IN THE UCC.
(N)
UNLESS OTHERWISE SPECIFIED HEREIN, ANY LIEN CREATED OR PURPORTED
TO BE CREATED HEREBY OR BY OR PURSUANT TO ANY LOAN DOCUMENT IN FAVOR OF THE
ADMINISTRATIVE AGENT AND EACH PAYMENT MADE TO THE ADMINISTRATIVE AGENT, IS AND
SHALL BE DEEMED TO HAVE BEEN CREATED IN FAVOR OF THE ADMINISTRATIVE AGENT, FOR
ITS BENEFIT AS ADMINISTRATIVE AGENT AND FOR THE RATABLE BENEFIT OF THE LENDERS,
OR MADE TO AND RECEIVED BY THE ADMINISTRATIVE AGENT FOR THE RATABLE BENEFIT OF
THE LENDERS.
(O)
WHEN USED WITHOUT OTHER DESIGNATION OF OWNERSHIP, THE TERM
"SUBSIDIARY" MEANS A SUBSIDIARY OF SYRATECH.
SECTION 1.3
EXHIBITS AND SCHEDULES.
ALL EXHIBITS AND SCHEDULES
ATTACHED HERETO ARE BY REFERENCE MADE A PART HEREOF.
31
ARTICLE 2
REVOLVING CREDIT FACILITY
SECTION 2.1
REVOLVING CREDIT LOANS.
UPON THE TERMS AND SUBJECT TO
THE CONDITIONS OF, AND IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES MADE
UNDER, THIS AGREEMENT, EACH LENDER AGREES, SEVERALLY BUT NOT JOINTLY, TO MAKE
REVOLVING CREDIT LOANS TO THE BORROWER FROM TIME TO TIME FROM THE EFFECTIVE DATE
TO BUT NOT INCLUDING THE TERMINATION DATE, AS REQUESTED OR DEEMED REQUESTED BY
THE BORROWER IN ACCORDANCE WITH THE PROVISIONS OF SECTION 2.2, IN AMOUNTS EQUAL
TO SUCH LENDER'S PROPORTIONATE SHARE OF EACH REVOLVING CREDIT LOAN REQUESTED OR
DEEMED REQUESTED HEREUNDER, UP TO AN AGGREGATE AMOUNT AT ANY ONE TIME
OUTSTANDING EQUAL TO SUCH LENDER'S COMMITMENT PERCENTAGE OF THE LESSER OF (I)
THE REVOLVING CREDIT FACILITY LESS THE RESERVES AND (II) THE BORROWING BASE;
PROVIDED, HOWEVER, THAT NO BORROWING OF A REVOLVING CREDIT LOAN SHALL EXCEED THE
REVOLVING CREDIT AVAILABILITY AT THE TIME AND THE AGGREGATE PRINCIPAL AMOUNT OF
ALL OUTSTANDING LOANS UNDER THE REVOLVING CREDIT FACILITY (AFTER GIVING EFFECT
TO THE LOANS REQUESTED) SHALL NOT EXCEED THE BORROWING BASE.
IT IS EXPRESSLY
UNDERSTOOD AND AGREED THAT THE LENDERS MAY AND INTEND TO USE THE BORROWING BASE
AS A MAXIMUM CEILING ON LOANS MADE TO THE BORROWER UNDER THE REVOLVING CREDIT
FACILITY; PROVIDED, HOWEVER, THAT IT IS AGREED THAT SHOULD THE AGGREGATE
OUTSTANDING AMOUNT OF SUCH LOANS EXCEED THE CEILING SO DETERMINED OR ANY OTHER
LIMITATION SET FORTH IN THIS AGREEMENT, SUCH LOANS SHALL NEVERTHELESS CONSTITUTE
SECURED OBLIGATIONS AND, AS SUCH, SHALL BE ENTITLED TO ALL BENEFITS THEREOF AND
SECURITY THEREFOR.
THE PRINCIPAL AMOUNT OF ANY LOAN MADE UNDER THE REVOLVING
CREDIT FACILITY WHICH IS REPAID MAY, SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, BE REBORROWED BY THE BORROWER IN ACCORDANCE WITH THE TERMS OF THIS
SECTION 2.1.
THE ADMINISTRATIVE AGENT'S AND EACH LENDER'S BOOKS AND RECORDS
REFLECTING THE DATE AND THE AMOUNT OF EACH LOAN MADE UNDER THE REVOLVING CREDIT
FACILITY AND EACH REPAYMENT OF PRINCIPAL THEREOF SHALL CONSTITUTE PRIMA FACIE
EVIDENCE OF THE ACCURACY OF THE INFORMATION CONTAINED THEREIN, SUBJECT TO THE
PROVISIONS OF SECTION 4.8.
SECTION 2.2
MANNER OF BORROWING REVOLVING CREDIT LOANS.
BORROWINGS
UNDER THE REVOLVING CREDIT FACILITY SHALL BE MADE AS FOLLOWS:
(A)
REQUESTS FOR BORROWING.
(I)
BASE RATE LOANS.
UNLESS THE BORROWER SHALL PREVIOUSLY HAVE
REQUESTED A LIBOR