or (iv) September 30, 2003.

Additional Loans. Subject to the terms and conditions set forth herein, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall have the right during the period from the Closing Date until the date one Business Day prior to the Extended Maturity Date, to incur additional Indebtedness (the “Additional Loans”) under this Credit Agreement in the event the Merger has not been consummated on or before January 15, 2003, the Lender agrees, no later than five (5) business days after receipt form of a written request therefor from the Borrower, to make, or to arrange for one or more increases to the Aggregate Revolving Committed Amount by an aggregate amount of its affiliates to make, additional loans from time to time and as requested from and after January 15, 2003, up to the Maturity Date lesser of (x) $500,000,000 and (y) such amount as defined herein) (such additional loanswould result in the Aggregate Revolving Committed Amount equaling, the "but not exceeding, $1,500,000,000. The following terms and conditions shall apply to all Additional Loans": (a) the loans made under any such Additional Loan shall constitute Credit Party Obligations, (b) such Additional Loan shall have the same terms (including interest rate) as the existing Loans, (c) any such Additional Loan shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (d) any such Additional Loan shall be obtained from existing Extending Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) such Additional Loan shall be in a minimum principal Dollar Amount (determined as of the most recent Revaluation Date) of $50,000,000 and integral multiples of $5,000,000 in excess thereof, (f) the proceeds of any Additional Loan will be used in accordance with Section 3.13, (g) the Borrower shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Loans and (h) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied. The Borrower may invite existing Extending Lenders or other banks, financial institutions and investment funds that are not Non-Extending Lenders and that are reasonably acceptable to the Administrative Agent and that would satisfy the same criteria that would be required for such bank, financial institution or investment fund to be an amount “Eligible Assignee” to join this Credit Agreement as Lenders to provide any Additional Loans, provided (i) no existing Extending Lender shall have any obligation to provide all or any portion of any such Additional Loan and (ii) such other banks, financial institutions and investment funds that are not existing Extending Lenders shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request and shall thereafter be deemed to be Extending Lenders. The existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Sections 10.6(c) or 10.6(e)) of the outstanding Loans (excluding Competitive Bid Loans) and Participation Interests to the Lenders providing any Additional Loan so that, after giving effect to such assignments, each Lender (including the Lenders providing the Additional Loans) will hold Loans and Participation Interests equal to its Commitment Percentage of all outstanding Loans and LOC Obligations (and accordingly the Borrower shall pay any additional amounts not to exceed $1,000,000 in the aggregate; provided, however, that if the Merger Agreement is terminated other than required pursuant to Section 8.1(b2.17). The Administrative Agent is authorized to enter into, 8.1(c), 8.1(d)(iii), or 8.1(d)(iv) thereof, then no Additional Loan need be made on or after the date of such termination, and provided further, that if the Merger Agreement is terminated pursuant to Section 8.1(b), 8.1(c), 8.1(d)(iii) or 8.1(d)(iv) thereof, no Additional Loan need be made on or after such date of termination if: (X) immediately after such Additional Loan were made the aggregate outstanding amount behalf of the Additional Loans would exceed $750,000 Lenders, any amendment to this Credit Agreement or (Y) in any other Credit Document consistent with this Section 2.5 as may be necessary to incorporate the case terms of a termination by the Borrower pursuant to Section 8.1(c)(ii) of the Merger Agreement, prior to the date of such any Additional Loan, one or more third parties have entered into with the Borrower an Other Agreement. For the purposes of this Section 1.1(b), an "Other Agreement" shall be defined as: (A) a definitive agreement by and among Borrower and one or more third parties related to an Acquisition Proposal described in Section 6.1(e)(i) - (iv) of the Merger Agreement, (B) commencement of a tender offer or exchange offer in which any person, entity or group acquires beneficial ownership (as such terms are defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), or the right to acquire beneficial ownership of, 50% or more of the outstanding shares of Borrower's common stock, or (C) any transaction with a third party that is substantially similar in substance and purpose to (A) or (B) above. Any affiliate that makes an Additional Loan to the Borrower pursuant to the foregoing or the Initial Loan, or any portion thereof, pursuant to Section 1.1(a) hereof shall be referred to herein as an "Additional Lender". Notwithstanding anything herein to the contrary, the Lender or any Additional Lender may make, but shall not be required to make, any requested Additional Loan if after such Additional Loan the total of the Borrower's cash, cash equivalents and short-term investments would then exceed its working capital needs, as set forth in the Borrower's 2003 Budget, which has been delivered by the Borrower to the Lender prior to the execution of this Loan Agreement, for at least six (6) months from the date of the request. The principal amount of the Initial Loan and any Additional Loans (the "Aggregate Principal Amount") together with all accrued interest thereon and expenses incurred by the Lender or any Additional Lender in connection therewith (the "Loans") shall be due and payable in full on the Maturity Date. The "Maturity Date" will be the earliest to occur of: (i) the first business day after the effective date of the Merger, (ii) the acceleration of the Loans by the Lender or any Additional Lender upon the occurrence of an Event of Default (as defined in Article IV below), (iii) termination of the Merger Agreement, unless such termination is pursuant to Section 8.1(b), 8.1(c), 8.1(d)(iii) or 8.1(d)(iv) thereof, or (iv) September 30, 2003.

