AMOUNT OF EACH
REVOLVING CREDIT LOAN DOES NOT EXCEED THE THEN EFFECTIVE AVAILABILITY, AND (B)
THE AGGREGATE PRINCIPAL AMOUNT OF ALL REVOLVING CREDIT LOANS OUTSTANDING AT ANY
TIME PLUS THE L/C OUTSTANDINGS DOES NOT EXCEED THE LESSER OF:
(I) THE REVOLVING
CREDIT FACILITY MINUS THE AGGREGATE CAPEX PRINCIPAL AND (II) THE THEN EFFECTIVE
BORROWING BASE ("REVOLVING CREDIT LIMIT").
WITHIN THE LIMITS OF THE REVOLVING
CREDIT LIMIT EACH BORROWER MAY BORROW, MAKE A PAYMENT PURSUANT TO SECTION 3.10,
AND REBORROW UNDER THIS SECTION 3.01.
THE REVOLVING CREDIT LOANS MAY BE
OUTSTANDING AS CHASE MANHATTAN BANK RATE LOANS OR LIBOR RATE LOANS.
EACH TYPE
OF REVOLVING CREDIT LOAN OF EACH LENDER SHALL BE MADE AND MAINTAINED AT SUCH
LENDER'S APPLICABLE LENDING OFFICE FOR SUCH TYPE OF LOAN.
EACH "REVOLVING
CREDIT LOAN," AS DEFINED IN, AND MADE PURSUANT TO, THE SEPTEMBER 1999 AGREEMENT
THAT REMAINS OUTSTANDING
7
as of the Closing Date, shall constitute a "Revolving Credit Loan" for purposes
of this Financing Agreement (including, without limitation, for purposes of
determining Availability).
2.4
AMENDED AND RESTATED SECTION 3.09 OF THE FINANCING AGREEMENT.
SECTION 3.09 OF THE FINANCING AGREEMENT IS HEREBY AMENDED AND RESTATED TO READ
IN ITS ENTIRETY AS FOLLOWS:
Section 3.09.
Application of Payments.
Subject to Sections 5.03(b) and 9.07
hereof, notwithstanding anything to the contrary contained in this Article 3 or
in this Financing Agreement (other than Sections 5.03(b) and 9.07), the Agent
shall apply all amounts received by it in payment of Accounts or Obligations of
the applicable Borrower in the following order: (i) first to Reimbursement
Obligations; (ii) second to Revolving Credit Loans that are Chase Manhattan Bank
Rate Loans; (iii) third to Revolving Credit Loans that are Libor Rate Loans;
(iv) fourth to Capex Loans that are Chase Manhattan Bank Rate Loans; and (v)
fifth to Capex Loans that are Libor Rate Loans; provided, however, (a) upon the
occurrence of an Event of Default or (b) in the event the aggregate amount of
outstanding Revolving Credit Loans of the Borrowers which are Libor Rate Loans
exceeds the Revolving Credit Limit, the Agent may apply all such amounts
received by it to the payment of Obligations in such manner and in such order as
the Agent may elect in its reasonable business discretion.
In the event that
any such amounts are applied to Revolving Credit Loans or Capex Loans of any
Borrower which are Libor Rate Loans, such application shall be treated as a
prepayment of such loans of such Borrower and the Agent shall be entitled to the
Libor Rate Prepayment Premium and the Capex Prepayment Premium with respect
thereto.
2.5
AMENDED AND RESTATED SECTION 3.10 OF THE
FINANCING AGREEMENT.
SECTION 3.10 OF THE FINANCING AGREEMENT IS HEREBY AMENDED
AND RESTATED TO READ IN ITS ENTIRETY AS SET FORTH BELOW:
Section 3.10.
Prepayments.
Subject to the limitation noted below, and
without limiting Section 5.03(b) hereof, any Borrower may prepay its Revolving
Credit Loans or Capex Loans upon at least one (1) Business Day's notice to Agent
in