OF DETERMINING COMPLIANCE WITH THE
COVENANTS CONTAINED IN SECTIONS 6.12, 6.13 AND 6.14, OR FOR PURPOSES OF
DETERMINING THE LEVERAGE RATIO, SENIOR LEVERAGE RATIO, CONSOLIDATED EBITDA AND
CONSOLIDATED CASH INTEREST EXPENSE, CALCULATIONS WITH RESPECT TO SUCH PERIOD
SHALL BE MADE ON A PRO FORMA BASIS.
ARTICLE II
THE CREDITS
SECTION 2.01. COMMITMENTS. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN,
EACH LENDER AGREES TO MAKE A TERM LOAN TO THE BORROWER ON THE EFFECTIVE DATE IN
A PRINCIPAL AMOUNT NOT EXCEEDING ITS TERM LOAN COMMITMENT.
SECTION 2.02. LOANS AND BORROWINGS. (A)
THE TERM LOANS SHALL BE MADE AS PART OF
A BORROWING CONSISTING OF LOANS OF THE SAME TYPE MADE BY THE LENDERS RATABLY IN
ACCORDANCE WITH THEIR RESPECTIVE TERM LOAN COMMITMENTS. THE FAILURE OF ANY
LENDER TO MAKE THE TERM LOAN REQUIRED TO BE MADE BY IT SHALL NOT RELIEVE ANY
OTHER LENDER OF ITS OBLIGATIONS HEREUNDER, PROVIDED THAT THE TERM LOAN
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 2.12, EACH TERM BORROWING SHALL BE COMPRISED ENTIRELY OF
ABR LOANS OR EURODOLLAR LOANS AS THE BORROWER MAY REQUEST IN ACCORDANCE
HEREWITH. 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 BORROWING,
SUCH BORROWING SHALL BE IN AN AGGREGATE AMOUNT THAT IS AN INTEGRAL MULTIPLE OF
$1,000,000 AND NOT LESS THAN $1,000,000. BORROWINGS OF MORE THAN ONE TYPE MAY BE
22
OUTSTANDING AT THE SAME TIME, PROVIDED THAT THERE SHALL NOT AT ANY TIME BE MORE
THAN A TOTAL OF TWELVE EURODOLLAR BORROWINGS OUTSTANDING.
(D)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE BORROWER SHALL
NOT BE ENTITLED TO ELECT TO CONVERT OR CONTINUE, ANY BORROWING IF THE INTEREST
PERIOD REQUESTED WITH RESPECT THERETO WOULD END AFTER THE TERM LOAN MATURITY
DATE.
SECTION 2.03. REQUESTS FOR BORROWINGS. TO REQUEST A TERM BORROWING, THE BORROWER
SHALL NOTIFY THE ADMINISTRATIVE AGENT OF SUCH REQUEST BY TELEPHONE (A) IN THE
CASE OF A EURODOLLAR BORROWING, NOT LATER THAN 11:00 A.M., NEW YORK CITY TIME,
THREE BUSINESS DAYS BEFORE THE DATE OF THE PROPOSED BORROWING OR (B) IN THE CASE
OF AN ABR BORROWING, NOT LATER THAN 11:00 A.M., NEW YORK CITY TIME, ONE BUSINESS
DAY BEFORE THE DATE OF THE PROPOSED BORROWING. EACH SUCH TELEPHONIC BORROWING
REQUEST SHALL BE IRREVOCABLE AND SHALL BE CONFIRMED PROMPTLY BY HAND DELIVERY OR
TELECOPY TO THE ADMINISTRATIVE AGENT OF A WRITTEN BORROWING REQUEST IN A FORM
APPROVED BY THE ADMINISTRATIVE AGENT AND SIGNED BY THE BORROWER. EACH SUCH
TELEPHONIC AND WRITTEN BORROWING REQUEST SHALL SPECIFY THE FOLLOWING
INFORMATION:
(I) THE AGGREGATE AMOUNT OF SUCH BORROWING;
(II) THE DATE OF SUCH BORROWING,