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 2
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 BORROWER 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 BORROWER IN ACCORDANCE WITH SECTION 2.2,
22
(II) THE ISSUING BANK AGREES TO ISSUE LETTERS OF CREDIT IN ACCORDANCE WITH
SECTION 2.22, (III) THE SWINGLINE LENDER AGREES TO MAKE SWINGLINE LOANS IN
ACCORDANCE WITH SECTION 2.4, AND (IV) EACH LENDER AGREES TO PURCHASE A
PARTICIPATION INTEREST IN THE LETTERS OF CREDIT AND THE SWINGLINE LOANS PURSUANT
TO THE TERMS AND CONDITIONS HEREOF; PROVIDED, THAT IN NO EVENT SHALL THE
AGGREGATE PRINCIPAL AMOUNT OF ALL OUTSTANDING REVOLVING LOANS, SWINGLINE LOANS
AND OUTSTANDING LC EXPOSURE EXCEED AT ANY TIME THE AGGREGATE REVOLVING
COMMITMENT AMOUNT FROM TIME TO TIME IN EFFECT.
SECTION 2.2.
REVOLVING LOANS.
SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH HEREIN, EACH LENDER SEVERALLY AGREES TO MAKE REVOLVING LOANS, RATABLY IN
PROPORTION TO ITS PRO RATA SHARE, TO THE BORROWER, FROM TIME TO TIME DURING THE
AVAILABILITY PERIOD, IN AN AGGREGATE PRINCIPAL AMOUNT OUTSTANDING AT ANY TIME
(DETERMINED IN THE CASE OF ANY REVOLVING LOAN DENOMINATED IN AN AVAILABLE
FOREIGN CURRENCY BY REFERENCE TO THE DOLLAR EQUIVALENT THEREOF ON SUCH BUSINESS
DAY) THAT WILL NOT RESULT IN (A) SUCH LENDER'S REVOLVING CREDIT EXPOSURE
EXCEEDING SUCH LENDER'S REVOLVING COMMITMENT OR (B) THE SUM OF THE AGGREGATE
REVOLVING CREDIT EXPOSURES OF ALL LENDERS EXCEEDING THE AGGREGATE REVOLVING
COMMITMENT AMOUNT.
DURING THE AVAILABILITY PERIOD, THE BORROWER SHALL BE
ENTITLED TO BORROW, PREPAY AND REBORROW REVOLVING LOANS IN ACCORDANCE WITH THE
TERMS AND CONDITIONS OF THIS AGREEMENT; PROVIDED, THAT THE BORROWER MAY NOT
BORROW OR REBORROW SHOULD THERE EXIST A DEFAULT OR EVENT OF DEFAULT.
FUNDING OF
ANY REVOLVING LOANS SHALL BE IN ANY COMBINATION OF DOLLARS OR AN AVAILABLE
FOREIGN CURRENCY AS SPECIFIED BY THE BORROWER AS SET FORTH IN SECTION 2.3;
PROVIDED THAT THE DOLLAR EQUIVALENT AMOUNT OF OUTSTANDING REVOLVING LOANS FUNDED
IN AN AVAILABLE FOREIGN CURRENCY DETERMINED FROM TIME TO TIME BY