EACH VARIABLE INTEREST ENTITY THAT BORROWER IS REQUIRED TO CONSOLIDATE
PURSUANT TO FASB INTERPRETATION NO. 46 - CONSOLIDATION OF VARIABLE INTEREST
ENTITIES:
AN INTERPRETATION OF ARB NO. 51 (JANUARY 2003) AS IF SUCH VARIABLE
INTEREST ENTITY WERE A SUBSIDIARY AS DEFINED HEREIN.
SECTION 1.04
ROUNDING.
ANY FINANCIAL RATIOS REQUIRED TO BE MAINTAINED BY
BORROWER PURSUANT TO THIS AGREEMENT SHALL BE CALCULATED BY DIVIDING THE
APPROPRIATE COMPONENT BY THE OTHER COMPONENT, CARRYING THE RESULT TO ONE PLACE
MORE THAN THE NUMBER OF PLACES BY WHICH SUCH RATIO IS EXPRESSED HEREIN AND
ROUNDING THE RESULT UP OR DOWN TO THE NEAREST NUMBER (WITH A ROUNDING-UP IF
THERE IS NO NEAREST NUMBER).
SECTION 1.05
TIMES OF DAY.
UNLESS OTHERWISE SPECIFIED, ALL REFERENCES
HEREIN TO TIMES OF DAY SHALL BE REFERENCES TO EASTERN TIME (DAYLIGHT OR
STANDARD, AS APPLICABLE).
SECTION 1.06
LETTER OF CREDIT AMOUNTS.
UNLESS OTHERWISE SPECIFIED HEREIN,
THE AMOUNT OF A LETTER OF CREDIT AT ANY TIME SHALL BE DEEMED TO BE THE STATED
AMOUNT OF SUCH LETTER OF CREDIT IN EFFECT AT SUCH TIME; PROVIDED, HOWEVER, THAT
WITH RESPECT TO ANY LETTER OF CREDIT THAT, BY ITS TERMS OR THE TERMS OF ANY
ISSUER DOCUMENT RELATED THERETO, PROVIDES FOR ONE OR MORE AUTOMATIC INCREASES IN
THE STATED AMOUNT THEREOF, THE AMOUNT OF SUCH LETTER OF CREDIT SHALL BE DEEMED
TO BE THE MAXIMUM STATED AMOUNT OF SUCH LETTER OF CREDIT AFTER GIVING EFFECT TO
ALL SUCH INCREASES, WHETHER OR NOT SUCH MAXIMUM STATED AMOUNT IS IN EFFECT AT
SUCH TIME.
ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS
SECTION 2.01
THE LOANS.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN, EACH LENDER SEVERALLY AGREES TO MAKE LOANS (EACH SUCH LOAN, A "LOAN") TO
BORROWER FROM
30
TIME TO TIME, ON ANY BUSINESS DAY DURING THE AVAILABILITY PERIOD, IN AN
AGGREGATE AMOUNT NOT TO EXCEED AT ANY TIME OUTSTANDING THE AMOUNT OF SUCH
LENDER'S COMMITMENT; PROVIDED, HOWEVER, THAT AFTER GIVING EFFECT TO ANY
BORROWING, (I) THE TOTAL OUTSTANDINGS SHALL NOT EXCEED THE LESSER OF (1) THE
FACILITY MINUS THE L/C RESERVE AND (2) THE BORROWING BASE AND (II) THE AGGREGATE
OUTSTANDING AMOUNT OF THE LOANS OF ANY LENDER, PLUS SUCH LENDER'S APPLICABLE
PERCENTAGE OF THE OUTSTANDING AMOUNT OF ALL L/C OBLIGATIONS SHALL NOT EXCEED
SUCH LENDER'S COMMITMENT.
WITHIN THE LIMITS OF EACH LENDER'S COMMITMENT, AND
SUBJECT TO THE OTHER TERMS AND CONDITIONS HEREOF, BORROWER MAY BORROW UNDER THIS
SECTION 2.01, PREPAY UNDER SECTION 2.04, AND REBORROW UNDER THIS SECTION 2.01.
LOANS MAY BE BASE RATE LOANS OR EURODOLLAR RATE LOANS, AS FURTHER PROVIDED
HEREIN.
SECTION 2.02
BORROWINGS, CONVERSIONS AND CONTINUATIONS OF LOANS.
(A)
EACH BORROWING, EACH CONVERSION OF LOANS FROM ONE TYPE TO THE OTHER, AND EACH
CONTINUATION OF EURODOLLAR RATE LOANS SHALL BE MADE UPON BORROWER'S IRREVOCABLE
NOTICE TO THE ADMINISTRATIVE AGENT, WHICH MAY BE GIVEN BY TELEPHONE.
EACH SUCH
NOTICE MUST BE RECEIVED BY THE ADMINISTRATIVE AGENT NOT LATER THAN (I) 12:00
NOON THREE BUSINESS DAYS PRIOR TO THE REQUESTED DATE OF ANY BORROWING OF,
CONVERSION TO OR CONTINUATION