loans made under this Credit Agreement on the Effective Date
(each, a "Term Loan" and, collectively, the "Term Loans"), (iii) the Term Loans
shall initially be maintained as a single Borrowing of Base Rate Loans (subject
to the option to convert the Term Loans pursuant to Section 4.3) and (iv) a
portion of the Term Loans shall be assigned by BofA and DBTCA to certain of the
Lenders on the Effective Date pursuant to Section 2.12.
Once repaid, Term Loans
may not be reborrowed.
The Borrower hereby agrees to execute and deliver to
each Lender that requests same a Term Note in the form of Exhibit A-1 to
evidence the Term Loans made by such Lender or otherwise owing to such Lender
pursuant to the Bank Assignment Agreement or as provided in Section 11.6 of this
Credit Agreement.
(B)
[INTENTIONALLY OMITTED].
(C)
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS CREDIT
AGREEMENT, ON AND AFTER THE INITIAL BORROWING DATE AND TO AND EXCLUDING THE
MATURITY DATE, EACH REVOLVING CREDIT LENDER SEVERALLY AGREES TO MAKE REVOLVING
LOANS AND ADVANCES TO THE BORROWER HEREUNDER (THE "REVOLVING LOANS").
SUBJECT
TO THE PROVISIONS OF THIS CREDIT AGREEMENT, THE BORROWER MAY BORROW, REPAY
(WITHOUT PENALTY, EXCEPT FOR BREAKAGE COSTS UNDER SECTION 4.5(B)) AND RE-BORROW
REVOLVING LOANS, ALL IN ACCORDANCE WITH THE TERMS AND CONDITIONS HEREOF.
ON AND
IMMEDIATELY AFTER THE OCCURRENCE OF THE EFFECTIVE DATE, THE REVOLVING CREDIT
COMMITMENT FOR EACH LENDER SHALL BE THE AMOUNT SET FORTH OPPOSITE SUCH LENDER'S
NAME IN SCHEDULE I HERETO DIRECTLY BELOW THE COLUMN ENTITLED "REVOLVING CREDIT
COMMITMENT" (AS SAME MAY BE (X) INCREASED FROM TIME TO TIME AS A RESULT OF THE
RESPECTIVE LENDER FURNISHING INCREMENTAL REVOLVING CREDIT COMMITMENT(S) AFTER
THE EFFECTIVE DATE AND/OR (Y) REDUCED FROM TIME TO TIME PURSUANT TO THE TERMS OF
THIS CREDIT AGREEMENT).
IF ANY INCREMENTAL REVOLVING CREDIT COMMITMENTS ARE
PROVIDED AFTER THE EFFECTIVE DATE, THE ADMINISTRATIVE AGENT IS AUTHORIZED TO
MAKE SUCH CHANGES TO SCHEDULE I AS ARE APPROPRIATE TO REFLECT THE REVISED
REVOLVING CREDIT COMMITMENTS OF THE
47
VARIOUS LENDERS.
THE BORROWER HEREBY AGREES TO EXECUTE AND DELIVER TO EACH
LENDER THAT REQUESTS SAME A REVOLVING NOTE IN THE FORM OF EXHIBIT A-2 TO
EVIDENCE THE REVOLVING LOANS MADE BY EACH SUCH LENDER OR OTHERWISE OWING TO SUCH
LENDER PURSUANT TO THE BANK ASSIGNMENT AGREEMENT OR SECTIONS 2.12 OR 11.6 OF
THIS CREDIT AGREEMENT.
THE BORROWER ACKNOWLEDGES AND AGREES THAT (I) THE
PORTION OF THE PAYMENT MADE ON THE EFFECTIVE DATE PURSUANT TO SECTION 3(A) OF
THE BANK ASSIGNMENT AGREEMENT BY BOFA AND DBTCA TO OR FOR THE ACCOUNT OF CERTAIN
OF THE OTHER BANKS AND OTHER FINANCIAL INSTITUTIONS PARTY TO THE EXISTING CREDIT
AGREEMENT WITH RESPECT TO THE PURCHASE OF THE OUTSTANDING REVOLVING LOANS MADE
TO THE BORROWER UNDER THE EXISTING CREDIT AGREEMENT HELD BY SUCH BANKS AND OTHER
FINANCIAL INSTITUTIONS SHALL BE DEEMED TO CONSTITUTE A REVOLVING LOAN REQUESTED
BY AND MADE TO THE BORROWER ON THE EFFECTIVE DATE IN THE AMOUNT OF
$101,828,278.82, (II) THE