BORROWER IN AN AGGREGATE
AMOUNT NOT EXCEEDING (I) DURING ANY NON-SEASONAL PERIOD, THE MAXIMUM
NON-SEASONAL WORKING CAPITAL LINE AMOUNT AND (II) DURING ANY SEASONAL PERIOD,
THE LESSER OF (A) THE MAXIMUM SEASONAL WORKING CAPITAL LINE AMOUNT AND (B) THE
BORROWING BASE AMOUNT.
WITHIN THE LIMITATIONS SET FORTH IN THIS AGREEMENT,
BORROWER MAY BORROW, REPAY AND REBORROW UNDER THE WORKING CAPITAL LINE.
THE
WORKING CAPITAL LINE SHALL BE SUBJECT TO ALL OF THE TERMS AND CONDITIONS SET
FORTH IN THE LOAN DOCUMENTS, WHICH TERMS AND CONDITIONS ARE INCORPORATED
HEREIN.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, EACH LENDER
AGREES TO LEND TO BORROWER THE AMOUNT EQUAL TO SUCH LENDER'S RESPECTIVE PRO RATA
LINE PERCENTAGE OF EACH ADVANCE REQUESTED BY BORROWER UNDER THE WORKING CAPITAL
LINE.
THE OUTSTANDING AMOUNT OF THE ADVANCES (INCLUDING WITHOUT LIMITATION THEN
OUTSTANDING L/C OBLIGATIONS) BY EACH LENDER UNDER THE WORKING CAPITAL LINE SHALL
NOT EXCEED SUCH LENDER'S PRO RATA LINE SHARE (AS SUCH AMOUNT MAY CHANGE FROM
TIME TO TIME IN ACCORDANCE WITH THIS AGREEMENT).
(B)
BORROWER SHALL USE THE PROCEEDS OF THE WORKING CAPITAL LINE FOR
WORKING CAPITAL PURPOSES AND TO FINANCE APPROVED MARGIN DEPOSITS.
UPON
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN, A PORTION OF THE
OUTSTANDING BALANCE UNDER THE EXISTING DOCUMENTS IN THE AMOUNT OF FORTY-ONE
MILLION FIVE HUNDRED SIXTY-FIVE THOUSAND FOUR HUNDRED FORTY AND 52/100 DOLLARS
($41,565,440.52) SHALL BE DEEMED AN ADVANCE UNDER THE WORKING CAPITAL LINE.
(C)
BORROWER MAY FROM TIME TO TIME REQUEST THAT LENDERS EXTEND THE
WORKING CAPITAL LINE CONTRACT PERIOD FOR SUCCESSIVE ONE YEAR PERIODS, BY
PROVIDING AGENT WITH WRITTEN NOTICE OF SUCH REQUEST NOT LATER THAN SIXTY (60)
DAYS PRIOR TO THE EXPIRATION OF THE THEN CURRENT WORKING CAPITAL LINE CONTRACT
PERIOD, TOGETHER WITH THE FINANCIAL STATEMENTS TO BE DELIVERED PURSUANT TO
SECTION 6.10(A) HEREOF, A COVENANT COMPLIANCE CERTIFICATE AND SUCH OTHER
DOCUMENTS AS AGENT SHALL REASONABLY REQUEST, ALL OF WHICH MUST BE IN FORM AND
CONTENT REASONABLY SATISFACTORY TO THE REQUIRED LENDERS.
BORROWER ACKNOWLEDGES
AND AGREES THAT LENDERS HAVE NO OBLIGATION TO EXTEND THE WORKING CAPITAL LINE
CONTRACT PERIOD AT ANY TIME AND LENDERS MAY DETERMINE NOT TO DO SO FOR ANY OR NO
REASON, OR MAY DETERMINE TO DO SO ON THE SAME TERMS AS SET FORTH HEREIN OR ON
SUCH ADDITIONAL OR DIFFERENT TERMS AS THEY DEEM APPROPRIATE, IN THEIR SOLE
DISCRETION..
2.2
Capital Expenditure Line of Credit.
(A)
CAP EX LINE LENDERS WILL ESTABLISH FOR BORROWER FOR AND DURING THE
PERIOD FROM THE DATE HEREOF AND UNTIL OCTOBER 31, 2006 (THE "CAP EX CONTRACT
PERIOD"), SUBJECT TO THE TERMS AND CONDITIONS HEREOF, A REVOLVING CAPITAL
EXPENDITURE CREDIT FACILITY (THE "CAP EX LINE"),
2
PURSUANT TO WHICH CAP EX LINE LENDERS WILL FROM TIME TO TIME IN ACCORDANCE WITH
THEIR RESPECTIVE PRO RATA CAP EX PERCENTAGE, SEVERALLY AND NOT JOINTLY, MAKE
ADVANCES TO BORROWER IN INDIVIDUAL AMOUNTS NOT TO EXCEED ONE HUNDRED PERCENT
(100%) OF THE INVOICE VALUE OF THE EQUIPMENT BEING PURCHASED BY BORROWER WITH
THE PROCEEDS OF SUCH ADVANCE; PROVIDED, HOWEVER,