Borrower wishes to amend any covenant in
Article VI or any related definition to eliminate the effect of any change in
GAAP occurring after the date of this Agreement on the operation of such
covenant (or if the Administrative Agent notifies the Borrower that the Required
Lenders wish to amend Article VI or any related definition for such purpose),
then the Borrower's compliance with such covenant shall be determined on the
basis of GAAP in effect immediately before the relevant change in GAAP became
effective, until either such notice is withdrawn or such covenant is amended in
a manner satisfactory to the Borrower and the Required Lenders.
SECTION 1.03.
Classification of Loans and Borrowings.
For purposes of this
Agreement, Loans may be classified and referred to by Class (e.g., a "Revolving
Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type (e.g., a
"Eurodollar Revolving Loan").
Borrowings also may be classified and referred to
by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a "Eurodollar
Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving Borrowing").
SECTION 1.04.
PRO FORMA CALCULATIONS.
WITH RESPECT TO ANY PERIOD DURING WHICH
ANY PERMITTED ACQUISITION OCCURS AS PERMITTED PURSUANT TO THE TERMS HEREOF, FOR
PURPOSES OF DETERMINING COMPLIANCE OR PRO FORMA COMPLIANCE WITH THE COVENANTS
SET FORTH IN SECTIONS 6.11, 6.12, 6.13 AND 6.14, THE INTEREST COVERAGE RATIO,
FIXED CHARGE COVERAGE RATIO, THE LEVERAGE RATIO AND THE SENIOR SECURED LEVERAGE
RATIO SHALL BE CALCULATED WITH RESPECT TO SUCH PERIODS AND SUCH PERMITTED
ACQUISITION ON A PRO FORMA BASIS.
SECTION 1.05.
DESIGNATION OF OBLIGATIONS.
THE OBLIGATIONS, INCLUDING THE
OBLIGATIONS IN RESPECT OF THE TERM LOANS, ARE HEREBY DESIGNATED AS "DESIGNATED
SENIOR INDEBTEDNESS" FOR ALL PURPOSES OF THE SENIOR SUBORDINATED NOTE INDENTURE.
ARTICLE II
THE CREDITS
SECTION 2.01.
COMMITMENTS.
(A) SUBJECT TO THE TERMS AND CONDITIONS AND RELYING
UPON THE REPRESENTATIONS AND WARRANTIES HEREIN SET FORTH, EACH LENDER AGREES,
SEVERALLY AND NOT JOINTLY, (A) IF SUCH LENDER HAS A TERM LOAN COMMITMENT, TO
MAKE A TERM LOAN TO THE BORROWER ON THE RESTATEMENT DATE IN A PRINCIPAL AMOUNT
NOT TO EXCEED ITS TERM LOAN COMMITMENT, (B) IF SUCH LENDER HAS A REVOLVING
CREDIT COMMITMENT, TO MAKE REVOLVING LOANS TO THE BORROWER, AT ANY TIME AND FROM
TIME TO TIME ON OR AFTER THE CLOSING DATE AND PRIOR THE EARLIER OF THE REVOLVING
CREDIT MATURITY DATE AND THE TERMINATION OF THE REVOLVING CREDIT COMMITMENT OF
SUCH LENDER IN ACCORDANCE WITH THE TERMS HEREOF, IN AN AGGREGATE PRINCIPAL
AMOUNT AT ANY TIME OUTSTANDING THAT WILL NOT RESULT IN SUCH LENDER'S REVOLVING
CREDIT EXPOSURE EXCEEDING SUCH LENDER'S REVOLVING CREDIT COMMITMENT, AND (C) IF
SUCH LENDER HAS AN INCREMENTAL TERM LOAN COMMITMENT, TO MAKE INCREMENTAL TERM
LOANS TO THE BORROWER, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED ITS
INCREMENTAL TERM LOAN COMMITMENT.
WITHIN THE LIMITS SET FORTH IN CLAUSE (B) OF
THE PRECEDING SENTENCE AND SUBJECT TO THE TERMS, CONDITIONS AND LIMITATIONS SET
FORTH HEREIN, THE BORROWER MAY
26
borrow, pay or prepay and