DATE IN SUCH AMOUNTS AS BORROWER MAY REQUEST UP TO AN AMOUNT NOT
TO EXCEED, IN THE AGGREGATE PRINCIPAL AMOUNT OUTSTANDING AT ANY TIME, THE
REVOLVING COMMITMENT.
PROVIDED, HOWEVER, THAT NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN, BUT SUBJECT TO THE RIGHT OF BORROWER UNDER SECTION
9(B) HEREOF, THE TOTAL OUTSTANDINGS, AS OF ANY DATE, SHALL NEVER EXCEED THE
LESSER OF (I) $200,000,000.00, OR (II) THE BORROWING BASE.
THE OBLIGATION OF
EACH BANK TO MAKE ADVANCES UNDER THE REVOLVING COMMITMENT SHALL BE LIMITED TO
SUCH BANK'S COMMITMENT PERCENTAGE OF SUCH ADVANCE.
NOTWITHSTANDING ANY OTHER
PROVISION OF THIS AGREEMENT, NO ADVANCE SHALL BE REQUIRED TO BE MADE HEREUNDER
IF ANY EVENT OF DEFAULT (AS HEREINAFTER DEFINED) HAS OCCURRED AND IS CONTINUING
OR IF ANY EVENT OR CONDITION HAS OCCURRED THAT MAY, WITH NOTICE, BE AN EVENT OF
DEFAULT.
BORROWER SHALL HAVE THE OPTION PURSUANT TO SECTION 4 HEREOF TO
DETERMINE WHETHER ADVANCES HEREUNDER SHALL BE MADE AS BASE RATE LOANS OR
EURODOLLAR LOANS.
EACH ADVANCE MADE AS A PRIME RATE LOAN SHALL BE AN AGGREGATE
AMOUNT OF AT LEAST $100,000 OR A WHOLE NUMBER MULTIPLE THEREOF.
EACH ADVANCE
MADE AS A EURODOLLAR LOAN SHALL BE IN AN AGGREGATE AMOUNT OF AT LEAST $250,000,
OR IN INTEGRAL MULTIPLES THEREOF. NO MORE THAN TWO (2) EURODOLLAR TRANCHES MAY
BE OUTSTANDING AT ANY TIME.
(B)
LETTERS OF CREDIT.
ON THE TERMS AND CONDITIONS HEREINAFTER SET
FORTH, AGENT SHALL FROM TIME TO TIME DURING THE PERIOD BEGINNING ON THE
EFFECTIVE DATE AND ENDING ON THE MATURITY DATE UPON REQUEST OF BORROWER ISSUE
LETTERS OF CREDIT FOR THE ACCOUNT OF BORROWER OR EITHER GUARANTOR (THE "LETTERS
OF CREDIT") IN SUCH FACE AMOUNTS AS BORROWER MAY REQUEST, BUT NOT TO EXCEED IN
THE AGGREGATE FACE AMOUNT AT ANY TIME OUTSTANDING THE SUM OF TEN MILLION DOLLARS
($10,000,000.00).
THE FACE AMOUNT OF ALL LETTERS OF CREDIT ISSUED AND
OUTSTANDING HEREUNDER (WHETHER FOR THE BENEFIT OF THE BORROWER OR A GUARANTOR)
SHALL BE CONSIDERED AS ADVANCES ON THE REVOLVING COMMITMENT FOR BORROWING BASE
PURPOSES AND ALL PAYMENTS MADE BY AGENT (OR BY ANOTHER ISSUING BANK) ON SUCH
LETTERS OF CREDIT SHALL BE CONSIDERED AS ADVANCES UNDER THE REVOLVING NOTES.
THE OBLIGATIONS OF THE AGENT OR ANY OTHER ISSUING BANK ON SUCH LETTERS OF CREDIT
SHALL BE SECURED BY ALL OF THE COLLATERAL.
EACH LETTER OF CREDIT ISSUED FOR THE
ACCOUNT OF BORROWER HEREUNDER SHALL (I) BE IN FAVOR OF SUCH BENEFICIARIES AS
SPECIFICALLY REQUESTED BY BORROWER, (II) HAVE AN EXPIRATION DATE NOT EXCEEDING
THE EARLIER OF (A) TWO (2) YEARS FROM THE DATE OF THEIR ISSUANCE, OR (B) THE
MATURITY DATE, AND (III) CONTAIN SUCH OTHER TERMS AND PROVISIONS AS MAY BE
REQUIRED BY AGENT OR THE ISSUING BANK.
IN THE EVENT THAT AT THE MATURITY DATE
THERE ARE OUTSTANDING LETTERS OF CREDIT WITH EXPIRATION DATES BEYOND THE
-11-
MATURITY DATE, BORROWER AND BANKS AGREE THAT ALL COLLATERAL PLEDGED TO SECURE
THE NOTES AND THE OTHER OBLIGATIONS OF BORROWER HEREUNDER AND UNDER THE OTHER
DOCUMENTS EXECUTED IN CONNECTION