IN ACCORDANCE WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AS IN EFFECT FROM TIME TO TIME IN THE
UNITED STATES, APPLIED ON A BASIS CONSISTENT (EXCEPT FOR CHANGES CONCURRED IN BY
THE BORROWER'S INDEPENDENT PUBLIC ACCOUNTANTS) WITH THE MOST RECENT AUDITED
CONSOLIDATED FINANCIAL STATEMENTS OF THE BORROWER AND ITS CONSOLIDATED
SUBSIDIARIES, DELIVERED TO THE LENDERS.
SECTION 1.03.
TYPES OF BORROWINGS.
THE TERM "BORROWING" DENOTES THE
AGGREGATION OF LOANS OF ONE OR MORE LENDERS TO BE MADE TO THE BORROWER PURSUANT
TO ARTICLE 2 ON A SINGLE DATE, ALL OF WHICH LOANS ARE OF THE SAME CLASS AND TYPE
(SUBJECT TO ARTICLE 8).
FOR PURPOSES OF THIS AGREEMENT, LOANS MAY BE CLASSIFIED
AND REFERRED TO BY CLASS (E.G., A "TRANCHE A LOAN" OR A "TRANCHE B LOAN") OR BY
TYPE (E.G., "EURO-DOLLAR LOAN" OR "BASE RATE LOAN").
BORROWINGS ALSO MAY BE
CLASSIFIED AND REFERRED TO BY CLASS (E.G., "TRANCHE A BORROWING" OR A "TRANCHE B
BORROWING") OR BY TYPE (E.G., A "EURO-DOLLAR BORROWING" OR A "BASE RATE
BORROWING").
ARTICLE 2
THE CREDITS
SECTION 2.01.
COMMITMENTS TO LEND.
(I) EACH TRANCHE A LENDER
SEVERALLY AGREES TO MAKE ON THE BORROWING DATE A TRANCHE A LOAN TO THE BORROWER
IN A PRINCIPAL AMOUNT NOT EXCEEDING THE AMOUNT OF ITS TRANCHE A COMMITMENT, AND
(II) EACH TRANCHE B LENDER SEVERALLY AGREES TO MAKE ON THE BORROWING DATE A
TRANCHE B LOAN TO THE BORROWER IN A PRINCIPAL AMOUNT NOT EXCEEDING THE AMOUNT OF
ITS TRANCHE B COMMITMENT.
THE LOANS ARE AVAILABLE IN A SINGLE DRAW ON THE
BORROWING DATE.
ANY PORTION OF THE COMMITMENTS NOT UTILIZED ON THE BORROWING
DATE SHALL TERMINATE.
NONE OF THE COMMITMENTS IS REVOLVING IN NATURE, AND
PRINCIPAL AMOUNTS OF THE LOANS OF EITHER CLASS REPAID OR PREPAID MAY NOT BE
REBORROWED.
SECTION 2.02.
NOTICE OF BORROWING.
THE BORROWER SHALL GIVE THE
ADMINISTRATIVE AGENT NOTICE, SUBSTANTIALLY IN THE FORM OF EXHIBIT A (A "NOTICE
OF BORROWING"), NOT LATER THAN 10:30 A.M. (NEW YORK CITY TIME) ON (X) THE
BORROWING DATE IN THE EVENT OF A BASE RATE BORROWING, AND (Y) THE THIRD
EURO-DOLLAR BUSINESS DAY BEFORE THE BORROWING DATE, IF ANY EURO-DOLLAR LOANS ARE
TO BE MADE ON THE BORROWING DATE, SPECIFYING
(I)
THE DATE OF SUCH BORROWING, WHICH SHALL BE A DOMESTIC BUSINESS DAY IN
THE CASE OF A BASE RATE BORROWING OR A EURO-DOLLAR BUSINESS DAY IN THE CASE OF A
EURO-DOLLAR BORROWING,
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(II)
THE AGGREGATE AMOUNT OF THE BORROWING OF EACH CLASS TO BE MADE ON THE
BORROWING DATE; PROVIDED THAT THE BORROWER MAY NOT REQUEST A BORROWING OF LESS
THAN THE TOTAL COMMITMENTS HEREUNDER WITHOUT THE BORROWER, THE ADMINISTRATIVE
AGENT AND THE SOLE BOOK-RUNNER HAVING AGREED IN WRITING AS TO HOW TO ALLOCATE
THE BORROWING AMONG CLASSES,
(III)
WHETHER THE LOANS INCLUDED IN THE TRANCHE A BORROWING BEAR INTEREST
INITIALLY AT THE BASE RATE OR AT A EURO-DOLLAR RATE,
(IV)
IN THE CASE OF A EURO-DOLLAR BORROWING, THE DURATION OF THE INITIAL
INTEREST PERIOD APPLICABLE THERETO, SUBJECT TO THE PROVISIONS OF THE DEFINITION
OF INTEREST PERIOD,