AGENT, THE LENDERS AND THE BORROWER SHALL NEGOTIATE IN GOOD FAITH
TO AMEND SUCH RATIO OR REQUIREMENT TO PRESERVE THE ORIGINAL INTENT THEREOF IN
LIGHT OF SUCH CHANGE IN GAAP (SUBJECT TO THE APPROVAL OF THE REQUISITE LENDERS);
PROVIDED THAT, UNTIL SO AMENDED, (I) SUCH RATIO OR REQUIREMENT SHALL CONTINUE TO
BE COMPUTED IN ACCORDANCE WITH GAAP PRIOR TO SUCH CHANGE THEREIN AND (II) THE
BORROWER SHALL PROVIDE TO THE ADMINISTRATIVE AGENT AND THE LENDERS FINANCIAL
STATEMENTS AND OTHER DOCUMENTS REQUIRED UNDER THIS AGREEMENT OR AS REASONABLY
REQUESTED HEREUNDER SETTING FORTH A RECONCILIATION BETWEEN CALCULATIONS OF SUCH
RATIO OR REQUIREMENT MADE BEFORE AND AFTER GIVING EFFECT TO SUCH CHANGE IN GAAP.
1.04
ROUNDING.
Any financial ratios required to be maintained by the Borrower pursuant to this
Agreement shall be calculated by dividing the appropriate component by the other
component, carrying the result to one place more than the number of places by
which such ratio is expressed herein and rounding the result up or down to the
nearest number (with a rounding-up if there is no nearest number).
1.05
TIMES OF DAY.
Unless otherwise specified, all references herein to times of day shall be
references to Eastern time (daylight or standard, as applicable).
20
ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS
2.01
LOANS.
Subject to the terms and conditions set forth herein, each Lender severally
agrees to make a loan (each such loan, a "Loan") to the Borrower on the Closing
Date in an amount not to exceed the amount of such Lender's Commitment. The
Commitments are not revolving in nature, and amounts repaid in respect of the
Loans may not be reborrowed.
The Loans may be Base Rate Loans or Eurodollar
Rate Loans, as further provided herein.
2.02
BORROWINGS, CONVERSIONS AND CONTINUATIONS OF LOANS.
(A)
EACH BORROWING, EACH CONVERSION OF LOANS FROM ONE TYPE TO THE
OTHER, AND EACH CONTINUATION OF EURODOLLAR RATE LOANS SHALL BE MADE UPON THE
BORROWER'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 12:00 NOON (I) THREE BUSINESS DAYS PRIOR TO THE REQUESTED DATE OF ANY
BORROWING OF, CONVERSION TO OR CONTINUATION OF EURODOLLAR RATE LOANS OR OF ANY
CONVERSION OF EURODOLLAR RATE LOANS TO BASE RATE LOANS, AND (II) ON THE
REQUESTED DATE OF ANY BORROWING OF BASE RATE LOANS.
EACH TELEPHONIC NOTICE BY
THE BORROWER PURSUANT TO THIS SECTION 2.02(A) MUST BE CONFIRMED PROMPTLY BY
DELIVERY TO THE ADMINISTRATIVE AGENT OF A WRITTEN BRIDGE LOAN NOTICE,
APPROPRIATELY COMPLETED AND SIGNED BY A RESPONSIBLE OFFICER OF THE BORROWER.
EACH BORROWING OF, CONVERSION TO OR CONTINUATION OF EURODOLLAR RATE LOANS SHALL
BE IN A PRINCIPAL AMOUNT OF $1,000,000 OR A WHOLE MULTIPLE OF $100,000 IN EXCESS
THEREOF.
EACH BORROWING OF OR CONVERSION TO BASE RATE LOANS SHALL BE IN A
PRINCIPAL AMOUNT OF $1,000,000 OR A WHOLE MULTIPLE OF $100,000 IN EXCESS
THEREOF.
Each Bridge Loan Notice (whether telephonic or written) shall specify (i)
whether the