Additional Loans. (a) Subject to the terms and conditions set forth herein, in so long as no Default or Event of Default shall have occurred and be continuing and the event the Merger has Aggregate Revolving Committed Amount shall not have been consummated on or before January 15, 2003reduced below $250,000,000 pursuant to Section 2.9(a), the Lender agrees, no later than five (5) business days after receipt of a written request therefor from Borrower shall have the Borrower, to make, or to arrange for one or more of its affiliates to make, additional loans right from time to time and as requested during the period from and after January 15, 2003, up the Closing Date until the date one Business Day prior to the Maturity Date Date, to incur additional Indebtedness under this Credit Agreement in the form of (as defined hereini) one or more increases to the Aggregate Revolving Committed Amount (such additional loansthe "Additional Revolving Loans") and/or (ii) a term loan facility (the "Additional Term Loan"; together with the Additional Revolving Loans, the "Additional Loans") ), in an aggregate amount of up to $150,000,000. The following terms and conditions shall apply: (A) the aggregate amount of all Additional Loans shall not at any one time exceed $150,000,000, (B) the terms and conditions of any Additional Term Loans shall be reasonably satisfactory to the Administrative Agent and the Additional Loan Lenders (as such term is defined below), (C) the loans made under any Additional Loan facilities shall constitute Credit Party Obligations, (D) any Additional Revolving Loans shall have the same terms (including interest rate) as the existing Revolving Loans, (E) any Additional Term Loan shall have a maturity date no sooner than the Maturity Date of the Revolving Loans, (F) any Additional Loans shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (G) any Additional Loans shall be obtained from existing Lenders or amounts not from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below (such Persons being referred to exceed herein as the "Additional Loan Lenders"), (H) each Additional Loan shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in the aggregate; provided, however, that if the Merger Agreement is terminated other than pursuant to Section 8.1(b), 8.1(c), 8.1(d)(iii), or 8.1(d)(iv) excess thereof, then no (I) the proceeds of any Additional Loans will be used to finance capital expenditures and working capital and other general corporate purposes, including Permitted Investments, (J) the Borrower shall execute such promissory notes as are necessary and requested by the Additional Loan need be made on or after the date of such termination, and provided further, that if the Merger Agreement is terminated pursuant Lenders to Section 8.1(b), 8.1(c), 8.1(d)(iii) or 8.1(d)(iv) thereof, no Additional Loan need be made on or after such date of termination if: (X) immediately after such Additional Loan were made the aggregate outstanding amount of reflect the Additional Loans would exceed $750,000 or Loans, (YK) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (L) the case of a termination by Administrative Agent shall have received from the Borrower pursuant to Section 8.1(c)(ii(1) of the Merger Agreementupdated financial projections and an officer's certificate, prior in each case in form and substance reasonably satisfactory to the date of Administrative Agent, demonstrating that, after giving effect to any such Additional Loan, one or more third parties have entered into the Borrower will be in compliance with the Borrower an Other Agreementfinancial covenants set forth in Section 5.9 and (2) such other documentation as the Administrative Agent may reasonably request, including, without limitation, corporate authorization documentation and legal opinions. For the purposes of this Section 1.1(b), an "Other Agreement" Participation in any Additional Loans shall be defined as: offered first to each of the existing Lenders on a pro rata basis, but none of such Lenders shall have any obligation to provide all or any portion of any such Additional Loans. If the amount of any Additional Loans requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Loans, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Additional Loans not taken by existing Lenders; provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request. In the case of Additional Revolving Loans, the existing Lenders shall make such assignments (A) a definitive agreement by and among Borrower and one or more third parties related which assignments shall not be subject to an Acquisition Proposal described the requirements set forth in Section 6.1(e)(i) - (iv10.6(c)) of the Merger Agreement, (B) commencement of a tender offer or exchange offer in which any person, entity or group acquires beneficial ownership (as such