THE FOREGOING
CLAUSES (I), (II) AND (III), AMOUNTS PREPAID SHALL BE APPLIED FIRST TO ANY BASE
RATE LOANS THEN OUTSTANDING AND THEN TO OUTSTANDING LIBOR RATE LOANS WITH THE
SHORTEST INTEREST PERIODS REMAINING.
TOGETHER WITH EACH PREPAYMENT UNDER THIS
SECTION 1.8, THE BORROWER SHALL PAY ANY AMOUNTS REQUIRED PURSUANT TO
SECTION 10.4 HEREOF.
1.9
FEES.
(A)
CLOSING AND AGENT'S FEES.
THE BORROWER
SHALL PAY TO THE AGENT, FOR THE RATABLE BENEFIT OF THE LENDERS, A CLOSING FEE,
AND FOR THE AGENT'S OWN ACCOUNT, AN AGENT'S FEE, IN THE AMOUNTS AND AT THE TIMES
SET FORTH IN AN AMENDED AND RESTATED LETTER AGREEMENT BETWEEN THE BORROWER AND
THE AGENT DATED OF EVEN DATE HEREWITH (THE "FEE LETTER").
10
(B)
COMMITMENT FEE.
THE BORROWER SHALL PAY TO
AGENT, FOR THE RATABLE BENEFIT OF THE LENDERS, A FEE (THE "COMMITMENT FEE") IN
AN AMOUNT EQUAL TO:
(I)
THE AGGREGATE REVOLVING LOAN COMMITMENT,
LESS
(II)
THE SUM OF (X) THE AVERAGE DAILY BALANCE
OF ALL REVOLVING LOANS OUTSTANDING PLUS (Y) THE AVERAGE DAILY AMOUNT OF THE
LETTER OF CREDIT PARTICIPATION LIABILITY, IN EACH CASE, DURING THE PRECEDING
QUARTER,
multiplied by three-eighths of one percent (0.375%) per annum, such fee to be
payable quarterly in arrears on the first day of the quarter following the date
hereof and the first day of each quarter thereafter.
The Commitment Fee
provided in this subsection 1.9(b) shall accrue at all times from and after
mutual execution and delivery of this Agreement.
The Borrower hereby agrees
that accrued and unpaid Commitment Fees in an amount equal to $18,628.12 due and
owing to the Existing Lenders under the Original Credit Agreement as of the
Restatement Effective Date shall be deemed accrued and continued hereunder and
shall be paid in full in cash by the Borrower to the Agent, for the benefit of
the Existing Lenders, on the first day of the month following the date hereof.
(C)
LETTER OF CREDIT PARTICIPATION FEE.
THE
BORROWER SHALL PAY TO AGENT, FOR THE RATABLE BENEFIT OF THE LENDERS, FEES FOR
EACH LENDER LETTER OF CREDIT AND EACH LETTER OF CREDIT PARTICIPATION AGREEMENT
(THE "LETTER OF CREDIT PARTICIPATION FEE") FOR THE PERIOD FROM AND INCLUDING THE
DATE OF ISSUANCE OF SAME TO AND EXCLUDING THE DATE OF EXPIRATION OR TERMINATION,
EQUAL TO THE AVERAGE DAILY AMOUNT OF LETTER OF CREDIT PARTICIPATION LIABILITY
MULTIPLIED BY A RATE PER ANNUM EQUAL TO THREE PERCENT (3.00%); PROVIDED,
HOWEVER, AT THE AGENT'S OR REQUIRED LENDERS' OPTION, WHILE AN EVENT OF DEFAULT
EXISTS SUCH PERCENT SHALL BE INCREASED BY TWO PERCENT (2.00%) PER ANNUM OVER THE
OTHERWISE APPLICABLE RATE, SUCH FEES TO BE PAYABLE MONTHLY IN ARREARS ON THE
FIRST DAY OF THE MONTH FOLLOWING THE DATE HEREOF AND THE FIRST DAY OF EACH MONTH
THEREAFTER.
THE BORROWER SHALL ALSO REIMBURSE THE AGENT FOR ANY AND ALL FEES
AND EXPENSES, IF ANY, PAID BY THE AGENT TO THE ISSUER OF ANY LETTER OF CREDIT
SUBJECT TO A LETTER OF CREDIT PARTICIPATION AGREEMENT.
(D)
CAPEX COMMITMENT FEE.
THE BORROWER