Subsidiary all of the
outstanding voting securities of which shall at the time be owned or controlled,
directly or indirectly, by such
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Person or one or more Wholly-Owned Subsidiaries of such Person, or by such
Person and one or more Wholly-Owned Subsidiaries of such Person, or (b) any
partnership, limited liability company, association, joint venture or similar
business organization 100% of the ownership interests having ordinary voting
power of which shall at the time be so owned or controlled.
The foregoing definitions shall be equally applicable to both the singular and
plural forms of the defined terms.
ARTICLE II
THE REVOLVING CREDITS
2.1
REVOLVING CREDIT ADVANCES.
SUBJECT TO THE TERMS OF THE EXISTING
CREDIT AGREEMENT, THE LENDERS PARTY THERETO ESTABLISHED IN FAVOR OF THE
BORROWER, AND THE LENDERS HEREBY CONTINUE, A REVOLVING CREDIT FACILITY PURSUANT
TO WHICH, UPON THE FOLLOWING TERMS AND SUBJECT TO THE FOLLOWING CONDITIONS:
(A)
FROM AND INCLUDING THE DATE HEREOF TO BUT
EXCLUDING THE REVOLVING CREDIT TERMINATION DATE, EACH LENDER SEVERALLY (AND NOT
JOINTLY) AGREES, ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, TO
MAKE REVOLVING CREDIT LOANS TO THE BORROWER FROM TIME TO TIME IN AMOUNTS NOT TO
EXCEED IN THE AGGREGATE AT ANY ONE TIME OUTSTANDING THE AMOUNT OF ITS PRO-RATA
SHARE OF THE AGGREGATE REVOLVING CREDIT COMMITMENT EXISTING AT SUCH TIME.
SUBJECT TO THE TERMS OF THIS AGREEMENT, THE BORROWER MAY BORROW, REPAY AND
REBORROW REVOLVING CREDIT ADVANCES AT ANY TIME PRIOR TO THE REVOLVING CREDIT
TERMINATION DATE.
THE REVOLVING CREDIT COMMITMENTS SHALL EXPIRE ON THE
REVOLVING CREDIT TERMINATION DATE.
ALL REVOLVING CREDIT LOANS SHALL BE IN
DOLLARS.
(B)
THE BORROWER HEREBY AGREES THAT, IF AT ANY
TIME AS A RESULT OF REDUCTIONS IN THE AGGREGATE REVOLVING CREDIT COMMITMENT
PURSUANT TO SECTION 2.4(B) OR OTHERWISE, THE AGGREGATE BALANCE OF THE REVOLVING
CREDIT LOANS EXCEEDS THE AGGREGATE REVOLVING CREDIT COMMITMENT, THE BORROWER
SHALL REPAY IMMEDIATELY SUCH THEN AMOUNT OF REVOLVING CREDIT LOANS AS MAY BE
NECESSARY TO ELIMINATE SUCH EXCESS.
(C)
ANY OUTSTANDING REVOLVING CREDIT ADVANCES
AND ALL OTHER UNPAID OBLIGATIONS
WITH RESPECT TO THE REVOLVING CREDIT LOANS
SHALL BE PAID IN FULL BY THE BORROWER ON THE REVOLVING CREDIT TERMINATION DATE.
(D)
UPON THE EFFECTIVENESS OF THIS AGREEMENT
PURSUANT TO SECTION 5.1, EACH REVOLVING CREDIT ADVANCE WHICH IS THEN OUTSTANDING
UNDER THE EXISTING CREDIT AGREEMENT SHALL BE DEEMED A REVOLVING CREDIT ADVANCE
OUTSTANDING UNDER THIS AGREEMENT.
2.2
RATABLE LOANS.
EACH REVOLVING CREDIT ADVANCE HEREUNDER SHALL
CONSIST OF REVOLVING CREDIT LOANS MADE FROM THE SEVERAL LENDERS RATABLY IN
PROPORTION TO THE RATIO THAT
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their respective Revolving Credit Commitments bear to the Aggregate Revolving
Credit Commitment.
2.3
TYPES OF REVOLVING CREDIT ADVANCES.
THE REVOLVING CREDIT ADVANCES
MAY BE ALTERNATE BASE RATE ADVANCES OR EURODOLLAR ADVANCES, OR A COMBINATION
THEREOF, SELECTED BY THE BORROWER IN ACCORDANCE WITH SECTIONS 2.7 AND 2.8.
2.4
COMMITMENT FEE; REDUCTIONS IN AGGREGATE REVOLVING CREDIT COMMITMENT.
(A)
THE BORROWER AGREES TO PAY TO THE AGENT FOR
THE ACCOUNT OF EACH LENDER A COMMITMENT FEE ON ITS