Commitment Fee Margin and the Applicable L/C Fee
Margin, the Funded Debt Ratio will be tested quarterly based on the financial
statements required to be delivered pursuant to Section 5.1(ii) hereof (and
pursuant to Section 5.1(i) hereof in the case of the Borrowers' fiscal
year-end).
For purposes of determining the interest rate for any Rate Period
hereunder, any interest rate change shall be effective five (5) days after the
date on which the financial statements required to be delivered pursuant to
Sections 5.1(i) or 5.1(ii), as applicable, are delivered to the Agent and the
Banks, together with a notice to the Agent (which shall be verified by the
Agent) specifying any change in the Applicable Prime Rate Margin, the Applicable
LIBOR Margin and the Applicable Commitment Fee Margin, and if the Borrowers have
failed to deliver the financial statements required to be delivered by them
pursuant to Sections 5.1(i) or
5.1(ii), as applicable, the Applicable Prime
Rate Margin, the Applicable LIBOR Margin, the Applicable Commitment Fee Margin
and the Applicable L/C Fee Margin shall automatically be increased to 0.50%,
1.50%, 0.375% and 1.50%, respectively, until such financial statements are
delivered.
2.5.2
THE BORROWERS JOINTLY AND SEVERALLY AGREE TO PAY TO THE AGENT FOR
THE ACCOUNT OF THE BANKS, TO BE ALLOCATED BETWEEN THE BANKS IN ACCORDANCE WITH
THEIR
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COMMITMENT PERCENTAGES, A FEE ON THE DAILY AVERAGE UNUSED AMOUNT OF THE
REVOLVING CREDIT COMMITMENT FROM TIME TO TIME AVAILABLE DURING THE PERIOD
COMMENCING ON THE DATE HEREOF AND ENDING ON THE REVOLVING LOAN MATURITY DATE (AS
THE SAME MAY BE EXTENDED PURSUANT TO SECTION 2.4.3 HEREOF), IN ACCORDANCE WITH
THE APPLICABLE COMMITMENT FEE MARGIN, AND PAYABLE QUARTERLY IN ARREARS ON THE
LAST DAY OF EACH MARCH, JUNE, SEPTEMBER AND DECEMBER IN EACH YEAR, COMMENCING ON
THE FIRST SUCH DATE FOLLOWING THE DATE HEREOF, AND ALSO PAYABLE ON THE DATE ON
WHICH SUCH REVOLVING CREDIT COMMITMENT SHALL TERMINATE IN FULL HEREUNDER.
2.5.3
THE BORROWERS JOINTLY AND SEVERALLY AGREE TO PAY TO
THE AGENT FOR THE ACCOUNT OF THE BANKS, TO BE ALLOCATED AMONG THE BANKS IN
ACCORDANCE WITH THEIR COMMITMENT PERCENTAGES, ANY AND ALL REASONABLE CHARGES
CUSTOMARILY MADE BY BANKS AGAINST BORROWERS.
2.5.4
LIBOR ADVANTAGE LOANS.
(I)
AT THE OPTION OF THE BORROWERS, SO LONG AS
THERE IS NOT THEN CONTINUING ANY EVENT OF DEFAULT OR ANY EVENT WHICH, WITH THE
GIVING OF NOTICE OR THE PASSAGE OF TIME, OR BOTH, WOULD CONSTITUTE AN EVENT OF
DEFAULT, THE BORROWERS MAY REQUEST LIBOR ADVANTAGE LOANS IN ACCORDANCE WITH THE
TERMS HEREOF.
(II)
BY DELIVERING A BORROWING REQUEST TO THE
AGENT ON OR BEFORE 12:00 P.M., BOSTON TIME, ON A BUSINESS DAY, THE BORROWERS MAY
FROM TIME TO TIME IRREVOCABLY REQUEST THAT A LIBOR ADVANTAGE RATE LOAN BE MADE
ON THE DATE OF SUCH REQUEST IN A MINIMUM AMOUNT OF $100,000.00 AND INTEGRAL
MULTIPLES OF $100,000.00.
THE BORROWER AGREES THAT EACH REQUEST SUBMITTED TO
THE AGENT REQUESTING A LIBOR ADVANTAGE LOAN SHALL BE ACCOMPANIED BY A WRITTEN
NOTICE OF THE BORROWERS SPECIFYING