REVENUES, ACCOUNTS,
LEASEHOLD INTERESTS AND CONTRACT RIGHTS, (V) THE WORD "WILL" SHALL BE CONSTRUED
TO HAVE THE SAME MEANING AND EFFECT AS THE WORD "SHALL", AND (VI) UNLESS THE
CONTEXT OTHERWISE REQUIRES, ANY REFERENCE HEREIN (A) TO ANY PERSON SHALL BE
CONSTRUED TO INCLUDE SUCH PERSON'S SUCCESSORS AND ASSIGNS AND (B) TO HOLDINGS,
THE BORROWER OR ANY OTHER CREDIT PARTY SHALL BE CONSTRUED TO INCLUDE HOLDINGS,
THE BORROWER OR SUCH CREDIT PARTY AS DEBTOR AND DEBTOR-IN-POSSESSION AND ANY
RECEIVER OR TRUSTEE FOR HOLDINGS, THE BORROWER OR ANY OTHER CREDIT PARTY, AS THE
CASE MAY BE, IN ANY INSOLVENCY OR LIQUIDATION PROCEEDING.
(C)
ANY DEFINITION OF OR REFERENCE TO ANY AGREEMENT, INSTRUMENT OR
OTHER DOCUMENT HEREIN SHALL BE CONSTRUED AS REFERRING TO SUCH AGREEMENT,
INSTRUMENT OR OTHER DOCUMENT AS FROM TIME TO TIME AMENDED, SUPPLEMENTED OR
OTHERWISE MODIFIED (SUBJECT TO ANY RESTRICTIONS ON SUCH AMENDMENTS, SUPPLEMENTS
OR MODIFICATIONS SET FORTH HEREIN).
(D)
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.
SECTION 2.
Amount and Terms of Credit.
2.01.
The Commitments.
(a)
(i)
Subject to and upon the terms and
conditions set forth herein, each Lender with a B-1 Term Loan Commitment
severally agrees to make, at par and any time and from time to time on or after
the Initial Borrowing Date and on or prior to the Merger Closing Date, a term
loan or term loans (each, together with any term loan resulting from the B-1
Conversion, a "B-1 Term Loan" and, collectively, the "B-1 Term Loans") to the
Borrower, which B-1 Term Loans (x) shall be denominated in Dollars, (y) except
as hereinafter provided, shall, at the option of the Borrower, be incurred and
maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans,
provided that (A) except as otherwise specifically provided in Section 2.10(b),
all B-1 Term Loans comprising the same Borrowing shall at all times be of the
same Type and (B) all B-1 Term Loans made on the Initial Borrowing Date shall be
incurred as Base Rate Loans, and (z) shall not be incurred on any date occurring
prior to the Merger Closing Date if, after giving effect to the making of the
respective B-1 Term Loans and the related reductions to the Total B-1 Term Loan
Commitment pursuant to Section 4.03(b)(x), the B-1 Blocked Amount would exceed
the then remaining Total B-1 Term Loan
44
Commitment.
On the Initial Borrowing Date, the Borrower shall be required to
borrow $100,000,000 of B-1 Term Loans, but may borrow such larger principal
amount as is permitted hereunder.
Once repaid, B-1 Term Loans incurred
hereunder may not be reborrowed.
(ii)
Subject to and upon the terms and conditions set forth herein,
each Lender with a B-2 Term Loan Commitment severally agrees to make, at par and
any time and