of Five Million Dollars ($5,000,000).
SECTION 2.02.
Procedure for Borrowing.
The Borrowers shall give irrevocable
written notice to the Lender prior to 11:00 a.m., New York City time, on the
Closing Date of their intention to borrow the Loan, which notice shall state
that the Lender shall make payment to the Borrowers by wire transfer to
specified account(s) of the Borrowers (or such other account(s) of any third
party) designated in such notice.
If the terms and conditions hereof have been
met to the satisfaction of the Lender, by 4:00 p.m. on the Closing Date, the
Lender shall make available to the Borrowers (or such third party) in the manner
specified by the Borrowers in such notice the amount of the Loan in immediately
available funds.
SECTION 2.03.
THE NOTE.
THE LOAN SHALL BE (A) EVIDENCED BY THE NOTE,
(B) PAYABLE TO THE ORDER OF THE LENDER IN THE PRINCIPAL AMOUNT OF FIVE MILLION
DOLLARS ($5,000,000), (C) DATED THE CLOSING DATE AND (D) STATED TO MATURE ON
JULY 19, 2009.
ON THE MATURITY DATE OF THE NOTE, THE FULL PRINCIPAL AMOUNT OF
THE LOAN THEN OUTSTANDING SHALL BE DUE AND PAYABLE TOGETHER WITH ALL ACCRUED BUT
UNPAID INTEREST, FEES AND OTHER AMOUNTS DUE AND PAYABLE HEREUNDER.
THE NOTE
SHALL BEAR INTEREST ON THE UNPAID PRINCIPAL AMOUNTS THEREOF AT THE APPLICABLE
INTEREST RATE PER ANNUM SPECIFIED IN SECTION 3.01.
INTEREST ON THE NOTE SHALL
BE PAYABLE AS SPECIFIED IN SECTION 3.01.
ARTICLE III
GENERAL PROVISIONS RELATING TO THE LOAN
SECTION 3.01.
INTEREST RATES AND PAYMENT DATES.
(A) THE LOAN SHALL BEAR
INTEREST ON THE UNPAID PRINCIPAL AMOUNT THEREOF FOR THE PERIOD FROM AND
INCLUDING THE CLOSING DATE TO AND INCLUDING THE TERMINATION DATE, AT A FIXED
RATE PER ANNUM EQUAL TO NINE PERCENT (9%) PER ANNUM.
UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT THE PRINCIPAL OF THE LOAN SHALL,
UNTIL SUCH EVENT OF DEFAULT HAS BEEN CURED, REMEDIED OR WAIVED BY THE LENDER,
BEAR INTEREST AT A RATE PER ANNUM OF ELEVEN PERCENT (11%) PER ANNUM CALCULATED
ON THE BASIS OF A 360-DAY YEAR FOR THE ACTUAL NUMBER OF DAYS ELAPSED.
(B)
INTEREST SHALL BE PAYABLE QUARTERLY IN ARREARS COMMENCING ON
SEPTEMBER 29, 2006, ON EACH INTEREST PAYMENT DATE THEREAFTER, UPON PREPAYMENT OF
THE LOAN IN PART PURSUANT TO SECTION 3.02 AND UPON PAYMENT IN FULL OF THE LOAN.
SECTION 3.02.
OPTIONAL AND MANDATORY PREPAYMENTS.
(A) THE BORROWERS SHALL HAVE
THE RIGHT, FROM TIME TO TIME, TO PREPAY THE OUTSTANDING LOAN, EITHER IN WHOLE OR
IN PART, BY PAYMENT OF (I) THE PRINCIPAL AMOUNT OF THE LOAN OR PORTION THEREOF
TO BE PREPAID AND (II) ALL ACCRUED BUT UNPAID INTEREST ON THE PRINCIPAL AMOUNT
OR PORTION THEREOF TO BE PREPAID.
ANY OPTIONAL PARTIAL PREPAYMENT OF THE LOAN
SHALL BE IN THE MINIMUM PRINCIPAL AMOUNT OF TWO HUNDRED FIFTY THOUSAND DOLLARS
($250,000) OR AN INTEGRAL MULTIPLE THEREOF.
NOTWITHSTANDING THE FOREGOING, NO
PREPAYMENT OF THE LOAN SHALL BE MADE WITHOUT THE WRITTEN CONSENT OF THE AGENT
UNLESS