Administrative Agent's or Lenders'
involvement in their preparation.
The terms "Lender", "Administrative Agent",
"First Lien Credit Agent" and "First Lien Credit Lenders" include their
respective successors.
1.3
Accounting Principles.
(A)
UNLESS THE CONTEXT OTHERWISE CLEARLY REQUIRES, ALL ACCOUNTING
TERMS NOT EXPRESSLY DEFINED HEREIN SHALL BE CONSTRUED, AND ALL FINANCIAL
COMPUTATIONS REQUIRED UNDER THIS AGREEMENT SHALL BE MADE, IN ACCORDANCE WITH
GAAP, CONSISTENTLY APPLIED.
REFERENCES TO "CONSOLIDATED", WHEN IT PRECEDES ANY
ACCOUNTING TERM, MEANS SUCH TERM AS IT WOULD APPLY TO THE COMPANY AND ITS
SUBSIDIARIES ON A CONSOLIDATED BASIS, DETERMINED IN ACCORDANCE WITH GAAP.
(B)
REFERENCES HEREIN TO "FISCAL YEAR" AND "FISCAL QUARTER" REFER TO
SUCH FISCAL PERIODS OF THE COMPANY.
ARTICLE II
THE CREDIT
2.1
Amounts and Terms of the Loans.
(A)
EACH LENDER, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS
AGREEMENT, MADE TERM LOANS (TOGETHER WITH ANY CONVERSIONS OR CONTINUATIONS
THEREOF, THE "LOANS") TO THE COMPANY ON THE EFFECTIVE DATE IN AN AGGREGATE
PRINCIPAL AMOUNT OF
26
$350,000,000.
Principal amounts paid on account of the Loans may not be
reborrowed.
(B)
THE COMMITMENT OF EACH LENDER WAS PERMANENTLY REDUCED ON THE DATE
OF FUNDING OF THE LOANS PURSUANT TO SECTION 2.1(A) OF THE EXISTING CREDIT
AGREEMENT BY THE PRINCIPAL AMOUNT OF THE LOANS FUNDED.
SUCH COMMITMENT
REDUCTIONS WERE MADE FOR THE ACCOUNT OF THE LENDERS PRO RATA IN ACCORDANCE WITH
THEIR RESPECTIVE PRO RATA SHARES.
(C)
EACH LENDER MADE THE AMOUNT OF ITS PRO RATA SHARE OF THE LOANS
AVAILABLE TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE COMPANY AT THE
AGENT'S PAYMENT OFFICE BY 4:00 P.M. (NEW YORK, NEW YORK TIME) ON THE EFFECTIVE
DATE IN FUNDS IMMEDIATELY AVAILABLE TO THE ADMINISTRATIVE AGENT.
THE PROCEEDS
OF ALL SUCH LOANS WERE MADE AVAILABLE TO THE COMPANY BY THE ADMINISTRATIVE AGENT
BY WIRE OR INTRABANK TRANSFER OF FUNDS FOR PAYMENT OF A PORTION OF THE PURCHASE
PRICE FOR THE TEXCAL ACQUISITION.
(D)
THE COMPANY AGREES THAT UPON THE REQUEST TO THE ADMINISTRATIVE
AGENT BY ANY LENDER, THE COMPANY WILL PROMPTLY EXECUTE AND DELIVER TO ANY LENDER
A PROMISSORY NOTE OF THE COMPANY EVIDENCING ANY LOANS OF SUCH LENDER,
SUBSTANTIALLY IN THE FORM OF EXHIBIT F (A "NOTE"), WITH APPROPRIATE INSERTIONS
AS TO DATE AND PRINCIPAL AMOUNT; PROVIDED, HOWEVER, THAT DELIVERY OF NOTES SHALL
NOT BE A CONDITION PRECEDENT TO THE OCCURRENCE OF THE RESTATEMENT EFFECTIVE
DATE.
THE AMOUNT OF PRINCIPAL OWING ON ANY LENDER'S NOTE, IF ANY, AT ANY GIVEN
TIME SHALL BE THE AGGREGATE AMOUNT OF ALL LOANS THERETOFORE MADE BY SUCH LENDER
MINUS ALL PAYMENTS OF PRINCIPAL THERETOFORE RECEIVED BY SUCH LENDER ON SUCH
NOTE.
INTEREST ON EACH NOTE SHALL ACCRUE AND BE DUE AND PAYABLE AS PROVIDED
HEREIN AND THEREIN.
2.2
Maturity Date.
The Loans of each Lender shall
mature on the Maturity Date.
2.3
Conversion and Continuation Elections.
(A)
PRIOR TO THE TERMINATION DATE, THE COMPANY MAY, UPON IRREVOCABLE
WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH SECTION 2.3(B) (I)
ELECT, AS OF ANY BUSINESS DAY IN THE CASE