terms are defined in Rule 13d-3 under outstanding Revolving Loans and Participation Interests to the Securities Exchange Act of 1934, as amended), or the right to acquire beneficial ownership of, 50% or more of the outstanding shares of Borrower's common stock, or (C) any transaction with a third party that is substantially similar in substance and purpose to (A) or (B) above. Any affiliate that makes an Additional Loan Lenders providing any Additional Revolving Loans so that, after giving effect to the Borrower pursuant such assignments, each Lender holding a Revolving Commitment (including such Additional Loan Lenders) will hold Revolving Loans and Participation Interests equal to the foregoing or the Initial Loan, or any portion thereof, pursuant to Section 1.1(a) hereof shall be referred to herein as an "Additional Lender"its Commitment Percentage of all outstanding Revolving Loans and LOC Obligations. Notwithstanding anything herein any provision of this Credit Agreement to the contrary, the Lender Administrative Agent is authorized (with the consent of the Borrower and the Additional Loan Lenders), to enter into, on behalf of all Lenders, any amendment, modification or supplement to this Credit Agreement or any Additional Lender other Credit Document as may make, but shall not be required necessary to make, any requested Additional Loan if after such Additional Loan incorporate the total terms of the Borrower's cash, cash equivalents and short-term investments would then exceed its working capital needs, as set forth in the Borrower's 2003 Budget, which has been delivered by the Borrower to the Lender prior to the execution of this Loan Agreement, for at least six (6) months from the date of the request. The principal amount of the Initial Loan and any Additional Loans (the "Aggregate Principal Amount") together with all accrued interest thereon and expenses incurred by the Lender or any Additional Lender in connection therewith (the "Loans") shall be due and payable in full on the Maturity Date. The "Maturity Date" will be the earliest to occur of: (i) the first business day after the effective date of the Merger, (ii) the acceleration of the Loans by the Lender or any Additional Lender upon the occurrence of an Event of Default (as defined in Article IV below), (iii) termination of the Merger Agreement, unless such termination is pursuant to Section 8.1(b), 8.1(c), 8.1(d)(iii) or 8.1(d)(iv) thereof, or (iv) September 30, 2003.

Additional Loans. Subject to the terms and conditions herein, in the event the Merger has not been consummated on or before January 152, 2003, the Lender agrees, no later than five (5) business days after receipt of a written request therefor from the Borrower, to make, or to arrange for one or more of its affiliates to make, additional loans from time to time and as requested from and after January 152, 2003, up to the Maturity Date (as defined herein) (such additional loans, the "“Additional Loans"”) in an amount or amounts not to exceed $1,000,000 in the aggregate; provided, however, that if the Merger Agreement is terminated other than pursuant to Section 8.1(b), 8.1(c), ) or 8.1(d)(iii), or 8.1(d)(iv) thereof, then no Additional Loan need be made on or after the date of such termination, and provided further, that if the Merger Agreement is terminated pursuant to Section 8.1(b), 8.1(c), 8.1(d)(iii) or 8.1(d)(iv8.1(d)(iii) thereof, no Additional Loan need be made on or after such date of termination if: (X) if immediately after such Additional Loan were made the aggregate outstanding amount of the Additional Loans would exceed $750,000 or (Y) in the case of a termination by the Borrower pursuant to Section 8.1(c)(ii) of the Merger Agreement, prior to the date of such Additional Loan, one or more third parties have entered into with the Borrower an Other Agreement. For the purposes of this Section 1.1(b), an "Other Agreement" shall be defined as: (A) a definitive agreement by and among Borrower and one or more third parties related to an Acquisition Proposal described in Section 6.1(e)(i) - (iv) of the Merger Agreement, (B) commencement of a tender offer or exchange offer in which any person, entity or group acquires beneficial ownership (as such terms are defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), or the right to acquire beneficial ownership of, 50% or more of the outstanding shares of Borrower's common stock, or (C) any transaction with a third party that is substantially similar in substance and purpose to (A) or (B) above750,000. Any affiliate that makes an Additional Loan to the Borrower pursuant to the foregoing or the an Initial Loan, or any portion thereof, pursuant to Section 1.1(a) hereof shall be referred to herein as an "“Additional Lender"”. Notwithstanding anything herein to the contrary, the Lender or any Additional Lender