IF THE REVOLVING LOAN PROCEEDS CORRESPONDING TO THAT AMOUNT ARE
ADVANCED TO THE BORROWER BY THE ADMINISTRATIVE AGENT BUT ARE NOT IN FACT
DEPOSITED WITH THE ADMINISTRATIVE AGENT BY SUCH LENDER ON OR PRIOR TO THE
APPLICABLE FUNDING DATE, SUCH LENDER AGREES TO PAY, AND IN ADDITION THE BORROWER
AGREES TO REPAY, TO THE ADMINISTRATIVE AGENT FORTHWITH ON DEMAND SUCH
CORRESPONDING AMOUNT, TOGETHER WITH INTEREST THEREON, FOR EACH DAY FROM THE DATE
SUCH AMOUNT IS DISBURSED TO OR FOR THE BENEFIT OF THE BORROWER UNTIL THE DATE
SUCH AMOUNT IS PAID OR REPAID TO THE ADMINISTRATIVE AGENT, (A) IN THE CASE OF
THE BORROWER, AT THE INTEREST RATE APPLICABLE TO SUCH BORROWING AND (B) IN THE
CASE OF SUCH LENDER, AT THE FEDERAL FUNDS RATE FOR THE FIRST BUSINESS DAY, AND
THEREAFTER AT THE INTEREST RATE APPLICABLE TO SUCH BORROWING.
IF SUCH LENDER
SHALL PAY TO THE ADMINISTRATIVE AGENT THE CORRESPONDING AMOUNT, THE AMOUNT SO
PAID SHALL CONSTITUTE SUCH LENDER'S REVOLVING LOAN, AND IF BOTH SUCH LENDER AND
THE BORROWER SHALL PAY AND REPAY SUCH CORRESPONDING AMOUNT, THE ADMINISTRATIVE
AGENT SHALL PROMPTLY PAY TO THE BORROWER SUCH CORRESPONDING AMOUNT.
THIS
SECTION 2.01(C)(II) DOES NOT RELIEVE ANY LENDER OF ITS OBLIGATION TO MAKE ITS
REVOLVING LOAN ON ANY FUNDING DATE; NOR DOES THIS SECTION RELIEVE THE BORROWER
OF ITS OBLIGATION TO PAY OR REPAY ANY LENDER FUNDING ITS REVOLVING LOAN PURSUANT
TO THIS SECTION INTEREST ON SUCH REVOLVING LOAN FROM SUCH FUNDING DATE UNTIL THE
DATE ON WHICH SUCH REVOLVING LOAN IS REPAID IN FULL.
(D)
REPAYMENT OF REVOLVING LOANS.
THE REVOLVING LOAN COMMITMENTS
SHALL TERMINATE, AND ALL OUTSTANDING REVOLVING LOANS SHALL BE PAID IN FULL, ON
THE REVOLVING LOAN COMMITMENT TERMINATION DATE (OR ON JUNE 2, 2003, BUT ONLY IF
THE CLOSING DATE SHALL NOT HAVE OCCURRED ON OR PRIOR TO SUCH DATE).
2.02
SWING LOANS.
(A)
SWING LOANS.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN, THE SWING LOAN LENDER MAY, IN ITS SOLE DISCRETION, MAKE LOANS (THE
"SWING LOANS") TO THE BORROWER, FROM TIME TO TIME AFTER THE CLOSING DATE AND
PRIOR TO THE REVOLVING LOAN COMMITMENT TERMINATION DATE, UP TO AN AGGREGATE
PRINCIPAL AMOUNT AT ANY ONE TIME OUTSTANDING WHICH SHALL NOT EXCEED AN AMOUNT
EQUAL TO $5,000,000.
THE SWING LOAN LENDER SHALL HAVE NO DUTY TO MAKE OR TO
CONTINUE
24
to make Swing Loans.
All Swing Loans shall be payable on demand with accrued
interest thereon and shall otherwise be subject to all the terms and conditions
applicable to Revolving Loans, except that (x) Swing Loans shall not have a
minimum amount requirement and (y) all interest on the Swing Loans made by the
Swing Loan Lender shall be payable to the Swing Loan Lender solely for its own
account.
(B)
NOTICE OF BORROWING.
WHEN THE BORROWER DESIRES TO BORROW UNDER
THIS SECTION 2.02, IT SHALL DELIVER TO THE ADMINISTRATIVE AGENT AN IRREVOCABLE
NOTICE OF BORROWING, SIGNED BY IT, NO LATER THAN 3:00 P.M. (CHARLOTTE TIME) ON
THE DAY OF THE PROPOSED BORROWING