YORK CITY TIME, FOR AN ABR BORROWING ON THE APPLICABLE DAY, THEN SUCH LENDER
AND THE BORROWER SEVERALLY AGREE TO PAY TO THE ADMINISTRATIVE AGENT FORTHWITH ON
DEMAND SUCH CORRESPONDING AMOUNT WITH INTEREST THEREON, FOR EACH DAY FROM AND
INCLUDING THE DATE SUCH AMOUNT WAS MADE AVAILABLE BY THE ADMINISTRATIVE AGENT TO
THE BORROWER TO BUT EXCLUDING THE DATE OF PAYMENT TO THE ADMINISTRATIVE AGENT,
AT (I) IN THE CASE OF SUCH LENDER, THE GREATER OF THE FEDERAL FUNDS RATE AND A
RATE PER ANNUM DETERMINED BY THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH BANKING
INDUSTRY RULES ON INTERBANK COMPENSATION, OR (II) IN THE CASE OF THE BORROWER,
THE INTEREST RATE THAT WOULD BE OTHERWISE APPLICABLE TO SUCH BORROWING. IF SUCH
LENDER PAYS SUCH AMOUNT TO THE ADMINISTRATIVE AGENT, THEN SUCH AMOUNT SHALL
CONSTITUTE SUCH LENDER'S REVOLVING LOAN INCLUDED IN SUCH BORROWING.
SUCH
PAYMENT BY THE BORROWER SHALL BE WITHOUT PREJUDICE TO ITS RIGHTS AGAINST EACH
LENDER WHO FAILS TO FUND ITS SHARE OF ANY BORROWING.
Section 2.05
Termination, Reduction and Increase of Commitments
(A)
UNLESS PREVIOUSLY TERMINATED, THE REVOLVING COMMITMENTS AND THE
LETTER OF CREDIT COMMITMENTS SHALL TERMINATE ON THE COMMITMENT TERMINATION DATE;
PROVIDED HOWEVER, UPON DELIVERY TO THE ADMINISTRATIVE AGENT OF A COPY OF AN
ORDER OR APPROVAL ISSUED BY THE PUC, CERTIFIED BY A FINANCIAL OFFICER TO BE TRUE
AND COMPLETE, WHICH IS FINAL AND NOT SUBJECT TO REVIEW OR APPEAL, THAT
AUTHORIZES THE BORROWER TO ENTER INTO CREDIT AGREEMENTS, INCLUDING THIS
AGREEMENT, FOR A PERIOD IN EXCESS OF 364 DAYS, THE DATE SET FORTH IN
CLAUSE (A) OF THE DEFINITION OF COMMITMENT TERMINATION DATE SHALL BE
AUTOMATICALLY EXTENDED TO THE LATEST DATE PERMITTED BY SUCH ORDER OR APPROVAL
BUT IN NO EVENT LATER THAN THE DATE WHICH IS THE THIRD ANNIVERSARY OF THE
EFFECTIVE DATE.
(B)
THE BORROWER MAY AT ANY TIME TERMINATE, OR FROM TIME TO TIME
REDUCE, THE COMMITMENTS, PROVIDED THAT (I) THE BORROWER SHALL NOT TERMINATE OR
REDUCE THE COMMITMENTS IF, AFTER GIVING EFFECT TO ANY CONCURRENT PREPAYMENT OF
THE REVOLVING LOANS IN ACCORDANCE WITH SECTION 2.07 AND/OR ANY CONCURRENT CASH
COLLATERALIZATION OF THE LETTER OF CREDIT EXPOSURE, THE AGGREGATE CREDIT
EXPOSURE WOULD EXCEED THE AGGREGATE REVOLVING COMMITMENTS, AND (II) EACH SUCH
REDUCTION SHALL BE IN AN AMOUNT THAT IS AN INTEGRAL MULTIPLE OF $1,000,000 AND
NOT LESS THAN $5,000,000.
(C)
THE BORROWER SHALL NOTIFY THE ADMINISTRATIVE AGENT OF ANY ELECTION
TO TERMINATE OR REDUCE THE COMMITMENTS UNDER PARAGRAPH (B) OF THIS SECTION AT
LEAST TWO BUSINESS DAYS PRIOR TO THE EFFECTIVE DATE OF SUCH TERMINATION OR
REDUCTION, SPECIFYING SUCH ELECTION AND THE EFFECTIVE
19
DATE THEREOF.
PROMPTLY FOLLOWING RECEIPT OF ANY NOTICE, THE ADMINISTRATIVE
AGENT SHALL ADVISE THE LENDERS OF THE CONTENTS THEREOF.
EACH NOTICE DELIVERED
BY THE BORROWER PURSUANT TO THIS SECTION SHALL BE IRREVOCABLE; PROVIDED, THAT A
NOTICE OF TERMINATION OF THE COMMITMENTS DELIVERED BY THE BORROWER MAY STATE
THAT SUCH NOTICE IS CONDITIONED UPON THE EFFECTIVENESS OF OTHER CREDIT
FACILITIES, IN WHICH CASE SUCH NOTICE MAY BE REVOKED BY