may make, but shall not be required to make, any requested Additional Loan if after such Additional Loan the total of the Borrower's ’s cash, cash equivalents and short-term investments would then exceed its working capital needs, as set forth in the Borrower's ’s 2003 Budget, which has been was delivered by the Borrower to the Lender prior to the execution of this the Loan Agreement, dated as of September 6, 2002, by and among the Borrower and the Lender, for at least six (6) months from the date of the request. The principal amount of the Initial Loan Loans and any Additional Loans (the "“Aggregate Principal Amount"”) together with all accrued interest thereon and expenses incurred by the Lender or any Additional Lender in connection therewith (the "“Loans"”) shall be due and payable in full on the Maturity Date. The "“Maturity Date" ” will be the earliest to occur of: (i) the first business day after the effective date of the Merger, (ii) the acceleration of the Loans by the Lender or any Additional Lender upon the occurrence of an Event of Default (as defined in Article IV below), (iii) termination of the Merger Agreement, unless such termination is pursuant to Section 8.1(b), 8.1(c), 8.1(d)(iii) or 8.1(d)(iv8.1(d)(iii) thereof, or (iv) September 30December 31, 2003.

Additional Loans. Subject to the terms and conditions herein, in the event the Merger has not been consummated on or before January 152, 2003, the Lender agrees, no later than five (5) business days after receipt of a written request therefor from the Borrower, to make, or to arrange for one or more of its affiliates to make, additional loans from time to time and as requested from and after January 152, 2003, up to the Maturity Date (as defined herein) (such additional loans, the "“Additional Loans"”) in an amount or amounts not to exceed $1,000,000 in the aggregate; provided, however, that if the Merger Agreement is terminated other than pursuant to Section 8.1(b), 8.1(c), 8.1(d)(iii), or 8.1(d)(iv) thereof, then no Additional Loan need be made on or after the date of such termination, and provided further, that if the Merger Agreement is terminated pursuant to Section 8.1(b), 8.1(c), 8.1(d)(iii) or 8.1(d)(iv) thereof, no Additional Loan need be made on or after such date of termination if: (X) immediately after such Additional Loan were made the aggregate outstanding amount of the Additional Loans would exceed $750,000 or (Y) in the case of a termination by the Borrower pursuant to Section 8.1(c)(ii) of the Merger Agreement, prior to the date of such Additional Loan, one or more third parties have entered into with the Borrower an Other Agreement. For the purposes of this Section 1.1(b), an "“Other Agreement" ” shall be defined as: (A) a definitive agreement by and among Borrower and one or more third parties related to an Acquisition Proposal described in Section 6.1(e)(i) - – (iv) of the Merger Agreement, (B) commencement of a tender offer or exchange offer in which any person, entity or group acquires beneficial ownership (as such terms are defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), or the right to acquire beneficial ownership of, 50% or more of the outstanding shares of Borrower's ’s common stock, or (C) any transaction with a third party that is substantially similar in substance and purpose to (A) or (B) above. Any affiliate that makes an Additional Loan to the Borrower pursuant to the foregoing or the an Initial Loan, or any portion thereof, pursuant to Section 1.1(a) hereof shall be referred to herein as an "“Additional Lender"”. Notwithstanding anything herein to the contrary, the Lender or any Additional Lender may make, but shall not be required to make, any requested Additional Loan if after such Additional Loan the total of the Borrower's ’s cash, cash equivalents and short-term investments would then exceed its working capital needs, as set forth in the Borrower's ’s 2003 Budget, which has been was delivered by the Borrower to the Lender prior to the execution of this the Prior Loan Agreement, for at least six (6) months from the date of the request. The principal amount of the Initial Loan Loans and any Additional Loans (the "“Aggregate Principal Amount"”) together with all accrued interest thereon and expenses incurred by the Lender or any Additional Lender in connection therewith (the "“Loans"”) shall be due and payable in full on the Maturity Date. The "“Maturity Date" ” will be the earliest to occur of: (i) the first business day after the effective date of the Merger, (ii) the acceleration of the Loans by the Lender or any Additional Lender upon the occurrence of an Event of Default (as defined in Article IV below), (iii) termination of the Merger Agreement, unless such termination is pursuant to Section 8.1(b), 8.1(c), 8.1(d)(iii) or 8.1(d)(iv) thereof, or (iv) September 30, 2003.

