DETERMINING COMPLIANCE WITH THE
COVENANTS CONTAINED IN SECTIONS 6.12, 6.13 AND 6.14, OR FOR PURPOSES OF
DETERMINING THE LEVERAGE RATIO, SENIOR LEVERAGE RATIO, CONSOLIDATED EBITDA AND
CONSOLIDATED CASH INTEREST EXPENSE, CALCULATIONS WITH RESPECT TO SUCH PERIOD
SHALL BE MADE ON A PRO FORMA BASIS.
23
ARTICLE II
The Credits
SECTION 2.01.
COMMITMENTS.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN, EACH LENDER AGREES TO MAKE REVOLVING LOANS TO THE BORROWER FROM TIME TO
TIME DURING THE REVOLVING AVAILABILITY PERIOD IN AN AGGREGATE PRINCIPAL AMOUNT
UP TO, BUT THAT WILL NOT RESULT IN SUCH LENDER'S REVOLVING EXPOSURE EXCEEDING,
SUCH LENDER'S REVOLVING COMMITMENT.
WITHIN THE FOREGOING LIMITS AND SUBJECT TO
THE TERMS AND CONDITIONS SET FORTH HEREIN, THE BORROWER MAY BORROW, PREPAY AND
REBORROW REVOLVING LOANS.
SECTION 2.02.
LOANS AND BORROWINGS.
(A)
EACH LOAN SHALL BE MADE AS PART OF A
BORROWING CONSISTING OF LOANS OF THE SAME CLASS AND TYPE MADE BY THE LENDERS
RATABLY IN ACCORDANCE WITH THEIR RESPECTIVE COMMITMENTS OF THE APPLICABLE
CLASS.
THE FAILURE OF ANY LENDER TO MAKE ANY LOAN REQUIRED TO BE MADE BY IT
SHALL NOT RELIEVE ANY OTHER LENDER OF ITS OBLIGATIONS HEREUNDER, PROVIDED THAT
THE COMMITMENTS OF THE LENDERS ARE SEVERAL AND NO LENDER SHALL BE RESPONSIBLE
FOR ANY OTHER LENDER'S FAILURE TO MAKE LOANS AS REQUIRED.
(B)
SUBJECT TO SECTION 2.11, EACH REVOLVING BORROWING SHALL BE COMPRISED
ENTIRELY OF ABR LOANS OR EURODOLLAR LOANS AS THE BORROWER MAY REQUEST IN
ACCORDANCE HEREWITH.
EACH LENDER AT ITS OPTION MAY MAKE ANY EURODOLLAR LOAN BY
CAUSING ANY DOMESTIC OR FOREIGN BRANCH OR AFFILIATE OF SUCH LENDER TO MAKE SUCH
LOAN, PROVIDED THAT ANY EXERCISE OF SUCH OPTION SHALL NOT AFFECT THE OBLIGATION
OF THE BORROWER TO REPAY SUCH LOAN IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT.
(C)
AT THE COMMENCEMENT OF EACH INTEREST PERIOD FOR ANY EURODOLLAR BORROWING,
SUCH BORROWING SHALL BE IN AN AGGREGATE AMOUNT THAT IS AN INTEGRAL MULTIPLE OF
$1,000,000 AND NOT LESS THAN $1,000,000.
AT THE TIME THAT EACH ABR REVOLVING
BORROWING IS MADE, SUCH BORROWING SHALL BE IN AN AGGREGATE AMOUNT THAT IS AN
INTEGRAL MULTIPLE OF $1,000,000 AND NOT LESS THAN $1,000,000.
BORROWINGS OF
MORE THAN ONE TYPE AND CLASS MAY BE OUTSTANDING AT THE SAME TIME, PROVIDED THAT
THERE SHALL NOT AT ANY TIME BE MORE THAN A TOTAL OF TWELVE EURODOLLAR BORROWINGS
OUTSTANDING.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, AN ABR REVOLVING
BORROWING MAY BE IN AN AGGREGATE AMOUNT THAT IS EQUAL TO THE ENTIRE UNUSED
BALANCE OF THE AGGREGATE REVOLVING COMMITMENTS WITH RESPECT TO THE APPLICABLE
CLASS OF REVOLVING LOANS.
(D)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE BORROWER SHALL
NOT BE ENTITLED TO REQUEST, OR TO ELECT TO CONVERT OR CONTINUE, ANY BORROWING IF
THE INTEREST PERIOD REQUESTED WITH RESPECT THERETO WOULD END AFTER THE REVOLVING
MATURITY DATE.
SECTION 2.03.
REQUESTS FOR BORROWINGS.
TO REQUEST A REVOLVING BORROWING, THE
BORROWER SHALL NOTIFY THE ADMINISTRATIVE AGENT OF SUCH REQUEST BY TELEPHONE
(A) IN THE CASE OF A EURODOLLAR BORROWING, NOT LATER