TO REFER TO ANY AND ALL TANGIBLE AND INTANGIBLE ASSETS AND
PROPERTIES, INCLUDING CASH, CAPITAL STOCK, SECURITIES, REVENUES, ACCOUNTS,
LEASEHOLD INTERESTS AND CONTRACT RIGHTS.
(C)
THE WORDS "HEREOF", "HEREIN" AND
"HEREUNDER" AND WORDS OF SIMILAR IMPORT WHEN USED IN THIS AGREEMENT SHALL REFER
TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION OF THIS
AGREEMENT, AND SECTION, SCHEDULE AND EXHIBIT REFERENCES ARE TO THIS AGREEMENT
UNLESS OTHERWISE SPECIFIED.
(D)
THE MEANINGS GIVEN TO TERMS DEFINED HEREIN
SHALL BE EQUALLY APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF SUCH TERMS.
1.3
RELATED LENDER.
EACH CANADIAN LENDER IS, OR
IS AN AFFILIATE OF, A U.S. LENDER (ALTHOUGH NOT ALL U.S. LENDERS ARE AFFILIATES
OF CANADIAN LENDERS AT THE DATE OF THIS AGREEMENT.)
THE TERM "RELATED" WHEN
USED WITH RESPECT TO A U.S. LENDER OR A CANADIAN LENDER MEANS THE CANADIAN
LENDER OR U.S. LENDER, AS THE CASE MAY BE, OF WHICH SUCH FORMER LENDER IS AN
AFFILIATE (OR WHICH IS THE SAME PERSON AS SUCH FORMER LENDER).
SECTION 2
AMOUNT AND TERMS OF COMMITMENTS
2.1
TERM COMMITMENTS; PROCEDURE FOR TERM LOAN
BORROWING.
(A)
SUBJECT TO THE TERMS AND CONDITIONS HEREOF,
EACH TERM LENDER SEVERALLY AGREES TO MAKE A TERM LOAN (A "TERM LOAN") TO
ACQUISITION CORP. ON THE CLOSING DATE IN AN AMOUNT NOT TO EXCEED THE AMOUNT OF
THE TERM COMMITMENT OF SUCH TERM LENDER.
THE TERM LOANS MAY FROM TIME TO TIME
BE EURODOLLAR LOANS OR ABR LOANS, AS DETERMINED BY THE PARENT BORROWER AND
NOTIFIED TO THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH SECTIONS 2.1(B) AND
2.10.
(B)
THE PARENT BORROWER SHALL GIVE THE
ADMINISTRATIVE AGENT IRREVOCABLE TELEPHONIC NOTICE CONFIRMED PROMPTLY IN WRITING
IN FORM AND SUBSTANCE AS PROVIDED IN EXHIBIT N (WHICH TELEPHONIC NOTICE MUST BE
RECEIVED BY THE ADMINISTRATIVE AGENT PRIOR TO 12:00 P.M., NEW YORK CITY TIME,
ONE BUSINESS DAY PRIOR TO THE ANTICIPATED CLOSING DATE) REQUESTING THAT THE TERM
LENDERS MAKE THE TERM LOANS ON THE CLOSING DATE AND SPECIFYING THE AMOUNT TO BE
BORROWED.
THE TERM LOANS MADE ON THE CLOSING DATE SHALL INITIALLY BE ABR LOANS,
AND, UNLESS OTHERWISE AGREED BY THE ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION,
NO TERM LOAN MAY BE MADE AS, CONVERTED INTO OR CONTINUED AS A EURODOLLAR LOAN
HAVING AN INTEREST PERIOD IN EXCESS OF ONE MONTH PRIOR TO THE DATE THAT IS 10
DAYS AFTER THE CLOSING DATE.
UPON RECEIPT OF SUCH NOTICE THE ADMINISTRATIVE
AGENT SHALL PROMPTLY NOTIFY EACH TERM LENDER THEREOF.
NOT LATER THAN 12:00
NOON, NEW YORK CITY TIME, ON THE CLOSING DATE EACH TERM LENDER SHALL MAKE
AVAILABLE TO THE ADMINISTRATIVE AGENT AT THE FUNDING OFFICE AN AMOUNT IN
IMMEDIATELY AVAILABLE FUNDS EQUAL TO THE TERM LOAN OR TERM LOANS TO BE MADE BY
SUCH LENDER.
THE ADMINISTRATIVE AGENT SHALL TRANSFER TO THE ACCOUNT OF THE U.S.
BORROWERS SPECIFIED BY THE PARENT BORROWER THE AGGREGATE OF THE AMOUNTS MADE
AVAILABLE TO THE ADMINISTRATIVE AGENT BY THE TERM LENDERS IN IMMEDIATELY
AVAILABLE FUNDS.
2.2
REPAYMENT OF TERM LOANS.
THE PRINCIPAL
AMOUNT