WITH THE MOST RECENT AUDITED CONSOLIDATED FINANCIAL STATEMENT OF THE
BORROWERS DELIVERED PURSUANT TO SECTION 5.1(A); PROVIDED, THAT IF THE
ADMINISTRATIVE BORROWER NOTIFIES THE ADMINISTRATIVE AGENT THAT THE BORROWERS
WISH TO AMEND ANY COVENANT IN ARTICLE VI TO ELIMINATE THE EFFECT OF ANY CHANGE
IN GAAP ON THE OPERATION OF SUCH COVENANT (OR IF THE ADMINISTRATIVE AGENT
NOTIFIES THE ADMINISTRATIVE BORROWER THAT THE REQUIRED LENDERS WISH TO AMEND
ARTICLE VI FOR SUCH PURPOSE), THEN THE BORROWERS' COMPLIANCE WITH SUCH COVENANT
SHALL BE DETERMINED ON THE BASIS OF GAAP IN EFFECT IMMEDIATELY BEFORE THE
RELEVANT CHANGE IN GAAP BECAME EFFECTIVE, UNTIL EITHER SUCH NOTICE IS WITHDRAWN
OR SUCH COVENANT IS AMENDED IN A MANNER SATISFACTORY TO THE BORROWERS AND THE
REQUIRED LENDERS.
SECTION 1.4.
TERMS GENERALLY.
THE DEFINITIONS OF TERMS HEREIN SHALL
APPLY EQUALLY TO THE SINGULAR AND PLURAL FORMS OF THE TERMS DEFINED.
WHENEVER
THE CONTEXT MAY REQUIRE, ANY PRONOUN SHALL INCLUDE THE CORRESPONDING MASCULINE,
FEMININE AND NEUTER FORMS.
THE WORDS "INCLUDE", "INCLUDES" AND "INCLUDING"
SHALL BE DEEMED TO BE FOLLOWED BY THE PHRASE "WITHOUT LIMITATION".
THE WORD
"WILL" SHALL BE CONSTRUED TO HAVE THE SAME MEANING AND EFFECT AS THE WORD
"SHALL".
IN THE COMPUTATION OF PERIODS OF TIME FROM A SPECIFIED DATE TO A LATER
SPECIFIED DATE, THE WORD "FROM" MEANS "FROM AND INCLUDING" AND THE WORD "TO"
MEANS "TO BUT EXCLUDING".
UNLESS THE CONTEXT REQUIRES OTHERWISE (I) ANY
DEFINITION OF OR REFERENCE TO ANY AGREEMENT, INSTRUMENT OR OTHER DOCUMENT HEREIN
SHALL BE CONSTRUED AS REFERRING TO SUCH AGREEMENT, INSTRUMENT OR OTHER DOCUMENT
AS IT WAS ORIGINALLY EXECUTED OR AS IT MAY FROM TIME TO TIME BE AMENDED,
RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED (SUBJECT TO ANY RESTRICTIONS ON
SUCH AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS SET FORTH HEREIN), (II) ANY
REFERENCE HEREIN TO ANY PERSON SHALL BE CONSTRUED TO INCLUDE SUCH PERSON'S
SUCCESSORS AND PERMITTED ASSIGNS, (III) THE WORDS "HEREOF", "HEREIN" AND
"HEREUNDER" AND WORDS OF SIMILAR IMPORT SHALL BE CONSTRUED TO REFER TO THIS
AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION HEREOF, (IV) ALL
REFERENCES TO ARTICLES, SECTIONS, EXHIBITS AND SCHEDULES SHALL BE CONSTRUED TO
REFER TO ARTICLES, SECTIONS, EXHIBITS AND SCHEDULES TO THIS AGREEMENT AND (V)
ALL REFERENCES TO A SPECIFIC TIME SHALL BE CONSTRUED TO REFER TO THE TIME IN THE
CITY AND STATE OF THE ADMINISTRATIVE AGENT'S PRINCIPAL OFFICE, UNLESS OTHERWISE
INDICATED.
ARTICLE II
AMOUNT AND TERMS OF THE COMMITMENTS
SECTION 2.1.
GENERAL DESCRIPTION OF FACILITIES.
SUBJECT TO AND UPON
THE TERMS AND CONDITIONS HEREIN SET FORTH, (I) THE LENDERS HEREBY ESTABLISH IN
FAVOR OF THE BORROWERS A REVOLVING CREDIT FACILITY PURSUANT TO WHICH EACH LENDER
SEVERALLY AGREES (TO THE EXTENT OF SUCH LENDER'S REVOLVING COMMITMENT) TO MAKE
REVOLVING LOANS TO THE BORROWERS IN ACCORDANCE WITH SECTION 2.2, (II) THE
ISSUING BANK AGREES TO ISSUE LETTERS OF CREDIT IN ACCORDANCE WITH SECTION 2.21,
(III) THE SWINGLINE LENDER AGREES TO MAKE SWINGLINE LOANS IN ACCORDANCE WITH
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SECTION 2.4, AND (IV) EACH LENDER AGREES TO PURCHASE A PARTICIPATION INTEREST IN
THE LETTERS OF