PAYABLE
MONTHLY ON THE LAST BUSINESS DAY OF EACH MONTH THROUGH THE LAST DAY OF SUCH
MONTH.
IN COMPUTING INTEREST ON THE OBLIGATIONS, ALL PAYMENTS RECEIVED AFTER
12:00 P.M. PACIFIC TIME ON ANY DAY SHALL BE DEEMED RECEIVED ON THE NEXT BUSINESS
DAY.
IN ADDITION, SO LONG AS ANY PRINCIPAL OR INTEREST WITH RESPECT TO ANY
CREDIT EXTENSION REMAINS OUTSTANDING, BANK SHALL BE ENTITLED TO CHARGE BORROWER
A "FLOAT" CHARGE IN AN AMOUNT EQUAL TO THREE (3) BUSINESS DAYS INTEREST, AT THE
INTEREST RATE APPLICABLE TO THE CREDIT EXTENSIONS, ON ALL PAYMENTS RECEIVED BY
BANK.
THE FLOAT CHARGE FOR EACH MONTH SHALL BE PAYABLE ON THE LAST BUSINESS DAY
OF EACH MONTH.
BANK SHALL NOT, HOWEVER, BE REQUIRED TO CREDIT BORROWER'S
ACCOUNT FOR THE AMOUNT OF ANY ITEM OF PAYMENT WHICH IS UNSATISFACTORY TO BANK IN
ITS GOOD FAITH BUSINESS JUDGMENT, AND BANK MAY CHARGE BORROWER'S DESIGNATED
DEPOSIT ACCOUNT FOR THE AMOUNT OF ANY ITEM OF PAYMENT WHICH IS RETURNED TO BANK
UNPAID.
2.4
FEES.
BORROWER SHALL PAY TO BANK:
(A)
COMMITMENT FEE.
A FULLY EARNED, NON-REFUNDABLE COMMITMENT FEE OF
FORTY FIVE THOUSAND DOLLARS ($45,000), PAYABLE AS FOLLOWS (I) THIRTY THOUSAND
DOLLARS ($30,000) (LESS THE SUM OF $15,000 PREVIOUSLY PAID), ON THE EFFECTIVE
DATE; AND (II) FIFTEEN THOUSAND DOLLARS ($15,000), ON THE EARLIER TO OCCUR OF
(X) THE TERMINATION OF THIS AGREEMENT, OR (Y) THE FIRST ANNIVERSARY OF THE
EFFECTIVE DATE;
(B)
LETTER OF CREDIT FEE.
BANK'S CUSTOMARY FEES AND EXPENSES FOR THE
ISSUANCE OR RENEWAL OF LETTERS OF CREDIT, UPON THE ISSUANCE, EACH ANNIVERSARY OF
THE ISSUANCE, AND THE RENEWAL OF SUCH LETTER OF CREDIT BY BANK;
(C)
UNUSED REVOLVING LINE FACILITY FEE.
A FEE (THE "UNUSED REVOLVING
LINE FACILITY FEE"), PAYABLE MONTHLY, IN ARREARS, ON A CALENDAR YEAR BASIS, IN
AN AMOUNT EQUAL TO ONE-QUARTER OF ONE PERCENT (0.25%) PER ANNUM OF THE AVERAGE
UNUSED PORTION OF THE REVOLVING LINE, AS DETERMINED BY BANK.
THE UNUSED PORTION
OF THE REVOLVING LINE, FOR THE PURPOSES OF THIS CALCULATION, SHALL INCLUDE
AMOUNTS RESERVED UNDER THE CASH MANAGEMENT SERVICES SUBLIMIT FOR PRODUCTS
PROVIDED AND UNDER THE FOREIGN EXCHANGE SUBLIMIT FOR FX FORWARD CONTRACTS.
BORROWER SHALL NOT BE ENTITLED TO ANY CREDIT, REBATE OR REPAYMENT OF ANY UNUSED
REVOLVING LINE FACILITY FEE PREVIOUSLY EARNED BY BANK PURSUANT TO THIS
SECTION NOTWITHSTANDING ANY TERMINATION OF THE AGREEMENT, OR SUSPENSION OR
TERMINATION OF BANK'S OBLIGATION TO MAKE LOANS AND ADVANCES HEREUNDER; AND
(d)
Bank Expenses.
All Bank Expenses (including reasonable attorneys'
fees and expenses, plus expenses, for documentation and negotiation of this
Agreement) incurred through and after the Effective Date, when due.
3
CONDITIONS OF LOANS
3.1
CONDITIONS PRECEDENT TO INITIAL CREDIT EXTENSION.
BANK'S
OBLIGATION TO MAKE THE INITIAL CREDIT EXTENSION IS SUBJECT TO THE CONDITION
PRECEDENT THAT BORROWER SHALL CONSENT TO OR HAVE DELIVERED, IN FORM AND
SUBSTANCE SATISFACTORY TO BANK, SUCH DOCUMENTS, AND COMPLETION OF SUCH OTHER
MATTERS, AS BANK MAY REASONABLY DEEM NECESSARY OR APPROPRIATE, INCLUDING,
WITHOUT LIMITATION:
(A)
DULY EXECUTED ORIGINAL SIGNATURES TO THE LOAN DOCUMENTS TO WHICH
IT IS