CAPITAL AND
SURPLUS IN EXCESS OF $50,000,000.00; AND
(E)
COMMERCIAL PAPER OF A DOMESTIC ISSUER IF AT
THE TIME OF PURCHASE SUCH PAPER IS RATED IN ONE OF THE TWO HIGHEST RATING
CATEGORIES OF STANDARD AND POOR'S CORPORATION OR MOODY'S INVESTORS SERVICE.
SECTION 5.10.
CAPITAL EXPENDITURES.
PERMIT THE AGGREGATE CAPITAL
EXPENDITURES OF BORROWER AND ITS SUBSIDIARIES TO EXCEED $500,000 ON AN ANNUAL
BASIS DURING THE TERM OF THIS AGREEMENT.
SECTION 5.11.
GOVERNMENT REGULATION.
(1) BE OR BECOME SUBJECT AT ANY TIME
TO ANY LAW, REGULATION, OR LIST OF ANY GOVERNMENT AGENCY (INCLUDING, WITHOUT
LIMITATION, THE U.S. OFFICE OF FOREIGN ASSET CONTROL LIST) THAT PROHIBITS OR
LIMITS BANK FROM MAKING ANY ADVANCE OR EXTENSION OF CREDIT TO BORROWER OR FROM
OTHERWISE CONDUCTING BUSINESS WITH BORROWER, OR (2) FAIL TO PROVIDE DOCUMENTARY
AND OTHER EVIDENCE OF BORROWER'S IDENTITY AS MAY BE REQUESTED BY BANK AT ANY
TIME TO ENABLE BANK TO VERIFY BORROWER'S IDENTITY OR TO COMPLY WITH ANY
APPLICABLE LAW OR REGULATION, INCLUDING, WITHOUT LIMITATION, SECTION 326 OF THE
USA PATRIOT ACT OF 2001, 31 U.S.C. SECTION 5318.
SECTION 5.12.
CHANGE OF CHIEF EXECUTIVE OFFICER. CAUSE OR PERMIT THE CHIEF
EXECUTIVE OFFICER OF THE BORROWER TO CEASE BEING DIRECTLY INVOLVED IN THE
EXECUTIVE MANAGEMENT OF THE BORROWER (AS CHIEF EXECUTIVE OFFICER, OR OTHERWISE)
WITHOUT NOTIFYING THE BANK IN WRITING ("CEO CHANGE NOTICE") OF THE OCCURRENCE OF
SUCH EVENT WITHIN FIVE (5) BUSINESS DAYS AFTER SUCH OCCURRENCE ("CHANGE NOTICE
PERIOD").
UPON DELIVERY OF SUCH NOTICE TO THE BANK, THE BORROWER MAY, FOR A
PERIOD OF 90 DAYS FROM THE DATE OF SUCH NOTICE (THE "SUBSTITUTION PERIOD"), SEEK
A QUALIFIED REPLACEMENT FOR THE CHIEF EXECUTIVE OFFICER THAT IS REASONABLY
ACCEPTABLE TO THE BANK. IF THE BORROWER FAILS TO PROVIDE THE CEO CHANGE NOTICE,
OR FAILS TO FIND A QUALIFIED REPLACEMENT REASONABLY ACCEPTABLE TO THE BANK
WITHIN THE SUBSTITUTION PERIOD, THEN THE BANK MAY ELECT TO (I) TERMINATE THE
COMMITMENT BY SO NOTIFYING THE BORROWER IN WRITING (SUCH NOTICE BEING REFERRED
TO HEREIN AS THE "TERMINATION NOTICE") WITHIN THIRTY (30) DAYS AFTER THE
EXPIRATION DATE OF THE SUBSTITUTION PERIOD (OR, IN THE CASE OF A FAILURE OF
BORROWER TO TIMELY PROVIDE THE CEO CHANGE NOTICE, AT ANY TIME AFTER THE OF END
OF CHANGE NOTICE PERIOD), AND (II) ACCELERATE THE TERMINATION DATE TO A DATE
WHICH IS THIRTY (30) DAYS AFTER THE DATE OF THE TERMINATION NOTICE.
10
ARTICLE VI.
EVENTS OF DEFAULT AND REMEDIES
SECTION 6.01.
EVENTS OF DEFAULT.
EACH OF THE FOLLOWING IS AN "EVENT OF
DEFAULT":
(A)
ANY OBLIGOR FAILS TO PAY ANY PRINCIPAL OF
THE NOTE AS AND WHEN DUE; OR
(B)
ANY OBLIGOR FAILS TO PAY ANY INTEREST ON THE
NOTE OR ANY OTHER OBLIGATION UNDER ANY LOAN DOCUMENT AS AND WHEN DUE AND SUCH
FAILURE REMAINS UNREMEDIED FOR FIVE (5) DAYS; OR
(C)
ANY OBLIGOR OR ANY SUBSIDIARY OF BORROWER
FAILS TO PAY AT MATURITY, OR WITHIN ANY APPLICABLE PERIOD OF GRACE, ANY
PRINCIPAL OF OR INTEREST ON ANY OTHER BORROWED MONEY OBLIGATION IN EXCESS OF
$250,000;