SPECIFYING THE DATE AND AMOUNT OF
THE PREPAYMENT AND CERTIFYING THAT, FOLLOWING SUCH PREPAYMENT, THE BORROWER WILL
BE IN COMPLIANCE WITH THE TERMS OF THIS AGREEMENT; PROVIDED, THAT NO SUCH
REDUCTION SHALL BE GIVEN EFFECT UNLESS THE BORROWER HAS COMPLIED WITH THE TERMS
OF ANY HEDGING AGREEMENT REQUIRING THAT ONE OR MORE HEDGE TRANSACTIONS BE
TERMINATED IN WHOLE OR IN PART AS THE RESULT OF ANY SUCH PREPAYMENT OF THE
ADVANCES OUTSTANDING, AND THE BORROWER HAS PAID ALL HEDGE BREAKAGE COSTS OWING
TO THE RELEVANT HEDGE COUNTERPARTY FOR ANY SUCH TERMINATION.
IF ANY BORROWER
NOTICE RELATING TO ANY PREPAYMENT IS GIVEN, THE AMOUNT SPECIFIED IN SUCH
BORROWER NOTICE SHALL BE DUE AND PAYABLE ON THE DATE SPECIFIED THEREIN, TOGETHER
WITH ACCRUED INTEREST TO THE PAYMENT DATE ON THE AMOUNT PREPAID AND ANY BREAKAGE
COSTS (INCLUDING HEDGE BREAKAGE COSTS) RELATED THERETO.
ANY PARTIAL PREPAYMENT
BY THE BORROWER OF ADVANCES HEREUNDER, OTHER THAN WITH RESPECT TO MANDATORY
PREPAYMENTS, SHALL BE IN A MINIMUM AMOUNT OF $500,000 WITH INTEGRAL MULTIPLES OF
$100,000
39
ABOVE SUCH AMOUNT.
ANY AMOUNT SO PREPAID MAY, SUBJECT TO THE TERMS AND
CONDITIONS HEREOF, BE REBORROWED DURING THE REVOLVING PERIOD.
A BORROWER NOTICE
RELATING TO ANY SUCH PREPAYMENT SHALL BE IRREVOCABLE WHEN DELIVERED.
SECTION 2.4
PRINCIPAL REPAYMENTS.
(A)
THE ADVANCES OUTSTANDING SHALL BE DUE AND PAYABLE IN ACCORDANCE
WITH SECTION 2.8 ON THE MATURITY DATE.
IN ADDITION, ADVANCES OUTSTANDING SHALL
BE REPAID AS AND WHEN NECESSARY TO CAUSE THE BORROWING BASE TEST TO BE MET, IN
ACCORDANCE WITH SECTION 2.8 (EACH SUCH PAYMENT, A "MANDATORY PREPAYMENT"), AND
ANY AMOUNT SO REPAID MAY, SUBJECT TO THE TERMS AND CONDITIONS HEREOF, BE
REBORROWED HEREUNDER DURING THE REVOLVING PERIOD.
(B)
ALL REPAYMENTS OF ANY ADVANCE OR ANY PORTION THEREOF SHALL BE MADE
TOGETHER WITH PAYMENT OF (I) ALL INTEREST ACCRUED AND UNPAID ON THE AMOUNT
REPAID TO (BUT EXCLUDING) THE DATE OF SUCH REPAYMENT, (II) ANY AND ALL BREAKAGE
COSTS, AND (III) ALL HEDGE BREAKAGE COSTS AND ANY OTHER AMOUNTS PAYABLE BY THE
BORROWER UNDER OR WITH RESPECT TO ANY HEDGING AGREEMENT.
Section 2.5
The Notes.
(A)
THE ADVANCES MADE BY THE LENDERS HEREUNDER SHALL BE EVIDENCED BY A
DULY EXECUTED PROMISSORY NOTE OF THE BORROWER PAYABLE TO EACH MANAGING AGENT, ON
BEHALF OF THE APPLICABLE LENDERS IN THE RELATED LENDER GROUP, IN SUBSTANTIALLY
THE FORM OF EXHIBIT B HERETO (COLLECTIVELY, THE "NOTES").
THE NOTES SHALL BE
DATED THE EFFECTIVE DATE, OR, IF LATER, THE DATE ON WHICH A LENDER BECOMES PARTY
TO THIS AGREEMENT AND SHALL BE IN A MAXIMUM PRINCIPAL AMOUNT EQUAL TO THE
APPLICABLE LENDER GROUP'S GROUP ADVANCE LIMIT, AND SHALL OTHERWISE BE DULY
COMPLETED.
(B)
EACH MANAGING AGENT IS HEREBY AUTHORIZED TO ENTER ON A SCHEDULE
ATTACHED TO ITS NOTES THE FOLLOWING NOTATIONS (WHICH MAY BE COMPUTER GENERATED)
WITH RESPECT TO EACH ADVANCE MADE BY EACH LENDER IN THE APPLICABLE LENDER
GROUP:
(I) THE DATE AND PRINCIPAL AMOUNT THEREOF AND (II) EACH PAYMENT AND
REPAYMENT OF PRINCIPAL THEREOF, AND ANY SUCH RECORDATION SHALL CONSTITUTE PRIMA
FACIE EVIDENCE