SYNDICATION INTEREST OF ANY UNREIMBURSED SWINGLINE OUTSTANDINGS SHALL NEITHER
RELIEVE ANY OTHER LENDER OF ITS OBLIGATION HEREUNDER TO ADVANCE SUCH BORROWING
IN THE AMOUNT OF SUCH OTHER LENDER'S PROPORTIONATE SYNDICATION INTEREST OF SUCH
AMOUNT, NOR RELIEVE THE LENDER WHICH HAS FAILED TO FUND OF ITS OBLIGATIONS TO
BORROWERS HEREUNDER.
THE BORROWERS AGREE TO ACCEPT THE BORROWINGS FOR PAYMENT
OF SWINGLINE OUTSTANDINGS AS PROVIDED HEREINABOVE, WHETHER OR NOT SUCH
BORROWINGS COULD HAVE BEEN MADE PURSUANT TO THE TERMS OF ARTICLE III B OR ANY
OTHER SECTION OF THIS CREDIT AGREEMENT.
SECTION 2.09.
FEES.
A.
ON THE RESTATEMENT DATE AND ON EACH
OTHER APPLICABLE DATE, BORROWERS SHALL PAY THE FEES AS REQUIRED IN THE FEE SIDE
LETTER, EACH OF SUCH FEES TO BE RETAINED BY AGENT BANK OR DISTRIBUTED TO LENDERS
AS AGREED BETWEEN AGENT BANK AND EACH LENDER.
B.
BORROWERS SHALL PAY A QUARTERLY NONUSAGE
FEE (THE "COMMITMENT FEE") TO THE AGENT BANK FOR THE ACCOUNT OF LENDERS BASED ON
THE TOTAL LEVERAGE RATIO, CALCULATED AS OF EACH FISCAL QUARTER END FOLLOWING THE
RESTATEMENT DATE WITH REFERENCE TO THE BORROWER CONSOLIDATION, TO DETERMINE THE
APPLICABLE COMMITMENT PERCENTAGE DETERMINED AS SET FORTH IN TABLE TWO OF THE
DEFINITION OF APPLICABLE MARGIN.
AS OF THE RESTATEMENT DATE, THE COMMITMENT
PERCENTAGE SHALL BE SET AT TIER VI.
THE COMMITMENT FEE SHALL COMMENCE TO ACCRUE ON THE RESTATEMENT DATE AND SHALL BE
CALCULATED AS THE PRODUCT OF (I) THE APPLICABLE COMMITMENT PERCENTAGE MULTIPLIED
BY (II) THE DAILY AVERAGE OF THE AGGREGATE COMMITMENT LESS THE DAILY AVERAGE OF
THE FUNDED OUTSTANDINGS COMPUTED ON THE BASIS OF A THREE HUNDRED SIXTY (360) DAY
YEAR BASED ON THE NUMBER OF ACTUAL DAYS ELAPSED.
EACH COMMITMENT FEE SHALL BE
PAYABLE IN ARREARS ON A QUARTERLY BASIS ON OR BEFORE THE FIFTH (5TH) DAY
FOLLOWING RECEIPT BY BORROWERS OF AN INVOICE FROM AGENT BANK SETTING FORTH THE
AMOUNT OF SUCH COMMITMENT FEE FOR EACH APPLICABLE FISCAL QUARTER, AND UPON BANK
FACILITIES TERMINATION.
EACH COMMITMENT FEE SHALL BE PROMPTLY DISTRIBUTED BY
AGENT BANK TO LENDERS IN PROPORTION TO THEIR RESPECTIVE SYNDICATION INTERESTS IN
THE CREDIT FACILITY, AS IN EFFECT FROM TIME TO TIME DURING EACH APPLICABLE
FISCAL QUARTER.
81
C.
LETTER OF CREDIT FEES.
(I)
AS OF THE RESTATEMENT DATE, BORROWERS
HAVE PAID ALL LETTER OF CREDIT FEES DUE THROUGH THE STATED EXPIRY DATE OF EACH
LETTER OF CREDIT OUTSTANDING UNDER THE EXISTING CREDIT AGREEMENT, EXCEPT WITH
RESPECT TO THE PIDI LICENSE LETTER OF CREDIT WHICH IS PAID THROUGH SEPTEMBER 27,
2006.
WITH RESPECT TO ALL LETTERS OF CREDIT ISSUED HEREUNDER FOR THE PERIOD
FROM AND INCLUDING THE DAY EACH SUCH LETTER OF CREDIT IS ISSUED TO, BUT
EXCLUDING, THE APPLICABLE STATED EXPIRY DATE AND WITH RESPECT TO THE PIDI
LICENSE LETTER OF CREDIT FOR THE PERIOD FROM SEPTEMBER 28, 2006 TO, BUT
EXCLUDING THE STATED EXPIRY DATE OF THE PIDI LICENSE LETTER OF CREDIT, THE
BORROWERS SHALL PAY TO THE AGENT BANK A LETTER OF CREDIT FEE ("L/C FEE") EQUAL
TO THE GREATER OF FIVE HUNDRED DOLLARS ($500.00) OR