advances (each a "Revolving Credit Advance") to
the Borrowers from time to time on any Business Day during the period from the
Closing Date until the Termination Date in an amount for each such Advance not
to exceed such Lender's Unused Revolving Credit Commitment at such time. Each
Revolving Credit Borrowing shall be in an aggregate amount of $5 million or an
integral multiple of $1 million in excess thereof (other than a Borrowing the
proceeds of which shall be used solely to repay or prepay in full outstanding
Swing Line Advances or outstanding Letter of Credit Advances in accordance with
the terms hereof) and shall consist of Revolving Credit Advances made
simultaneously by the Lenders ratably according to their Revolving Credit
Commitments. Within the limits of each Lender's Unused Revolving Credit
Commitment in effect from time to time, the Borrowers may borrow under this
Section 2.01(a), prepay pursuant to Section 2.06(a) and reborrow under this
Section 2.01(a).
(B)
THE SWING LINE ADVANCES. THE SWING LINE BANK AGREES ON THE TERMS
AND CONDITIONS HEREINAFTER SET FORTH, TO MAKE SWING LINE ADVANCES TO THE
BORROWERS FROM TIME TO TIME ON ANY BUSINESS DAY DURING THE PERIOD FROM THE
CLOSING DATE UNTIL THE TERMINATION DATE (I) IN AN AGGREGATE AMOUNT NOT TO EXCEED
AT ANY TIME OUTSTANDING THE SWING LINE COMMITMENT (THE "SWING LINE FACILITY")
AND (II) IN AN AMOUNT FOR EACH SUCH SWING LINE BORROWING NOT TO EXCEED THE
AGGREGATE OF THE UNUSED REVOLVING CREDIT COMMITMENTS OF THE LENDERS AT SUCH
TIME. NO SWING LINE ADVANCE SHALL BE USED FOR THE PURPOSE OF FUNDING THE PAYMENT
OF PRINCIPAL OF ANY OTHER SWING LINE ADVANCE. EACH SWING LINE BORROWING SHALL BE
MADE AS A BASE RATE ADVANCE. WITHIN THE LIMITS OF THE SWING LINE FACILITY AND
WITHIN THE LIMITS REFERRED TO IN CLAUSE (II) ABOVE, THE BORROWERS MAY BORROW
UNDER THIS SECTION 2.01(B), REPAY PURSUANT TO SECTION 2.04(C) OR PREPAY PURSUANT
TO SECTION 2.06(A) AND REBORROW UNDER THIS SECTION 2.01(B).
(C)
THE LETTERS OF CREDIT. PRIOR TO THE CLOSING DATE, CITIBANK, N.A.
HAS ISSUED THE EXISTING LETTERS OF CREDIT, WHICH, FROM AND AFTER THE CLOSING
DATE, SHALL CONSTITUTE LETTERS OF CREDIT HEREUNDER. THE ISSUING BANK AGREES, ON
THE TERMS AND CONDITIONS HEREINAFTER SET FORTH, TO ISSUE (OR CAUSE ITS AFFILIATE
THAT IS A COMMERCIAL BANK TO ISSUE ON ITS BEHALF) LETTERS OF CREDIT (THE LETTERS
OF CREDIT ISSUED ON OR AFTER THE CLOSING DATE PURSUANT TO THIS AGREEMENT,
TOGETHER WITH THE EXISTING LETTERS OF CREDIT, COLLECTIVELY, THE "LETTERS OF
CREDIT") IN U.S. DOLLARS FOR THE ACCOUNT OF THE BORROWERS OR, SUBJECT TO THE
SECOND PROVISO IN THIS SENTENCE BELOW, FOR THE BENEFIT OF G-I HOLDINGS FROM TIME
TO TIME ON ANY BUSINESS DAY DURING THE PERIOD FROM THE CLOSING DATE UNTIL 30
DAYS BEFORE THE FIFTH ANNIVERSARY OF THE CLOSING DATE IN RESPECT OF THE
REVOLVING CREDIT FACILITY IN AN AGGREGATE AVAILABLE AMOUNT, AFTER GIVING EFFECT
TO THE PROPOSED LETTER OF CREDIT
37
(I) FOR ALL LETTERS OF CREDIT NOT TO