This excerpt taken from the EYE 8-K filed Apr 3, 2007.
2.17 Incremental Term Loans.
(a) Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Term Loan Lenders), the Borrower may from time to time, request an increase in the Term Loans (any such term loans made pursuant to this Section 2.17 referred to herein as Incremental Term Loans); provided that (i) the aggregate amount of Incremental Term Loans
made pursuant to this Section 2.17 and additional Revolving Credit Commitments made pursuant to Section 2.16 may not exceed $200,000,000 (and in no event may the additional Revolving Credit Commitments made pursuant to Section 2.16 exceed $100,000,000), and (ii) any such request for an increase shall be in a minimum amount of $5,000,000. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Term Loan Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Term Loan Lenders).
(b) Lender Elections to Increase. Each Term Loan Lender shall notify the Administrative Agent within such time period whether or not it agrees to provide Incremental Term Loans and if so, whether by an amount equal to, greater than, or less than its ratable portion (based on such Term Loan Lenders Pro Rata Share in respect of the Term Loans) of such requested increase. Any Term Loan Lender not responding within such time period shall be deemed to have declined to provide any Incremental Term Loans. For the avoidance of doubt, any Term Loan Lender approached to provide all or a portion of the Incremental Term Loans may elect or decline, it its sole discretion, to provide such Incremental Term Loans.
(c) Notification by Administrative Agent; Additional Term Loan Lenders. The Administrative Agent shall notify the Borrower of the Term Loan Lenders responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Term Loan Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Borrower, the Administrative Agent and the Arrangers; provided that any such Eligible Assignees must be reasonably acceptable to the Administrative Agent. Such joinder agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.17.
(d) Effective Date and Allocations. If Incremental Term Loans are to be made in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the Incremental Term Loan Effective Date) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Term Loan Lenders of the final allocation of such increase and the Incremental Term Loan Effective Date.
(e) Conditions to Effectiveness of Increase. The conditions precedent to the making of any Incremental Term Loans on the Incremental Term Loan Effective Date shall be:
(i) no Default shall have occurred and be continuing or would result from the making of the Incremental Term Loans;
(ii) after giving pro forma effect to the Incremental Term Loans and to any change in Consolidated EBITDA and any increase in Indebtedness resulting from the consummation of any Acquisition or Disposition prior to or concurrently with such borrowings after the beginning of the relevant determination period but prior to or simultaneous with the making of the Incremental Term Loans, the Borrower will be in compliance with the Debt Ratio Conditions as of the Incremental Term Loan Effective Date;
(iii) each of the conditions set forth in Section 5.02 shall be satisfied; and
(iv) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.
(f) Terms of Incremental Term Loans. The terms and provisions of the Incremental Term Loans shall be as follows:
(i) terms and provisions of the Incremental Term Loans shall be, except as otherwise set forth herein or in the joinder agreement referenced in Section 2.17(c), identical to the Term Loans as of the Closing Date, as such terms may have been amended pursuant to this Agreement (it being understood that Incremental Term Loans may be part of an existing tranche of Term Loans);
(ii) if the Incremental Term Loans are not part of an existing tranche of Term Loans, the maturity date of Incremental Term Loans (the Incremental Term Loan Maturity Date) shall not be earlier than the Term Loan Maturity Date;
(iii) unless otherwise set forth in the joinder agreement referenced in Section 2.17(c), each series of Incremental Term Loans will amortize in equal quarterly installments in annual amounts equal to 1.0% of the original principal amount of such series (unless additional amounts are issued under such series, in which case in equal quarterly installments in annual amounts equal to 1.0% of the sum of (A) the original principal amount of such series and (B) any additional amounts for such series as of the relevant Incremental Term Loan Effective Date), with the balance payable on the relevant Incremental Term Loan Maturity Date; provided, however that in no event shall a joinder agreement provide that amortization payments for Incremental Term Loans shall be more than ratable with the amortization payments for the Term Loans borrowed on the Closing Date; and
(iv) if the Incremental Term Loans are not part of an existing tranche of Term Loans, the Incremental Term Loans shall be no more than pari passu with the Term Loans borrowed on the Closing Date with respect to payments under Section 2.06 and other payment rights under this Agreement.
(g) Unless otherwise specifically provided herein, all references in Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans made pursuant to this Section 2.17.
(h) Conflicting Provisions. This Section shall supersede any provisions in Section 2.14 or Section 11.01 to the contrary.