TO ANY
SUCH FINANCIAL COVENANT OR OTHER PROVISION FOR SUCH PURPOSE), REGARDLESS OF
WHETHER ANY SUCH NOTICE IS GIVEN BEFORE OR AFTER SUCH CHANGE IN GAAP OR IN THE
APPLICATION THEREOF, THEN THE PARTIES HERETO SHALL ENTER INTO NEGOTIATIONS IN AN
EFFORT TO AGREE UPON SUCH AN AMENDMENT AND, UNTIL SUCH NOTICE SHALL HAVE BEEN
WITHDRAWN OR SUCH AMENDMENT SHALL HAVE BECOME EFFECTIVE IN ACCORDANCE HEREWITH,
SUCH FINANCIAL COVENANT OR OTHER PROVISION SHALL BE CALCULATED OR INTERPRETED ON
THE BASIS OF GAAP AS IN EFFECT AND APPLIED IMMEDIATELY BEFORE SUCH CHANGE SHALL
HAVE BECOME EFFECTIVE.
SECTION 1.04.MISCELLANEOUS.
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
ARTICLE, SECTION, SCHEDULE AND EXHIBIT REFERENCES ARE TO ARTICLES AND SECTIONS
OF AND SCHEDULES AND EXHIBITS TO THIS AGREEMENT, UNLESS OTHERWISE SPECIFIED.
ARTICLE II
AMOUNTS AND TERMS OF THE ADVANCES
SECTION 2.01.THE ADVANCES.
EACH BANK, SEVERALLY AND FOR ITSELF ALONE, ON THE
TERMS AND CONDITIONS HEREINAFTER SET FORTH, HEREBY AGREES TO MAKE ADVANCES TO
THE BORROWER FROM TIME TO TIME ON ANY BUSINESS DAY PRIOR TO THE TERMINATION DATE
IN AN AGGREGATE AMOUNT OUTSTANDING NOT TO EXCEED AT ANY TIME SUCH BANK'S
COMMITMENT.
EACH BORROWING SHALL BE IN AN AGGREGATE AMOUNT OF NOT LESS THAN
$10,000,000 OR AN INTEGRAL MULTIPLE OF $1,000,000 IN EXCESS THEREOF, AND SHALL
CONSIST OF ADVANCES OF THE SAME TYPE MADE TO THE BORROWER ON THE SAME DAY BY THE
BANKS RATABLY ACCORDING TO THEIR RESPECTIVE COMMITMENTS AND HAVING THE SAME
INTEREST PERIOD.
WITHIN THE LIMITS OF EACH BANK'S COMMITMENT, THE BORROWER MAY
BORROW, PREPAY PURSUANT TO SECTION 2.06(B) AND REBORROW.
SECTION 2.02.REQUESTS FOR ADVANCES.
DURING THE REVOLVING PERIOD, EACH BORROWING
SHALL BE MADE ON NOTICE, GIVEN NOT LATER THAN 11:00 A.M. (NEW YORK CITY TIME)
(A) IN THE CASE OF A PROPOSED BORROWING COMPRISED OF EURODOLLAR RATE ADVANCES,
AT LEAST THREE (3) BUSINESS DAYS PRIOR TO THE DATE OF THE PROPOSED BORROWING,
AND (B) IN THE CASE OF A PROPOSED BORROWING COMPRISED OF BASE RATE ADVANCES, ON
THE BUSINESS DAY OF THE PROPOSED BORROWING, BY THE BORROWER TO THE
ADMINISTRATIVE AGENT, WHICH SHALL GIVE TO EACH BANK PROMPT NOTICE THEREOF BY
TELECOPY.
EACH SUCH NOTICE OF A BORROWING (A "NOTICE OF BORROWING") SHALL BE IN
WRITING (INCLUDING BY TELECOPY), IN SUBSTANTIALLY THE FORM OF EXHIBIT B HERETO,
EXECUTED BY THE BORROWER.
EACH NOTICE OF BORROWING SHALL REFER TO THIS
AGREEMENT AND SHALL SPECIFY THE REQUESTED (I) DATE OF SUCH BORROWING (WHICH
SHALL BE A BUSINESS DAY), (II) TYPE OF ADVANCES COMPRISING SUCH BORROWING,
(III) AGGREGATE PRINCIPAL AMOUNT OF SUCH BORROWING, AND (IV) INTEREST PERIOD FOR
SUCH BORROWING.
16
SECTION 2.03.BORROWINGS; ADVANCES; TERMINATION OF EURODOLLAR RATE ADVANCES.
(A)
ADVANCES SHALL BE MADE BY THE BANKS RATABLY IN ACCORDANCE WITH THEIR
RESPECTIVE COMMITMENTS ON THE BORROWING DATE OF THE BORROWING, PROVIDED,
HOWEVER, THAT THE FAILURE OF ANY BANK TO MAKE ANY ADVANCE SHALL NOT IN