Additional Loans. (a) Subject to the terms and conditions set forth herein, in so long as no Default or Event of Default shall have occurred and be continuing and the event the Merger has Aggregate Revolving Committed Amount shall not have been consummated on or before January 15, 2003reduced below $150,000,000 pursuant to Section 2.9(a), the Lender agrees, no later than five (5) business days after receipt of a written request therefor from Borrower shall have the Borrower, to make, or to arrange for one or more of its affiliates to make, additional loans right from time to time and as requested during the period from and after January 15, 2003, up the Closing Date until the date one Business Day prior to the Maturity Date Date, to incur additional Indebtedness under this Credit Agreement in the form of (as defined hereini) one or more increases to the Aggregate Revolving Committed Amount (such additional loansthe "Additional Revolving Loans") and/or (ii) a term loan facility (the "Additional Term Loan"; together with the Additional Revolving Loans, the "Additional Loans") ), in an aggregate amount of up to $100,000,000. The following terms and conditions shall apply: (A) the aggregate amount of all Additional Loans shall not at any one time exceed $100,000,000, (B) the terms and conditions of any Additional Term Loans shall be reasonably satisfactory to the Administrative Agent and the Additional Loan Lenders (as such term is defined below), (C) the loans made under any Additional Loan facilities shall constitute Credit Party Obligations, (D) any Additional Revolving Loans shall have the same terms (including interest rate) as the existing Revolving Loans, (E) any Additional Term Loan shall have a maturity date no sooner than the Maturity Date of the Revolving Loans, (F) any Additional Loans shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (G) any Additional Loans shall be obtained from existing Lenders or amounts not from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below (such Persons being referred to exceed herein as the "Additional Loan Lenders"), (H) each Additional Loan shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in the aggregate; provided, however, that if the Merger Agreement is terminated other than pursuant to Section 8.1(b), 8.1(c), 8.1(d)(iii), or 8.1(d)(iv) excess thereof, then no (I) the proceeds of any Additional Loans will be used to finance capital expenditures and working capital and other general corporate purposes, including Permitted Investments, (J) the Borrower shall execute such promissory notes as are necessary and requested by the Additional Loan need be made on or after the date of such termination, and provided further, that if the Merger Agreement is terminated pursuant Lenders to Section 8.1(b), 8.1(c), 8.1(d)(iii) or 8.1(d)(iv) thereof, no Additional Loan need be made on or after such date of termination if: (X) immediately after such Additional Loan were made the aggregate outstanding amount of reflect the Additional Loans would exceed $750,000 or Loans, (YK) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (L) the case of a termination by Administrative Agent shall have received from the Borrower pursuant to Section 8.1(c)(ii(1) of the Merger Agreementupdated financial projections and an officer's certificate, prior in each case in form and substance reasonably satisfactory to the date of Administrative Agent, demonstrating that, after giving effect to any such Additional Loan, one or more third parties have entered into the Borrower will be in compliance with the Borrower an Other Agreementfinancial covenants set forth in Section 5.9 and (2) such other documentation as the Administrative Agent may reasonably request, including, without limitation, corporate authorization documentation and legal opinions. For the purposes of this Section 1.1(b), an "Other Agreement" Participation in any Additional Loans shall be defined as: offered first to each of the existing Lenders on a pro rata basis, but none of such Lenders shall have any obligation to provide all or any portion of any such Additional Loans. If the amount of any Additional Loans requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Loans, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Additional Loans not taken by existing Lenders; provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request. In the case of Additional Revolving Loans, the existing Lenders shall make such assignments (A) a definitive agreement by and among Borrower and one or more third parties related which assignments shall not be subject to an Acquisition Proposal described the requirements set forth in Section 6.1(e)(i) - (iv10.6(c)) of the Merger Agreement, (B) commencement of a tender offer or exchange offer in which any person, entity or group acquires beneficial ownership (as such terms are defined in Rule 