CREDIT
AGREEMENT.
SECTION 2.05.
THE REVOLVING CREDIT NOTE AND INTEREST
RATE OPTIONS.
A.
THE CREDIT FACILITY SHALL BE FURTHER
EVIDENCED BY THE REVOLVING CREDIT NOTE PAYABLE TO THE ORDER OF AGENT BANK ON
BEHALF OF THE LENDERS.
AGENT BANK SHALL RECORD MANUALLY OR ELECTRONICALLY THE
DATE AND AMOUNT OF EACH BORROWING ADVANCED BY THE LENDERS TOGETHER WITH THE
APPLICABLE INTEREST PERIOD IN THE CASE OF PORTIONS OF THE UNPAID PRINCIPAL UNDER
THE CREDIT FACILITY BEARING INTEREST WITH REFERENCE TO A LIBO RATE, AND THE
AMOUNT OF EACH REPAYMENT OF PRINCIPAL MADE THEREUNDER BY BORROWERS AND THE ENTRY
OF SUCH RECORDS SHALL BE CONCLUSIVE ABSENT MANIFEST OR DEMONSTRABLE ERROR;
PROVIDED, HOWEVER, THE FAILURE TO MAKE SUCH A RECORD OR NOTATION WITH RESPECT TO
ANY BORROWING OR REPAYMENT THEREOF, OR AN ERROR IN MAKING SUCH A RECORD OR
NOTATION, SHALL NOT LIMIT OR OTHERWISE AFFECT THE OBLIGATIONS OF BORROWERS
HEREUNDER OR UNDER THE REVOLVING CREDIT NOTE.
B.
INTEREST SHALL ACCRUE ON THE ENTIRE
OUTSTANDING PRINCIPAL BALANCE OF THE CREDIT FACILITY AT A RATE PER ANNUM EQUAL
TO THE BASE RATE PLUS THE APPLICABLE MARGIN, UNLESS BORROWERS REQUEST A LIBOR
LOAN PURSUANT TO SECTION 2.03 OR ELECT PURSUANT TO SECTION 2.05(C) HEREINBELOW
TO HAVE INTEREST ACCRUE ON A PORTION OR PORTIONS OF THE OUTSTANDING PRINCIPAL
BALANCE OF THE CREDIT FACILITY AT A LIBO RATE ("INTEREST RATE OPTION"), IN WHICH
CASE INTEREST ON SUCH PORTION OR PORTIONS SHALL ACCRUE AT A RATE PER ANNUM EQUAL
TO SUCH LIBO RATE PLUS THE APPLICABLE MARGIN IN EFFECT AS OF THE SECOND BANKING
BUSINESS DAY PRIOR TO THE FIRST DAY OF THE APPLICABLE INTEREST PERIOD, AS LONG
AS: (I) EACH SUCH LIBOR LOAN IS IN A MINIMUM AMOUNT OF FIVE MILLION DOLLARS
($5,000,000.00) PLUS MINIMUM INCREMENTS OF ONE MILLION DOLLARS ($1,000,000.00),
OR SUCH LESSER AMOUNT AS EQUALS THE AGGREGATE COMMITMENT, AND (II) NO MORE THAN
FIVE (5) LIBOR LOANS MAY BE OUTSTANDING AT ANY ONE TIME.
INTEREST ACCRUED ON
EACH BASE RATE LOAN SHALL BE DUE AND PAYABLE ON THE FIRST DAY OF THE MONTH
FOLLOWING THE CLOSING DATE, ON THE FIRST DAY OF EACH SUCCESSIVE MONTH
THEREAFTER, AND ON THE MATURITY DATE.
FOR EACH LIBOR LOAN, ACCRUED INTEREST
SHALL BE DUE AND PAYABLE AT THE END OF EACH INTEREST
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PERIOD APPLICABLE THERETO, BUT IN ANY EVENT NO LESS FREQUENTLY THAN AT THE END
OF EACH THREE (3) MONTH PERIOD DURING THE TERM OF SUCH LIBOR LOAN.
ANY
BORROWING THAT IS REPAID ON THE SAME DAY ON WHICH IT IS MADE SHALL BEAR INTEREST
FOR ONE (1) DAY.
AGENT BANK SHALL NOTIFY BORROWER IN WRITING FIVE (5) BANKING
BUSINESS DAYS PRIOR TO EACH PAYMENT OF INTEREST DUE HEREWITH, DETAILING THE
AMOUNT OWED AND THE CALCULATION THEREOF.
EXCEPT AS QUALIFIED ABOVE, THE
OUTSTANDING PRINCIPAL BALANCE HEREUNDER MAY BE A BASE RATE LOAN OR ONE OR MORE
LIBOR LOANS, OR ANY COMBINATION THEREOF, AS BORROWERS SHALL SPECIFY.
C.
SO LONG AS NO DEFAULT OR EVENT OF
DEFAULT SHALL HAVE OCCURRED AND REMAINS CONTINUING, BORROWERS MAY CONVERT FROM