RELATION TO SUCH
APPROVED HOLDING COMPANY AND ITS SUBSIDIARIES ON A CONSOLIDATED BASIS,
GUARANTEEING THE OBLIGATIONS) AS THE PARTIES MAY DEEM NECESSARY OR APPROPRIATE
IN CONNECTION THEREWITH; PROVIDED THAT, (I) UNTIL SO AMENDED OR SUPPLEMENTED,
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL REMAIN ENFORCEABLE IN ALL
RESPECTS IN ACCORDANCE WITH THEIR TERMS, AND (II) IF THE PARTIES FAIL TO REACH
AGREEMENT AS TO SUCH MATTERS, OR IF THERE EXISTS AT SUCH TIME A DEFAULT, THE
COMPANY SHALL NOT CREATE ANY SUCH HOLDING COMPANY.
ARTICLE II.
THE COMMITMENTS AND CREDIT EXTENSIONS
2.01
COMMITTED LOANS.
SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH HEREIN, EACH LENDER SEVERALLY AGREES TO MAKE LOANS (EACH
SUCH LOAN, A "COMMITTED LOAN") TO THE BORROWERS IN
27
DOLLARS OR IN ONE OR MORE ALTERNATIVE CURRENCIES FROM TIME TO TIME, ON ANY
BUSINESS DAY DURING THE AVAILABILITY PERIOD, IN AN AGGREGATE AMOUNT NOT TO
EXCEED AT ANY TIME OUTSTANDING THE AMOUNT OF SUCH LENDER'S COMMITMENT; PROVIDED,
HOWEVER, THAT AFTER GIVING EFFECT TO ANY COMMITTED BORROWING, (I) THE TOTAL
OUTSTANDINGS SHALL NOT EXCEED THE AGGREGATE COMMITMENTS, (II) THE AGGREGATE
OUTSTANDING AMOUNT OF THE COMMITTED LOANS OF ANY LENDER, PLUS SUCH LENDER'S
APPLICABLE PERCENTAGE OF THE OUTSTANDING AMOUNT OF ALL SWING LINE LOANS SHALL
NOT EXCEED SUCH LENDER'S COMMITMENT, (III) THE AGGREGATE OUTSTANDING AMOUNT OF
ALL COMMITTED LOANS MADE TO THE DESIGNATED BORROWERS SHALL NOT EXCEED THE
DESIGNATED BORROWER SUBLIMIT, AND (IV) THE AGGREGATE OUTSTANDING AMOUNT OF ALL
COMMITTED LOANS DENOMINATED IN ALTERNATIVE CURRENCIES SHALL NOT EXCEED THE
ALTERNATIVE CURRENCY SUBLIMIT; AND PROVIDED FURTHER THAT THE AVAILABILITY OF THE
AGGREGATE COMMITMENTS AT ANY TIME FOR THE MAKING OF LOANS SHALL FOR ALL PURPOSES
BE REDUCED BY THE AMOUNT OF THE ALTERNATIVE CURRENCY RESERVE.
WITHIN THE LIMITS
OF EACH LENDER'S COMMITMENT, AND SUBJECT TO THE OTHER TERMS AND CONDITIONS
HEREOF, THE BORROWERS MAY BORROW UNDER THIS SECTION 2.01, PREPAY UNDER
SECTION 2.06, AND REBORROW UNDER THIS SECTION 2.01.
COMMITTED LOANS MAY BE BASE
RATE LOANS OR EUROCURRENCY RATE COMMITTED LOANS, AS FURTHER PROVIDED HEREIN.
2.02
BORROWINGS, CONVERSIONS AND CONTINUATIONS OF
COMMITTED LOANS.
(A)
EACH COMMITTED BORROWING, EACH CONVERSION
OF COMMITTED LOANS FROM ONE TYPE TO THE OTHER, AND EACH CONTINUATION OF
EUROCURRENCY RATE COMMITTED LOANS SHALL BE MADE UPON THE COMPANY'S IRREVOCABLE
NOTICE TO THE ADMINISTRATIVE AGENT, WHICH MAY BE GIVEN BY TELEPHONE.
EACH SUCH
NOTICE MUST BE RECEIVED BY THE ADMINISTRATIVE AGENT NOT LATER THAN 11:00 A.M.
(I) THREE BUSINESS DAYS PRIOR TO THE REQUESTED DATE OF ANY BORROWING OF,
CONVERSION TO OR CONTINUATION OF EUROCURRENCY RATE COMMITTED LOANS DENOMINATED
IN DOLLARS OR OF ANY CONVERSION OF EUROCURRENCY RATE LOANS DENOMINATED IN
DOLLARS TO BASE RATE COMMITTED LOANS, (II) FOUR BUSINESS DAYS (OR FIVE BUSINESS
DAYS IN THE CASE OF A SPECIAL NOTICE CURRENCY) PRIOR TO THE REQUESTED DATE OF
ANY BORROWING OR CONTINUATION OF EUROCURRENCY RATE COMMITTED LOANS DENOMINATED
IN ALTERNATIVE CURRENCIES, AND (III) ON THE REQUESTED DATE OF ANY BORROWING OF
BASE RATE COMMITTED LOANS; PROVIDED, HOWEVER, THAT IF THE COMPANY WISHES TO
REQUEST EUROCURRENCY RATE