COMMITMENT PERIOD IN AN AGGREGATE PRINCIPAL AMOUNT AT ANY
ONE TIME OUTSTANDING NOT TO EXCEED $20,000,000; PROVIDED THAT THE SWING LINE
LENDER SHALL NOT MAKE ANY SWING LINE LOAN IF, AFTER GIVING EFFECT THERETO, THE
SUM OF THE SWING LINE LOANS, THE REVOLVING CREDIT LOANS AND THE LETTER OF CREDIT
OBLIGATIONS
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(IN EACH CASE AFTER GIVING EFFECT TO THE LOANS REQUESTED TO BE MADE AND THE
LETTERS OF CREDIT REQUESTED TO BE ISSUED ON SUCH DATE) EXCEEDS THE AGGREGATE
REVOLVING CREDIT COMMITMENTS.
DURING THE REVOLVING CREDIT COMMITMENT PERIOD,
THE BORROWER MAY USE THE SWING LINE COMMITMENT BY BORROWING, PREPAYING THE SWING
LINE LOANS IN WHOLE OR IN PART, AND REBORROWING, ALL IN ACCORDANCE WITH THE
TERMS AND CONDITIONS HEREOF.
ALL SWING LINE LOANS SHALL BE MADE AS ABR LOANS
AND SHALL NOT BE ENTITLED TO BE CONVERTED INTO EURODOLLAR LOANS.
THE BORROWER
SHALL GIVE THE SWING LINE LENDER IRREVOCABLE NOTICE (WHICH NOTICE MUST BE
RECEIVED BY THE SWING LINE LENDER PRIOR TO 12:00 NOON, NEW YORK CITY TIME) ON
THE REQUESTED BORROWING DATE SPECIFYING THE AMOUNT OF THE REQUESTED SWING LINE
LOAN WHICH SHALL BE IN A MINIMUM AMOUNT OF $100,000 OR A WHOLE MULTIPLE OF
$100,000 IN EXCESS THEREOF.
THE PROCEEDS OF THE SWING LINE LOAN WILL BE MADE
AVAILABLE BY THE SWING LINE LENDER TO THE BORROWER AT THE HOUSTON OFFICE OF THE
SWING LINE LENDER SET FORTH IN SUBSECTION 11.2, OR AT SUCH OTHER ADDRESS THE
SWING LINE LENDER SHALL DESIGNATE IN WRITING TO THE BORROWER FROM TIME TO TIME
IN ACCORDANCE WITH SUBSECTION 11.2, BY 3:00 P.M., NEW YORK CITY TIME, ON THE
BORROWING DATE BY CREDITING THE ACCOUNT OF THE BORROWER AT SUCH OFFICE WITH SUCH
PROCEEDS.
THE BORROWER MAY AT ANY TIME AND FROM TIME TO TIME PREPAY THE SWING
LINE LOANS, IN WHOLE OR IN PART, WITHOUT PREMIUM OR PENALTY, BY NOTIFYING THE
SWING LINE LENDER PRIOR TO 12:00 NOON, NEW YORK CITY TIME, ON ANY BUSINESS DAY
OF THE DATE AND AMOUNT OF PREPAYMENT.
IF ANY SUCH NOTICE IS GIVEN, THE AMOUNT
SPECIFIED IN SUCH NOTICE SHALL BE DUE AND PAYABLE ON THE DATE SPECIFIED
THEREIN.
PARTIAL PREPAYMENTS SHALL BE IN AN AGGREGATE PRINCIPAL AMOUNT OF
$100,000 OR A WHOLE MULTIPLE OF $100,000 IN EXCESS THEREOF.
(B)
THE SWING LINE LENDER, AT ANY TIME IN ITS SOLE AND ABSOLUTE
DISCRETION, MAY, ON BEHALF OF THE BORROWER (WHICH HEREBY IRREVOCABLY DIRECTS THE
SWING LINE LENDER TO ACT ON ITS BEHALF) REQUEST EACH REVOLVING LENDER, INCLUDING
THE SWING LINE LENDER, TO MAKE A REVOLVING CREDIT LOAN WHICH IS AN ABR LOAN IN
AN AMOUNT EQUAL TO SUCH LENDER'S REVOLVING CREDIT COMMITMENT PERCENTAGE OF THE
AMOUNT OF THE SWING LINE LOANS OUTSTANDING ON THE DATE SUCH NOTICE IS GIVEN (THE
"REFUNDED SWING LINE LOANS").
UNLESS ANY OF THE EVENTS DESCRIBED IN PARAGRAPH
(H) OF SECTION 9 SHALL HAVE OCCURRED WITH RESPECT TO THE BORROWER (IN WHICH
EVENT THE PROCEDURES OF PARAGRAPH (D) OF THIS SUBSECTION 2.8 SHALL APPLY), EACH
REVOLVING LENDER SHALL MAKE