SOLELY FOR (I) CAPITAL EXPENDITURES,
(II) REPAYMENT OF SECURED INDEBTEDNESS OF THE BORROWER, (III) REPAYMENT OF
SENIOR NOTES (2012) AND (IV) TO FINANCE ACQUISITIONS PERMITTED BY
SECTION 8.3(B) HEREOF.
(B) In the event that the Borrower desires to incur Additional Term Loans, the
Borrower will enter into an amendment with the lenders (who shall by execution
thereof become Lenders hereunder if not theretofore Lenders) to provide for such
Additional Term Loans, which amendment shall set forth any terms and conditions
of the Additional Term Loans not covered by this Agreement as agreed by the
Borrower and such Lenders, and shall provide for the issuance of promissory
notes to evidence the Additional Term Loans if requested by the lenders
advancing Additional Term Loans (which notes shall constitute Term Notes for
purposes of this Agreement) and for such reaffirmations of or amendments to
Security Documents as Administrative Agent may reasonably require, with such
amendment to be in form and substance reasonably acceptable to Administrative
Agent and consistent with the terms of this Section 2.1(a)(ii) and of the other
provisions of this Agreement.
No consent of any Lender (other than any Lender
making Additional Term Loans) is required to permit the Loans contemplated by
this Section 2.1(a)(ii) or the aforesaid amendment to effectuate the Additional
Term Loans.
This section shall supersede any provisions contained in this
Agreement, including, without limitation, Section 12.1, to the contrary.
B.
REVOLVING LOANS.
EACH REVOLVING LENDER,
SEVERALLY AND FOR ITSELF ALONE, HEREBY AGREES, ON THE TERMS AND SUBJECT TO THE
CONDITIONS HEREINAFTER SET FORTH AND IN RELIANCE UPON THE REPRESENTATIONS AND
WARRANTIES SET FORTH HEREIN AND IN THE OTHER LOAN DOCUMENTS, TO MAKE LOANS TO
THE BORROWER DENOMINATED IN DOLLARS OR AN ALTERNATIVE CURRENCY ON A REVOLVING
BASIS FROM TIME TO TIME DURING THE COMMITMENT PERIOD, IN AN AMOUNT THAT WILL NOT
(I) EXCEED ITS PRO RATA SHARE OF THE TOTAL AVAILABLE REVOLVING COMMITMENT (EACH
SUCH LOAN BY ANY LENDER, A "REVOLVING LOAN" AND COLLECTIVELY, THE "REVOLVING
LOANS") OR (II) CAUSE THE ASSIGNED DOLLAR VALUE OF REVOLVING LOANS, SWING LINE
LOANS AND LC OBLIGATIONS DENOMINATED IN AN ALTERNATIVE
54
CURRENCY TO EXCEED $200,000,000.
ALL REVOLVING LOANS COMPRISING THE SAME
BORROWING HEREUNDER SHALL BE MADE BY THE REVOLVING LENDERS SIMULTANEOUSLY AND IN
PROPORTION TO THEIR RESPECTIVE REVOLVING COMMITMENTS.
PRIOR TO THE REVOLVER
TERMINATION DATE, REVOLVING LOANS MAY BE REPAID AND REBORROWED BY THE BORROWER
IN ACCORDANCE WITH THE PROVISIONS HEREOF AND, EXCEPT AS OTHERWISE SPECIFICALLY
PROVIDED IN SECTION 3.6, ALL REVOLVING LOANS COMPRISING THE SAME BORROWING SHALL
AT ALL TIMES BE OF THE SAME TYPE.
ON THE REVOLVER TERMINATION DATE, 100% OF THE
AGGREGATE PRINCIPAL AMOUNT OF REVOLVING LOANS THEN OUTSTANDING SHALL BE DUE AND
PAYABLE.
C.
SWING LINE LOANS
(A)
SWING LINE COMMITMENT.
SUBJECT TO THE
TERMS AND CONDITIONS HEREOF, THE SWING LINE LENDER IN ITS INDIVIDUAL CAPACITY
AGREES TO MAKE SWING LINE LOANS IN DOLLARS, EUROS OR STERLING (OR, AT THE OPTION
OF THE SWING LINE LENDER, ANY OTHER ALTERNATIVE CURRENCY) ("SWING LINE LOANS")
TO THE