ISSUED LETTERS OF CREDIT TO BORROWER UNDER THE EXISTING CREDIT
AGREEMENT, AND AS OF THE DATE OF THIS AGREEMENT, IMMEDIATELY PRIOR TO THE
EFFECTIVENESS HEREOF, (I) THERE ARE OUTSTANDING (A) REVOLVING LOANS WITH AN
AGGREGATE PRINCIPAL AMOUNT OF $28,400,000 (COLLECTIVELY, THE "EXISTING REVOLVING
LOANS"), AND (B) LETTERS OF CREDIT (AS SET FORTH ON SCHEDULE 1.01 HERETO) WITH
AN AGGREGATE FACE AMOUNT OF $4,500,000, AND (II) THE AGGREGATE REVOLVING LOAN
COMMITMENTS ARE AS SET FORTH ON SCHEDULE 2.01A HERETO.
ON THE EFFECTIVE DATE,
THE EXISTING REVOLVING LOAN COMMITMENTS SHALL BE REDUCED BY $25,000,000 AND THE
REMAINING AMOUNT THEREOF SHALL BE ALLOCATED TO THE LENDERS AS SET FORTH ON
SCHEDULE 2.01B AND BECOME COMMITMENTS HEREUNDER IN AN AGGREGATE AMOUNT OF
$55,000,000.
(B)
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, EACH LENDER
AGREES TO MAKE REVOLVING LOANS DENOMINATED IN DOLLARS TO THE BORROWER FROM TIME
TO TIME DURING THE AVAILABILITY PERIOD IN AN AGGREGATE PRINCIPAL AMOUNT THAT
WILL NOT RESULT IN (A) SUCH LENDER'S REVOLVING CREDIT EXPOSURE EXCEEDING SUCH
LENDER'S COMMITMENT, OR (B) THE SUM OF THE TOTAL REVOLVING CREDIT EXPOSURES
EXCEEDING THE TOTAL COMMITMENTS.
WITHIN THE FOREGOING LIMITS AND SUBJECT TO THE
TERMS AND CONDITIONS SET FORTH HEREIN, THE BORROWER MAY BORROW, PREPAY AND
20
REBORROW REVOLVING LOANS.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE EXISTING
REVOLVING LOANS OF EACH LENDER OUTSTANDING IMMEDIATELY PRIOR TO THE
EFFECTIVENESS HEREOF SHALL CONTINUE AS "REVOLVING LOANS" HEREUNDER OF THE SAME
TYPE AS SUCH EXISTING REVOLVING LOANS IMMEDIATELY PRIOR TO THE EFFECTIVENESS
HEREOF.
SECTION 2.02.
LOANS AND BORROWINGS.
(A) EACH REVOLVING LOAN SHALL BE MADE AS
PART OF A BORROWING CONSISTING OF REVOLVING LOANS MADE BY THE LENDERS RATABLY IN
ACCORDANCE WITH THEIR RESPECTIVE COMMITMENTS.
THE FAILURE OF ANY LENDER TO MAKE
ANY LOAN REQUIRED TO BE MADE BY IT SHALL NOT RELIEVE ANY OTHER LENDER OF ITS
OBLIGATIONS HEREUNDER; PROVIDED THAT THE COMMITMENTS OF THE LENDERS ARE SEVERAL
AND NO LENDER SHALL BE RESPONSIBLE FOR ANY OTHER LENDER'S FAILURE TO MAKE
REVOLVING LOANS AS REQUIRED.
(B)
SUBJECT TO SECTION 2.14, EACH REVOLVING BORROWING SHALL BE COMPRISED
ENTIRELY OF ABR LOANS OR EURODOLLAR LOANS AS THE BORROWER MAY REQUEST IN
ACCORDANCE HEREWITH.
EACH LENDER AT ITS OPTION MAY MAKE ANY EURODOLLAR LOAN BY
CAUSING ANY DOMESTIC OR FOREIGN BRANCH OR AFFILIATE OF SUCH LENDER TO MAKE SUCH
LOAN; PROVIDED THAT ANY EXERCISE OF SUCH OPTION SHALL NOT AFFECT THE OBLIGATION
OF THE BORROWER TO REPAY SUCH LOAN IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT.
(C)
AT THE COMMENCEMENT OF EACH INTEREST PERIOD FOR ANY EURODOLLAR BORROWING,
SUCH BORROWING SHALL BE IN AN AGGREGATE AMOUNT THAT IS AN INTEGRAL MULTIPLE OF
$1,000,000 AND NOT LESS THAN $1,000,000.
AT THE TIME THAT EACH ABR BORROWING IS
MADE, SUCH BORROWING SHALL BE IN AN AGGREGATE AMOUNT THAT IS AN INTEGRAL
MULTIPLE OF $1,000,000 AND NOT LESS THAN $1,000,000; PROVIDED THAT AN ABR
REVOLVING BORROWING MAY BE IN AN AGGREGATE AMOUNT THAT IS EQUAL TO THE ENTIRE
UNUSED BALANCE OF THE TOTAL COMMITMENTS OR THAT IS