AGENT STATEMENTS EXCLUDING THE UNRESTRICTED
SUBSIDIARIES, AND, UPON REQUEST OF ADMINISTRATIVE AGENT, REFLECTING THE
CONSOLIDATING ENTRIES PERTAINING TO THE UNRESTRICTED SUBSIDIARIES EXISTING ON
THE CLOSING DATE, IN EACH CASE IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT.
ARTICLE II
AMOUNT AND TERMS OF CREDIT
2.1
REVOLVING CREDIT BORROWING.
(A)
COMMITMENTS.
EACH LENDER, SEVERALLY AND FOR ITSELF ALONE, HEREBY
AGREES, ON THE TERMS AND SUBJECT TO THE CONDITIONS HEREINAFTER SET FORTH AND IN
RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN AND IN THE
OTHER LOAN DOCUMENTS, TO MAKE LOANS TO THE BORROWERS ON A REVOLVING BASIS FROM
TIME TO TIME DURING THE COMMITMENT PERIOD, IN AN AMOUNT NOT TO EXCEED ITS
AVAILABLE COMMITMENT AFTER GIVING EFFECT TO THE USE OF PROCEEDS THEREOF AND OF
ANY OTHER LOAN MADE PRIOR THERETO OR SIMULTANEOUSLY THEREWITH ON THE APPLICABLE
BORROWING DATE; PROVIDED, THAT ALL LOANS COMPRISING THE SAME BORROWING HEREUNDER
SHALL BE MADE BY THE LENDERS SIMULTANEOUSLY AND PROPORTIONATELY TO THEIR
RESPECTIVE COMMITMENTS; PROVIDED, FURTHER, THAT AFTER GIVING EFFECT TO ANY
BORROWING OF LOANS, THE OUTSTANDING PRINCIPAL BALANCE OF ALL LOANS AND THE
STATED AMOUNT OF ALL OUTSTANDING L/C OBLIGATIONS MAY NOT, SUBJECT TO SECTION
2.1(E), EXCEED THE BORROWING BASE.
PRIOR TO THE COMMITMENT TERMINATION DATE,
LOANS MAY BE REPAID AND REBORROWED BY THE BORROWERS IN ACCORDANCE WITH THE
PROVISIONS HEREOF
40
(B)
LOANS.
THE LOANS MAY FROM TIME TO TIME BE (I) EURODOLLAR LOANS,
(II) BASE RATE LOANS, OR (III) A COMBINATION THEREOF, AS DETERMINED BY THE FUNDS
ADMINISTRATOR AND NOTIFIED TO ADMINISTRATIVE AGENT IN ACCORDANCE WITH SECTION
2.1(D); PROVIDED, HOWEVER, THAT AT NO TIME SHALL THERE BE OUTSTANDING MORE THAN
TEN (10) BORROWINGS OF EURODOLLAR LOANS WHICH ARE PART OF THE LOANS; PROVIDED,
FURTHER, HOWEVER, THAT NO LOAN SHALL BE MADE AS A EURODOLLAR LOAN AFTER THE DAY
THAT IS ONE MONTH PRIOR TO THE COMMITMENT TERMINATION DATE.
ALL LOANS SHALL BE
MADE IN DOLLARS.
(C)
NOTES.
THE LOANS MADE BY EACH LENDER SHALL, IF REQUESTED BY SUCH
LENDER, BE EVIDENCED BY A PROMISSORY NOTE SUBSTANTIALLY IN THE FORM OF EXHIBIT
2.1(C), WITH APPROPRIATE INSERTIONS AS TO PAYEE, DATE AND PRINCIPAL AMOUNT (A
"NOTE"), PAYABLE TO THE ORDER OF SUCH LENDER.
EACH LENDER IS HEREBY AUTHORIZED
TO RECORD THE DATE, TYPE AND AMOUNT OF EACH LOAN MADE BY SUCH LENDER, EACH
CONTINUATION THEREOF, EACH CONVERSION OF ALL OR A PORTION THEREOF TO ANOTHER
TYPE, THE DATE AND AMOUNT OF EACH PAYMENT OR PREPAYMENT OF PRINCIPAL THEREOF
AND, IN THE CASE OF EURODOLLAR LOANS, THE LENGTH OF EACH INTEREST PERIOD WITH
RESPECT THERETO, ON THE SCHEDULE ANNEXED TO AND CONSTITUTING A PART OF ITS NOTE
(OR OTHERWISE ON THE RECORDS OF SUCH LENDER), AND ANY SUCH RECORDATION SHALL (IN
THE ABSENCE OF MANIFEST ERROR) CONSTITUTE PRIMA FACIE EVIDENCE OF THE ACCURACY
OF THE INFORMATION SO RECORDED; PROVIDED, HOWEVER, THAT THE FAILURE OF A LENDER
TO MAKE ANY SUCH RECORDATION (OR ANY ERROR IN SUCH RECORDATION) ON ITS RECORDS
OR ON ITS NOTE SHALL NOT AFFECT THE OBLIGATIONS OF THE