to be an Unrestricted Subsidiary for purposes of the
Indenture and any Indebtedness of such Subsidiary shall be deemed to be Incurred
as of such date.
The Board of Directors of the Borrower may designate any
Unrestricted Subsidiary to be a Restricted
27
Subsidiary; provided that immediately after giving effect to such designation,
no Default shall have occurred and be continuing or would occur as a consequence
thereof and the Borrower could incur at least $1.00 of additional Indebtedness
under Section 6.1(a) on a pro forma basis taking into account such designation.
"Voting Stock":
of any Person as of any date, the Capital Stock of such Person
that is as of such time entitled to vote in the election of the Board of
Directors of such Person.
"Wholly Owned Subsidiary":
any Restricted Subsidiary of which all of the
outstanding shares of Capital Stock (other than directors' qualifying shares) on
a fully-diluted basis, are owned by such Person or one or more of its Wholly
Owned Subsidiaries or by such Person and one or more of its Wholly Owned
Subsidiaries.
1.2
Other Definitional Provisions.
(a)
Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in any Notes, any other Loan Document or any certificate or other
document made or delivered pursuant hereto.
(B)
AS USED HEREIN AND IN ANY NOTES AND ANY OTHER LOAN DOCUMENT, AND
ANY CERTIFICATE OR OTHER DOCUMENT MADE OR DELIVERED PURSUANT HERETO OR THERETO,
ACCOUNTING TERMS RELATING TO THE BORROWER AND ITS SUBSIDIARIES NOT DEFINED IN
SECTION 1.1 AND ACCOUNTING TERMS PARTLY DEFINED IN SECTION 1.1, TO THE EXTENT
NOT DEFINED, SHALL HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM UNDER GAAP.
(C)
THE WORDS "HEREOF," "HEREIN" AND "HEREUNDER" AND WORDS OF SIMILAR
IMPORT WHEN USED IN THIS AGREEMENT SHALL REFER TO THIS AGREEMENT AS A WHOLE AND
NOT TO ANY PARTICULAR PROVISION OF THIS AGREEMENT, AND SECTION, SCHEDULE AND
EXHIBIT REFERENCES ARE TO THIS AGREEMENT UNLESS OTHERWISE SPECIFIED.
(D)
THE MEANINGS GIVEN TO TERMS DEFINED HEREIN SHALL BE EQUALLY
APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF SUCH TERMS.
SECTION 2
AMOUNT AND TERMS OF LOANS
2.1
Loans.
(a)
Subject to the terms and conditions hereof, each
Lender severally agrees to make a loan (individually, an "Initial Loan" and
collectively, the "Initial Loans") to the Borrower on the Closing Date, in an
aggregate principal amount equal to such Lender's Commitment.
Any Commitments
not drawn on the Closing Date shall terminate.
(B)
SUBJECT TO THE TERMS AND CONDITIONS HEREOF, EACH LENDER SEVERALLY
AGREES, IF THE INITIAL LOANS HAVE NOT BEEN REPAID OR EXCHANGED FOR EXCHANGE
NOTES ON THE INITIAL MATURITY DATE, TO CONVERT THE THEN OUTSTANDING PRINCIPAL
AMOUNT OF ITS INITIAL LOANS INTO A LOAN (INDIVIDUALLY, A "TERM LOAN" AND
COLLECTIVELY, THE "TERM LOANS"; THE INITIAL LOANS AND THE TERM LOANS,
COLLECTIVELY, THE "LOANS") TO THE BORROWER, ON THE INITIAL MATURITY DATE, IN AN
AGGREGATE PRINCIPAL AMOUNT EQUAL TO THEN OUTSTANDING PRINCIPAL AMOUNT OF THE
INITIAL LOANS HELD