13d-3 under outstanding Revolving Loans and Participation Interests to the Securities Exchange Act of 1934, as amended), or the right to acquire beneficial ownership of, 50% or more of the outstanding shares of Borrower's common stock, or (C) any transaction with a third party that is substantially similar in substance and purpose to (A) or (B) above. Any affiliate that makes an Additional Loan Lenders providing any Additional Revolving Loans so that, after giving effect to the Borrower pursuant such assignments, each Lender holding a Revolving Commitment (including such Additional Loan Lenders) will hold Revolving Loans and Participation Interests equal to the foregoing or the Initial Loan, or any portion thereof, pursuant to Section 1.1(a) hereof shall be referred to herein as an "Additional Lender"its Commitment Percentage of all outstanding Revolving Loans and LOC Obligations. Notwithstanding anything herein any provision of this Credit Agreement to the contrary, the Lender Administrative Agent is authorized (with the consent of the Borrower and the Additional Loan Lenders), to enter into, on behalf of all Lenders, any amendment, modification or supplement to this Credit Agreement or any Additional Lender other Credit Document as may make, but shall not be required necessary to make, any requested Additional Loan if after such Additional Loan incorporate the total terms of the Borrower's cash, cash equivalents and short-term investments would then exceed its working capital needs, as set forth in the Borrower's 2003 Budget, which has been delivered by the Borrower to the Lender prior to the execution of this Loan Agreement, for at least six (6) months from the date of the request. The principal amount of the Initial Loan and any Additional Loans (the "Aggregate Principal Amount") together with all accrued interest thereon and expenses incurred by the Lender or any Additional Lender in connection therewith (the "Loans") shall be due and payable in full on the Maturity Date. The "Maturity Date" will be the earliest to occur of: (i) the first business day after the effective date of the Merger, (ii) the acceleration of the Loans by the Lender or any Additional Lender upon the occurrence of an Event of Default (as defined in Article IV below), (iii) termination of the Merger Agreement, unless such termination is pursuant to Section 8.1(b), 8.1(c), 8.1(d)(iii) or 8.1(d)(iv) thereof, or (iv) September 30, 2003.

Additional Loans. (a) Subject to the terms and conditions set forth herein, in so long as no Default or Event of Default shall have occurred and be continuing and the event the Merger has Aggregate Revolving Committed Amount shall not have been consummated on or before January 15, 2003reduced below $150,000,000 pursuant to Section 2.9(a), the Lender agrees, no later than five (5) business days after receipt of a written request therefor from Borrower shall have the Borrower, to make, or to arrange for one or more of its affiliates to make, additional loans right from time to time and as requested during the period from and after January 15, 2003, up the Closing Date until the date one Business Day prior to the Maturity Date Date, to incur additional Indebtedness under this Credit Agreement in the form of (i) one or more increases to the Aggregate Revolving Committed Amount (the “Additional Revolving Loans”) and/or (ii) a term loan facility (the “Additional Term Loan”; together with the Additional Revolving Loans, the “Additional Loans”), in an aggregate amount of up to $100,000,000. The following terms and conditions shall apply: (A) the aggregate amount of all Additional Loans shall not at any one time exceed $100,000,000, (B) the terms and conditions of any Additional Term Loans shall be reasonably satisfactory to the Administrative Agent and the Additional Loan Lenders (as such term is defined hereinbelow), (C) the loans made under any Additional Loan facilities shall constitute Credit Party Obligations, (D) any Additional Revolving Loans shall have the same terms (including interest rate) as the existing Revolving Loans, (E) any Additional Term Loan shall have a maturity date no sooner than the Maturity Date of the Revolving Loans, (F) any Additional Loans shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (G) any Additional Loans shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below (such additional loansPersons being referred to herein as the “Additional Loan Lenders”), the "(H) each Additional Loans") Loan shall be in an a minimum principal amount or amounts not to exceed of $10,000,000 and integral multiples of $1,000,000 in the aggregate; provided, however, that if the Merger Agreement is terminated other than pursuant to Section 8.1(b), 8.1(c), 8.1(d)(iii), or 8.1(d)(iv) excess thereof, then no (I) the proceeds of any Additional Loans will be used to finance capital expenditures and