PURSUANT TO THIS
SECTION 2.2, IN EACH CASE IMMEDIATELY PRIOR TO THE EXECUTION AND DELIVERY OF THE
DEFINITIVE DOCUMENTATION FOR SUCH DISCRETIONARY CREDIT, SHALL BE LESS THAN OR
EQUAL TO $20,000,000;
(F)
SUCH DISCRETIONARY CREDIT SHALL MATURE ON OR PRIOR TO THE MATURITY DATE;
AND
(G)
NO DEFAULT SHALL EXIST PRIOR TO OR IMMEDIATELY AFTER GIVING EFFECT TO THE
FUNDING OF SUCH DISCRETIONARY CREDIT; EXCEPT FOR MATERIAL ADVERSE CHANGES WHICH
(I) OCCURRED AFTER OCTOBER 31, 2001 AND PRIOR TO THE DATE HEREOF AND (B) ARE
DESCRIBED IN THE OFFERING CIRCULAR, NO MATERIAL ADVERSE CHANGE SHALL HAVE
OCCURRED SINCE OCTOBER 31, 2001; AND THE COMPANY SHALL HAVE FURNISHED TO THE
LENDERS ON THE FUNDING DATE FOR SUCH DISCRETIONARY CREDIT A CERTIFICATE TO THESE
EFFECTS, SIGNED BY A FINANCIAL OFFICER.
2.3.
APPLICATION OF PROCEEDS.
2.3.1.
LOAN.
THE COMPANY WILL APPLY THE PROCEEDS OF THE LOAN TO (A) THE
REPAYMENT OF EXISTING INDEBTEDNESS OUTSTANDING UNDER THE CONGRESS/CIT LOAN AND
SECURITY AGREEMENT, (B) THE PAYMENT OF ACCRUED AND UNPAID INTEREST ON THE
EXISTING BONDS AS OF SEPTEMBER 15, 2002 PURSUANT TO THE EXCHANGE OFFER AND
(C) THE PAYMENT OF FEES AND EXPENSES INCURRED BY THE COMPANY IN CONNECTION WITH
THE TRANSACTIONS CONTEMPLATED BY THE CREDIT DOCUMENTS, THE WARRANT DOCUMENTS AND
THE EXCHANGE OFFER.
2.3.2.
DISCRETIONARY CREDITS.
THE COMPANY WILL APPLY THE PROCEEDS OF EACH
DISCRETIONARY CREDIT ONLY TO SUCH LAWFUL CORPORATE PURPOSES AS THE COMPANY HAS
SPECIFIED IN THE DISCRETIONARY CREDIT REQUEST FOR SUCH DISCRETIONARY CREDIT.
2.3.3.
SPECIFICALLY PROHIBITED APPLICATIONS.
THE COMPANY WILL NOT, DIRECTLY OR
INDIRECTLY, APPLY ANY PART OF THE PROCEEDS OF ANY EXTENSION OF CREDIT MADE
PURSUANT TO THE CREDIT DOCUMENTS TO PURCHASE OR TO CARRY MARGIN STOCK OR TO ANY
TRANSACTION PROHIBITED BY ANY CREDIT DOCUMENT, ANY WARRANT DOCUMENT OR ANY LEGAL
REQUIREMENT.
3.
INTEREST; DISCOUNT; FEES.
3.1.
INTEREST.
3.1.1.
DAILY INTEREST.
THE LOAN SHALL ACCRUE AND BEAR DAILY INTEREST AT A RATE
PER ANNUM WHICH SHALL AT ALL TIMES EQUAL THE APPLICABLE RATE (THE "DAILY
INTEREST").
PRIOR TO THE MATURITY DATE OR ANY ACCELERATED MATURITY OF THE LOAN,
THE COMPANY WILL, ON EACH PAYMENT DATE, PAY THE ACCRUED AND UNPAID DAILY
INTEREST ON THE LOAN.
ON THE MATURITY DATE OR ANY ACCELERATED MATURITY OF THE
LOAN, THE COMPANY WILL PAY ALL ACCRUED AND UNPAID DAILY INTEREST ON THE LOAN.
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, THE
REQUIRED LENDERS MAY REQUIRE ACCRUED DAILY INTEREST TO BE PAYABLE ON DEMAND OR
AT REGULAR INTERVALS MORE FREQUENT THAN EACH PAYMENT DATE.
ALL PAYMENTS OF
DAILY INTEREST HEREUNDER SHALL BE MADE TO THE AGENT FOR THE ACCOUNT OF EACH
LENDER IN ACCORDANCE WITH SUCH LENDER'S PERCENTAGE INTEREST THEREIN.
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3.1.2.
CONTINGENT INTEREST.
IN ADDITION TO THE DAILY INTEREST, THE LOAN SHALL
ACCRUE AND BEAR CONTINGENT INTEREST.
ON THE EARLIEST OF (A) APRIL 29, 2005,
(B) ANY ACCELERATED MATURITY OF THE LOAN OR (C) THE DATE ON WHICH THE LOAN IS
PAID IN FULL, THE COMPANY WILL PAY ALL ACCRUED AND UNPAID CONTINGENT INTEREST ON
THE LOAN.