not be construed against the
Administrative Agent or the Lenders merely because of the Administrative Agent's
or Lenders' involvement in their preparation.
1.3
DELIVERY OF PRO FORMA CALCULATIONS.
FOR PURPOSES OF DETERMINING
WHETHER OR NOT AN UNMATURED EVENT OF DEFAULT OR EVENT OF DEFAULT WOULD RESULT
UPON THE CONSUMMATION OR COMPLETION OF THE ACTIONS OR DESIGNATIONS, OR THE
DELIVERY OF THE ITEMS, DESCRIBED IN OR GOVERNED BY THE FOLLOWING, THE COMPANY
SHALL PROVIDE THE ADMINISTRATIVE AGENT WITH WRITTEN CALCULATIONS DEMONSTRATING
PRO FORMA COMPLIANCE WITH THE FINANCIAL COVENANTS AND OTHER RELEVANT COVENANTS
AND REQUIREMENTS SET FORTH IN THIS AGREEMENT (INCLUDING THE REQUIREMENTS SET
FORTH IN THE FOLLOWING PROVISIONS), WHICH PRO FORMA COMPLIANCE SHALL BE
DETERMINED (AFTER GIVING EFFECT TO THE APPLICABLE ACTION, DESIGNATION OR
DELIVERY) BASED ON THE MOST RECENT FOUR FISCAL QUARTER PERIOD IMMEDIATELY
PRECEDING THE FISCAL QUARTER IN WHICH SUCH ACTION, DESIGNATION OR DELIVERY IS TO
OCCUR: (I) THE DEFINITION OF "ASSET DISPOSITION", (II) THE DEFINITION OF
"UNRESTRICTED SUBSIDIARY", AND (III) SECTION 11.6.
SECTION 2
COMMITMENTS OF THE LENDERS; BORROWING, CONVERSION AND LETTER
OF CREDIT PROCEDURES.
2.1
COMMITMENTS.
ON AND SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, EACH OF THE LENDERS, SEVERALLY AND FOR ITSELF ALONE, AGREES TO MAKE
LOANS TO, AND TO ISSUE OR PARTICIPATE IN LETTERS OF CREDIT FOR THE ACCOUNT OF,
THE COMPANY AS FOLLOWS:
2.1.1
REVOLVING LOAN COMMITMENT.
EACH LENDER WITH A REVOLVING LOAN
COMMITMENT AGREES TO MAKE LOANS ON A REVOLVING BASIS ("REVOLVING LOANS") FROM
TIME TO TIME UNTIL THE TERMINATION DATE IN SUCH LENDER'S PRO RATA SHARE OF SUCH
AGGREGATE AMOUNTS AS THE COMPANY MAY REQUEST FROM ALL LENDERS; PROVIDED THAT THE
REVOLVING OUTSTANDINGS WILL NOT AT ANY TIME EXCEED THE REVOLVING COMMITMENT
(LESS THE AMOUNT OF ANY SWING LINE LOANS OUTSTANDING AT SUCH TIME).
2.1.2
L/C COMMITMENT.
SUBJECT TO SECTION 2.3.1, THE ISSUING LENDER
AGREES TO ISSUE LETTERS OF CREDIT, IN EACH CASE CONTAINING SUCH TERMS AND
CONDITIONS AS ARE PERMITTED BY THIS AGREEMENT AND ARE REASONABLY SATISFACTORY TO
THE ISSUING LENDER (EACH, A "LETTER OF CREDIT"), AT THE REQUEST OF AND FOR THE
ACCOUNT OF THE COMPANY FROM TIME TO TIME BEFORE THE SCHEDULED TERMINATION DATE
AND, AS MORE FULLY SET FORTH IN SECTION 2.3.2, EACH LENDER AGREES TO PURCHASE A
PARTICIPATION IN EACH SUCH LETTER OF CREDIT; PROVIDED THAT (A) THE AGGREGATE
STATED AMOUNT OF ALL
20
LETTERS OF CREDIT SHALL NOT AT ANY TIME EXCEED $20,000,000 AND (B) THE REVOLVING
OUTSTANDINGS SHALL NOT AT ANY TIME EXCEED THE REVOLVING COMMITMENT (LESS THE
AMOUNT OF ANY SWING LINE LOANS OUTSTANDING AT SUCH TIME).
2.2
LOAN PROCEDURES.
2.2.1
VARIOUS TYPES OF LOANS.
EACH REVOLVING LOAN SHALL BE, EITHER A
BASE RATE LOAN OR A LIBOR LOAN (EACH A "TYPE" OF LOAN), AS THE COMPANY SHALL
SPECIFY IN THE RELATED NOTICE OF BORROWING OR CONVERSION PURSUANT TO
SECTION 2.2.2 OR 2.2.3.
LIBOR LOANS HAVING THE SAME INTEREST PERIOD WHICH
EXPIRE ON THE SAME DAY ARE SOMETIMES CALLED A "GROUP" OR COLLECTIVELY "GROUPS".
BASE RATE LOANS AND LIBOR LOANS MAY