working capital and other general corporate purposes, including Permitted Investments, (J) the Borrower shall execute such promissory notes as are necessary and requested by the Additional Loan need be made on or after the date of such termination, and provided further, that if the Merger Agreement is terminated pursuant Lenders to Section 8.1(b), 8.1(c), 8.1(d)(iii) or 8.1(d)(iv) thereof, no Additional Loan need be made on or after such date of termination if: (X) immediately after such Additional Loan were made the aggregate outstanding amount of reflect the Additional Loans would exceed $750,000 or Loans, (YK) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (L) the case of a termination by Administrative Agent shall have received from the Borrower pursuant to Section 8.1(c)(ii(1) of the Merger Agreementupdated financial projections and an officer's certificate, prior in each case in form and substance reasonably satisfactory to the date of Administrative Agent, demonstrating that, after giving effect to any such Additional Loan, one or more third parties have entered into the Borrower will be in compliance with the Borrower an Other Agreementfinancial covenants set forth in Section 5.9 and (2) such other documentation as the Administrative Agent may reasonably request, including, without limitation, corporate authorization documentation and legal opinions. For the purposes of this Section 1.1(b), an "Other Agreement" Participation in any Additional Loans shall be defined as: offered first to each of the existing Lenders on a pro rata basis, but none of such Lenders shall have any obligation to provide all or any portion of any such Additional Loans. If the amount of any Additional Loans requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Loans, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Additional Loans not taken by existing Lenders; provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request. In the case of Additional Revolving Loans, the existing Lenders shall make such assignments (A) a definitive agreement by and among Borrower and one or more third parties related which assignments shall not be subject to an Acquisition Proposal described the requirements set forth in Section 6.1(e)(i) - (iv10.6(c)) of the Merger Agreement, (B) commencement of a tender offer or exchange offer in which any person, entity or group acquires beneficial ownership (as such terms are defined in Rule 13d-3 under outstanding Revolving Loans and Participation Interests to the Securities Exchange Act of 1934, as amended), or the right to acquire beneficial ownership of, 50% or more of the outstanding shares of Borrower's common stock, or (C) any transaction with a third party that is substantially similar in substance and purpose to (A) or (B) above. Any affiliate that makes an Additional Loan Lenders providing any Additional Revolving Loans so that, after giving effect to the Borrower pursuant such assignments, each Lender holding a Revolving Commitment (including such Additional Loan Lenders) will hold Revolving Loans and Participation Interests equal to the foregoing or the Initial Loan, or any portion thereof, pursuant to Section 1.1(a) hereof shall be referred to herein as an "Additional Lender"its Commitment Percentage of all outstanding Revolving Loans and LOC Obligations. Notwithstanding anything herein any provision of this Credit Agreement to the contrary, the Lender Administrative Agent is authorized (with the consent of the Borrower and the Additional Loan Lenders), to enter into, on behalf of all Lenders, any amendment, modification or supplement to this Credit Agreement or any Additional Lender other Credit Document as may make, but shall not be required necessary to make, any requested Additional Loan if after such Additional Loan incorporate the total terms of the Borrower's cash, cash equivalents and short-term investments would then exceed its working capital needs, as set forth in the Borrower's 2003 Budget, which has been delivered by the Borrower to the Lender prior to the execution of this Loan Agreement, for at least six (6) months from the date of the request. The principal amount of the Initial Loan and any Additional Loans (the "Aggregate Principal Amount") together with all accrued interest thereon and expenses incurred by the Lender or any Additional Lender in connection therewith (the "Loans") shall be due and payable in full on the Maturity Date. The "Maturity Date" will be the earliest to occur of: (i) the first business day after the effective date of the Merger, (ii) the acceleration of the Loans by the Lender or any Additional Lender upon the occurrence of an Event of Default (as defined in Article IV below), (iii) termination of the Merger Agreement, unless such termination is pursuant to Section 8.1(b), 8.1(c), 8.1(d)(iii) or 8.1(d)(iv) thereof, or (iv) September 30, 2003.