AS IN EFFECT ON THE RESTATEMENT
EFFECTIVE DATE APPLIED ON A BASIS CONSISTENT WITH THE APPLICATION USED IN
PREPARING THE BORROWER'S AUDITED CONSOLIDATED FINANCIAL STATEMENTS REFERRED TO
IN SECTION 3.05 AND (B) FOR PURPOSES OF DETERMINING COMPLIANCE WITH ANY COVENANT
SET FORTH IN ARTICLE VI OR DETERMINING THE "APPLICABLE RATE," NO EFFECT SHALL BE
GIVEN TO ANY ELECTION UNDER STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 159,
THE FAIR VALUE OPTION FOR FINANCIAL ASSETS AND FINANCIAL LIABILITIES, TO VALUE
ANY INDEBTEDNESS OF THE BORROWER OR ANY SUBSIDIARY AT "FAIR VALUE", AS DEFINED
THEREIN.
IN THE EVENT THAT ANY CHANGE IN GAAP MATERIALLY AFFECTS ANY PROVISION
OF THIS AGREEMENT, THE PARTIES HERETO AGREE THAT, AT THE REQUEST OF THE BORROWER
OR THE REQUIRED LENDERS, THEY SHALL NEGOTIATE IN GOOD FAITH IN ORDER TO AMEND
THE AFFECTED PROVISIONS IN SUCH A WAY AS WILL RESTORE THE PARTIES TO THEIR
RESPECTIVE POSITIONS PRIOR TO SUCH CHANGE, AND, FOLLOWING ANY SUCH REQUEST,
UNTIL SUCH AMENDMENT BECOMES EFFECTIVE, THE BORROWER'S COMPLIANCE WITH SUCH
PROVISIONS SHALL BE DETERMINED ON THE BASIS OF GAAP AS IN EFFECT IMMEDIATELY
BEFORE SUCH CHANGE IN GAAP BECAME EFFECTIVE.
30
ARTICLE II
THE CREDITS
SECTION 2.01.
COMMITMENTS.
SUBJECT TO THE TERMS AND CONDITIONS AND RELYING
UPON THE REPRESENTATIONS AND WARRANTIES HEREIN SET FORTH, EACH LENDER AGREES,
SEVERALLY AND NOT JOINTLY, TO MAKE STANDBY LOANS TO THE BORROWER, AT ANY TIME
AND FROM TIME TO TIME ON AND AFTER THE DATE HEREOF AND UNTIL THE EARLIER OF THE
MATURITY DATE AND THE TERMINATION OF THE COMMITMENT OF SUCH LENDER, IN AN
AGGREGATE PRINCIPAL AMOUNT THAT WILL NOT RESULT IN (A) THE REVOLVING CREDIT
EXPOSURE OF SUCH LENDER EXCEEDING SUCH LENDER'S COMMITMENT OR (B) THE SUM OF THE
REVOLVING CREDIT EXPOSURES OF ALL THE LENDERS PLUS THE AGGREGATE PRINCIPAL
AMOUNT OF ALL COMPETITIVE LOANS OUTSTANDING AT THE TIME EXCEEDING THE LESSER OF
(I) THE TOTAL COMMITMENT AND (II) THE MAXIMUM AVAILABILITY AT THE TIME.
WITHIN
THE FOREGOING LIMITS, THE BORROWER MAY BORROW, PAY OR PREPAY AND REBORROW
HEREUNDER, SUBJECT TO THE TERMS, CONDITIONS AND LIMITATIONS SET FORTH HEREIN.
SECTION 2.02.
LOANS.
(A)
EACH STANDBY LOAN SHALL BE MADE AS PART OF A
BORROWING CONSISTING OF LOANS MADE BY THE LENDERS RATABLY IN ACCORDANCE WITH
THEIR COMMITMENTS.
EACH COMPETITIVE LOAN SHALL BE MADE IN ACCORDANCE WITH THE
PROCEDURES SET FORTH IN SECTION 2.03.
AT THE TIME OF THE COMMENCEMENT OF EACH
INTEREST PERIOD FOR ANY EURODOLLAR STANDBY BORROWING, SUCH BORROWING SHALL BE IN
AN AGGREGATE PRINCIPAL AMOUNT THAT IS AN INTEGRAL MULTIPLE OF $1,000,000 AND NOT
LESS THAN $5,000,000. AT THE TIME THAT EACH ABR BORROWING IS MADE, SUCH
BORROWING SHALL BE IN AN AGGREGATE PRINCIPAL AMOUNT THAT IS AN INTEGRAL MULTIPLE
OF $1,000,000 AND NOT LESS THAN $1,000,000; PROVIDED THAT AN ABR BORROWING MAY
BE IN AN AGGREGATE PRINCIPAL AMOUNT THAT IS EQUAL TO THE ENTIRE UNUSED BALANCE
OF THE TOTAL COMMITMENT.
EACH COMPETITIVE BORROWING SHALL BE IN AN AGGREGATE
PRINCIPAL AMOUNT THAT IS AN INTEGRAL MULTIPLE OF $1,000,000 AND NOT LESS THAN