TO IMPOSE ANY RESERVES NOT PREVIOUSLY IMPOSED OR TO
ALTER THE MANNER IN WHICH PREVIOUSLY IMPOSED RESERVES ARE DETERMINED SHALL
REQUIRE PRIOR WRITTEN CONSENT OF THE BORROWERS.
THE REVOLVING LOAN, INCLUDING,
WITHOUT LIMITATION, THE ALTERNATIVE CURRENCY REVOLVING CREDIT SUBFACILITY, SHALL
BE REPAID IN FULL ON THE COMMITMENT TERMINATION DATE.
EACH BORROWER SHALL
EXECUTE AND DELIVER TO EACH REVOLVING LENDER A NOTE TO EVIDENCE THE TOTAL
REVOLVING LOAN COMMITMENT OF THAT REVOLVING LENDER.
EACH NOTE SHALL BE IN THE
MAXIMUM PRINCIPAL AMOUNT OF THE REVOLVING LOAN COMMITMENT OF THE APPLICABLE
REVOLVING LENDER, DATED THE CLOSING DATE AND SUBSTANTIALLY IN THE FORM OF
EXHIBIT 1.1(A)(I) (AS AMENDED, MODIFIED, EXTENDED, SUBSTITUTED OR REPLACED FROM
TIME TO TIME, EACH A "REVOLVING NOTE" AND, COLLECTIVELY, THE "REVOLVING
NOTES").
OTHER THAN PURSUANT TO SECTION 1.1(A)(II), IF THE AGGREGATE
OUTSTANDING REVOLVING LOAN (INCLUDING, WITHOUT LIMITATION, THE AMOUNT
OUTSTANDING UNDER THE ALTERNATIVE CURRENCY REVOLVING CREDIT SUBFACILITY) EXCEEDS
THE BORROWING BASE AS SET FORTH IN THE MOST RECENTLY DELIVERED BORROWING BASE
CERTIFICATE OR THE TOTAL AGGREGATE REVOLVING LOAN COMMITMENT OF ALL LENDERS (ANY
SUCH EXCESS AMOUNT OF REVOLVING LOAN IS HEREIN REFERRED TO AS AN "OVERADVANCE"),
LENDERS SHALL NOT BE OBLIGATED TO MAKE REVOLVING CREDIT ADVANCES, NO ADDITIONAL
LETTERS OF CREDIT SHALL BE ISSUED AND, EXCEPT AS PROVIDED IN SECTION 1.1(A)(II)
BELOW, THE REVOLVING LOAN MUST BE REPAID IMMEDIATELY AND/OR LETTERS OF CREDIT
CASH COLLATERALIZED IN AN AMOUNT SUFFICIENT TO ELIMINATE ANY OVERADVANCE.
ALL
OVERADVANCES SHALL CONSTITUTE INDEX RATE LOANS AND SHALL BEAR INTEREST PAYABLE
UPON DEMAND AT THE DEFAULT RATE.
FOR FUNDING REQUESTS FOR REVOLVING CREDIT
ADVANCES TO BE FUNDED AS INDEX RATE LOANS OF LESS THAN $5,000,000, WRITTEN
NOTICE MUST BE PROVIDED BY
2
1:00 P.M. (NEW YORK TIME) ON THE BUSINESS DAY ON WHICH THE REVOLVING CREDIT
ADVANCE IS TO BE MADE.
FOR FUNDING REQUESTS OF REVOLVING CREDIT ADVANCES TO BE
FUNDED AS INDEX RATE LOANS OF $5,000,000 OR GREATER, WRITTEN NOTICE MUST BE
PROVIDED BY 1:00 P.M. (NEW YORK TIME) ON THE BUSINESS DAY IMMEDIATELY PRECEDING
THE DAY ON WHICH THE REVOLVING CREDIT ADVANCE IS TO BE MADE.
ALL REVOLVING
CREDIT ADVANCES TO BE FUNDED AS LIBOR LOANS REQUIRE THREE (3) BUSINESS DAYS
PRIOR WRITTEN NOTICE. WRITTEN NOTICES FOR FUNDING REQUESTS SHALL BE IN THE FORM
ATTACHED AS EXHIBIT 1.1(A)(II) ("NOTICE OF REVOLVING CREDIT ADVANCE").
ANY LOAN
OR GROUP OF LOANS HAVING THE SAME PROPOSED LIBOR PERIOD TO BE MADE OR CONTINUED
AS, OR CONVERTED INTO, A LIBOR LOAN MUST BE IN A MINIMUM AMOUNT OF $5,000,000
AND INTEGRAL MULTIPLES OF $500,000 IN EXCESS OF SUCH AMOUNT.
(II)
IF BORROWER REPRESENTATIVE ON BEHALF OF BORROWERS REQUESTS THAT
REVOLVING LENDERS MAKE, OR PERMIT TO REMAIN OUTSTANDING AN OVERADVANCE, AGENT
MAY, IN ITS SOLE DISCRETION, ELECT TO MAKE, OR PERMIT TO REMAIN OUTSTANDING SUCH
OVERADVANCE; PROVIDED, HOWEVER, THAT AGENT MAY NOT CAUSE REVOLVING LENDERS TO
MAKE, OR PERMIT TO REMAIN OUTSTANDING, (A) A REVOLVING LOAN BALANCE IN EXCESS OF
THE MAXIMUM AMOUNT OR (B) AN OVERADVANCE IN AN AGGREGATE AMOUNT IN EXCESS OF
$10,000,000.
IF AN