PERIOD FROM THE DATE HEREOF UNTIL THE REVOLVING CREDIT
TERMINATION DATE IN AN AGGREGATE PRINCIPAL AMOUNT AT ANY TIME OUTSTANDING FOR
ALL SUCH LOANS BY SUCH LENDER NOT TO EXCEED SUCH LENDER'S REVOLVING CREDIT
COMMITMENT (LESS SUCH LENDER'S PARTICIPATION IN OUTSTANDING SWING LOANS AND L/C
OBLIGATIONS); PROVIDED, HOWEVER, THAT, AFTER GIVING EFFECT TO ANY BORROWING OF
REVOLVING LOANS, THE AGGREGATE PRINCIPAL AMOUNT OF ALL REVOLVING CREDIT
OUTSTANDINGS SHALL NOT EXCEED THE MAXIMUM REVOLVING LOAN BALANCE.
SUBJECT TO
THE OTHER TERMS AND CONDITIONS HEREOF, AMOUNTS UNDER THIS SECTION 2.1 MAY BE
BORROWED, REPAID AND REBORROWED FROM TIME TO TIME.
REVOLVING LOANS MAY BE BASE
RATE LOANS OR EURODOLLAR LOANS, AS FURTHER PROVIDED HEREIN.
THE "MAXIMUM
REVOLVING LOAN BALANCE" FROM TIME TO TIME MEANS THE LESSER OF:
43
(I)
THE BORROWING BASE (AS CALCULATED PURSUANT TO THE MOST
RECENT BORROWING BASE CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT) THEN IN
EFFECT, OR
(II)
THE AGGREGATE REVOLVING CREDIT COMMITMENTS THEN IN EFFECT.
If at any time the then outstanding Revolving Credit Outstandings exceed the
Maximum Revolving Loan Balance, then the Borrower shall immediately prepay
outstanding Swing Loans and then Revolving Loans in an amount sufficient to
eliminate such excess.
(B)
TERM LOAN COMMITMENTS.
ON THE TERMS AND SUBJECT TO THE
CONDITIONS CONTAINED IN THIS AGREEMENT, EACH TERM LOAN LENDER SEVERALLY, BUT NOT
JOINTLY, AGREES TO MAKE A LOAN (EACH A "TERM LOAN") IN DOLLARS TO THE BORROWER
ON THE CLOSING DATE, IN AN AMOUNT NOT TO EXCEED SUCH LENDER'S TERM LOAN
COMMITMENT.
AMOUNTS OF TERM LOANS PREPAID OR REPAID MAY NOT BE REBORROWED.
TERM LOANS MAY BE BASE RATE LOANS OR EURODOLLAR LOANS, AS FURTHER PROVIDED
HEREIN.
SECTION 2.2
BORROWING PROCEDURES.
(A)
NOTICE FROM THE BORROWER.
EACH BORROWING OF NEW LOANS SHALL BE MADE ON NOTICE GIVEN BY THE BORROWER TO THE
ADMINISTRATIVE AGENT NOT LATER THAN (I) 1:00 P.M. ON THE FIRST BUSINESS DAY, IN
THE CASE OF A BORROWING OF BASE RATE LOANS AND (II) 1:00 P.M. ON THE THIRD
BUSINESS DAY, IN THE CASE OF A BORROWING OF EURODOLLAR RATE LOANS, PRIOR TO THE
DATE OF THE PROPOSED BORROWING; PROVIDED, HOWEVER, THAT SUCH NOTICE MAY BE GIVEN
ON THE CLOSING DATE WITH RESPECT TO BORROWINGS OF BASE RATE LOANS TO BE MADE ON
THE CLOSING DATE.
EACH SUCH NOTICE MAY BE MADE IN A WRITING SUBSTANTIALLY IN
THE FORM OF EXHIBIT C (A "NOTICE OF BORROWING") DULY COMPLETED OR BY TELEPHONE
IF CONFIRMED PROMPTLY, BUT IN ANY EVENT WITHIN ONE BUSINESS DAY AND PRIOR TO
SUCH BORROWING, WITH A NOTICE OF BORROWING.
LOANS SHALL BE MADE AS BASE RATE
LOANS UNLESS, OUTSIDE OF A SUSPENSION PERIOD PURSUANT TO SECTION 2.15, THE
NOTICE OF BORROWING SPECIFIES THAT ALL OR A PORTION THEREOF SHALL BE EURODOLLAR
RATE LOANS.
EACH BORROWING SHALL BE IN AN AGGREGATE AMOUNT THAT IS AN INTEGRAL
MULTIPLE OF $500,000 OR MUST EQUAL THE REMAINING AVAILABILITY UNDER THE MAXIMUM
REVOLVING LOAN BALANCE THEN IN EFFECT.
(B) NOTICE TO EACH LENDER.
THE ADMINISTRATIVE AGENT SHALL GIVE TO EACH LENDER
PROMPT