ACCORDANCE HEREWITH.
SECTION 1.05.
PRO FORMA BASIS.
ALL CALCULATIONS IN RESPECT OF THE FUNDED DEBT
RATIO, SENIOR SECURED LEVERAGE RATIO AND CONSOLIDATED CASH FLOW COVERAGE RATIO
SHALL BE COMPUTED ON A PRO FORMA BASIS; PROVIDED THAT THE CALCULATION IN CLAUSE
(F) OF THE DEFINITION OF "PERMITTED ACQUISITION" SHALL BE MADE AS DESCRIBED
THEREIN.
ARTICLE II
THE CREDITS
SECTION 2.01.
COMMITMENTS.
(A)
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN, EACH LENDER AGREES (I) TO MAKE REVOLVING LOANS TO THE BORROWERS ON THE
EFFECTIVE DATE IN AN AMOUNT EQUAL TO ITS APPLICABLE PERCENTAGE (CALCULATED AFTER
GIVING EFFECT TO THIS AGREEMENT) OF ALL LOANS AND OTHER AMOUNTS OUTSTANDING
UNDER THE ORIGINAL CREDIT AGREEMENT ON THE EFFECTIVE DATE AND (II) TO MAKE
ADDITIONAL REVOLVING LOANS TO THE BORROWERS FROM TIME TO TIME DURING THE
REVOLVING AVAILABILITY PERIOD, IN EACH CASE IN
22
AN AGGREGATE PRINCIPAL AMOUNT THAT WILL NOT RESULT IN SUCH LENDER'S REVOLVING
EXPOSURE EXCEEDING SUCH LENDER'S REVOLVING COMMITMENT.
WITHIN THE FOREGOING
LIMITS AND SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, THE BORROWERS
MAY BORROW, PREPAY AND REBORROW REVOLVING LOANS.
(B)
IT IS UNDERSTOOD AND AGREED THAT ANY LENDER THAT HOLDS LOANS UNDER THE
ORIGINAL CREDIT AGREEMENT ("EXISTING LOANS") SHALL HAVE THE LOANS TO BE MADE BY
SUCH LENDER UNDER SECTION 2.01(A)(I) ABOVE, TO THE EXTENT OF THE PORTION THEREOF
NOT EXCEEDING THE AGGREGATE PRINCIPAL AMOUNT OF THE EXISTING LOANS, EFFECTED BY
HAVING SUCH EXISTING LOANS CONVERTED INTO LOANS HEREUNDER (AND EACH REFERENCE IN
THIS AGREEMENT TO THE MAKING OF ANY LOAN HEREUNDER, OR WORDS OF SIMILAR IMPORT,
SHALL, IN THE CASE OF SUCH LENDER, BE DEEMED TO INCLUDE SUCH CONVERSION).
ANY
LOANS THAT ARE MADE BY CONVERTING EXISTING LOANS INTO LOANS SHALL HAVE IDENTICAL
INTEREST PERIODS IN IDENTICAL PROPORTIONS AND DURATIONS AS ALL OTHER LOANS (AND
ANY LENDERS WHOSE EXISTING LOANS HAVE BEEN CONVERTED SHALL BE PAID ACCRUED
INTEREST ON SUCH EXISTING LOANS, TOGETHER WITH ANY AMOUNT PAYABLE UNDER
SECTION 2.16 UNDER THE ORIGINAL CREDIT AGREEMENT AS IF THE EXISTING LOANS WERE
BEING REPAID IN FULL ON THE EFFECTIVE DATE).
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.
THE FAILURE OF ANY LENDER TO MAKE ANY LOAN
REQUIRED TO BE MADE BY IT SHALL NOT RELIEVE ANY OTHER LENDER OF ITS OBLIGATIONS
HEREUNDER; PROVIDED THAT THE COMMITMENTS OF THE LENDERS ARE SEVERAL AND NO
LENDER SHALL BE RESPONSIBLE FOR ANY OTHER LENDER'S FAILURE TO MAKE LOANS AS
REQUIRED.
(B)
SUBJECT TO SECTION 2.14, EACH REVOLVING BORROWING SHALL BE COMPRISED
ENTIRELY OF ABR LOANS OR EURODOLLAR LOANS AS THE BORROWERS MAY REQUEST IN
ACCORDANCE HEREWITH.
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