NOTICE IS GIVEN BEFORE OR
AFTER SUCH CHANGE IN GAAP OR IN THE APPLICATION THEREOF, THEN SUCH PROVISION
SHALL BE INTERPRETED ON THE BASIS OF GAAP AS IN EFFECT AND APPLIED IMMEDIATELY
BEFORE SUCH CHANGE SHALL HAVE BECOME EFFECTIVE UNTIL
SUCH NOTICE SHALL HAVE
BEEN WITHDRAWN OR SUCH PROVISION AMENDED IN ACCORDANCE HEREWITH.
NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, ALL TERMS OF AN ACCOUNTING
OR FINANCIAL NATURE USED HEREIN SHALL BE CONSTRUED, AND ALL COMPUTATIONS OF
AMOUNTS AND RATIOS REFERRED TO HEREIN SHALL BE MADE, WITHOUT GIVING EFFECT TO
ANY ELECTION UNDER STATEMENT OF FINANCIAL ACCOUNTING STANDARDS 159 (OR ANY OTHER
FINANCIAL ACCOUNTING STANDARD HAVING A SIMILAR RESULT OR EFFECT) TO VALUE ANY
INDEBTEDNESS OR OTHER LIABILITIES OF HOLDINGS, THE BORROWER OR ANY SUBSIDIARY AT
"FAIR VALUE", AS DEFINED THEREIN.
28
ARTICLE II
THE CREDITS
SECTION 2.01.
COMMITMENTS.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN, EACH LENDER AGREES TO MAKE REVOLVING LOANS TO THE BORROWER IN DOLLARS
FROM TIME TO TIME DURING THE AVAILABILITY PERIOD IN AN AGGREGATE PRINCIPAL
AMOUNT THAT WILL NOT RESULT IN (A) SUCH LENDER'S REVOLVING EXPOSURE EXCEEDING
SUCH LENDER'S COMMITMENT OR (B) THE TOTAL REVOLVING EXPOSURES EXCEEDING THE
LESSER OF (I) THE AGGREGATE COMMITMENT OR (II) THE BORROWING BASE, SUBJECT TO
THE ADMINISTRATIVE AGENT'S AUTHORITY, IN ITS SOLE DISCRETION, TO MAKE PROTECTIVE
ADVANCES AND OVERADVANCES PURSUANT TO THE TERMS OF SECTION 2.04 AND 2.05.
WITHIN THE FOREGOING LIMITS AND SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN, THE BORROWER MAY BORROW, PREPAY AND REBORROW REVOLVING LOANS.
SECTION 2.02.
LOANS AND BORROWINGS.
(A)
EACH LOAN (OTHER THAN A SWINGLINE
LOAN) SHALL BE MADE AS PART OF A BORROWING CONSISTING OF LOANS OF THE SAME
CLASS AND TYPE MADE BY THE LENDERS RATABLY IN ACCORDANCE WITH THEIR RESPECTIVE
COMMITMENTS OF THE APPLICABLE CLASS.
ANY PROTECTIVE ADVANCE, ANY OVERADVANCE
AND ANY SWINGLINE LOAN SHALL BE MADE IN ACCORDANCE WITH THE PROCEDURES SET FORTH
IN SECTION 2.04 AND 2.05.
NO FAILURE TO FUND BY A DEFAULTING LENDER SHALL
RELIEVE ANY OTHER LENDER OF ITS FUNDING OBLIGATIONS HEREUNDER IN ACCORDANCE WITH
THE TERMS AND CONDITIONS HEREOF.
(B)
SUBJECT TO SECTION 2.14, EACH REVOLVING BORROWING SHALL BE COMPRISED
ENTIRELY OF ABR LOANS OR EURODOLLAR LOANS AS THE BORROWER MAY REQUEST IN
ACCORDANCE HEREWITH; PROVIDED THAT ALL BORROWINGS MADE ON THE EFFECTIVE DATE
MUST BE MADE AS ABR BORROWINGS BUT MAY BE CONVERTED INTO EURODOLLAR BORROWINGS
IN ACCORDANCE WITH SECTION 2.08. EACH SWINGLINE LOAN SHALL BE AN ABR LOAN.
EACH
LENDER AT ITS OPTION MAY MAKE ANY EURODOLLAR LOAN BY CAUSING ANY DOMESTIC OR
FOREIGN BRANCH OR AFFILIATE OF SUCH LENDER TO MAKE SUCH LOAN; PROVIDED THAT ANY
EXERCISE OF SUCH OPTION SHALL NOT AFFECT THE OBLIGATION OF THE BORROWER TO REPAY
SUCH LOAN IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
(C)
AT THE COMMENCEMENT OF EACH INTEREST PERIOD FOR ANY EURODOLLAR REVOLVING
BORROWING, SUCH BORROWING SHALL BE IN AN AGGREGATE AMOUNT THAT IS AN INTEGRAL
MULTIPLE OF $1,000,000 AND NOT LESS THAN $2,000,000.
ABR REVOLVING BORROWINGS
MAY