Loan (as applicable)
equals the total amount of interest that would have accrued on it if there were
no Ceiling Rate.
6.
INTEREST, PRINCIPAL AND FEES PAYMENTS
Section 6.5 is hereby amended in its entirety to henceforth read as follows:
6.5
FACILITY FEE.
THE BORROWERS JOINTLY AND SEVERALLY AGREE TO PAY TO
THE LENDER A CASH FACILITY FEE (THE "FACILITY FEE") IN AN AMOUNT EQUAL TO
FIFTEEN BASIS POINTS (.15%) PER ANNUM OF THE COMMITTED SUM FOR THE PERIOD FROM
THE 4/05 AMENDMENT EFFECTIVE DATE THROUGH THE TERMINATION DATE.
THE FACILITY
FEE FOR THE PERIOD FROM THE 4/05 AMENDMENT EFFECTIVE DATE THROUGH JULY 31, 2005
SHALL BE DUE AND PAYABLE IN ADVANCE ON THE 4/05 AMENDMENT EFFECTIVE DATE, AND
THE FACILITY FEE FOR EACH SUCCEEDING PERIOD OF THREE (3) MONTHS (OR LESS) UNTIL
THE MATURITY DATE SHALL BE DUE AND PAYABLE IN ADVANCE ON THE FIFTEENTH (15TH)
DAY OF THE FIRST CALENDAR MONTH IN EACH SUCH PERIOD, COMMENCING AUGUST 15,
2005.
IF THE COMMITTED SUM SHALL BE INCREASED OR DECREASED FROM TIME TO TIME
EITHER PURSUANT TO A PROVISION OF THIS AGREEMENT OR BY SEPARATE AGREEMENT AMONG
THE BORROWERS AND THE LENDER (EXCLUDING, HOWEVER, ANY CHANGE OCCURRING AS A
RESULT OF OR FOLLOWING THE OCCURRENCE OF A DEFAULT OR AN EVENT OF DEFAULT, IN
RESPECT OF WHICH NO ADJUSTMENT OF THE FACILITY FEE SHALL BE REQUIRED EXCEPT IF
AND TO THE EXTENT REQUIRED BY THE PROVISIONS OF SECTION 16.3), THE AMOUNT OF THE
FACILITY FEE PAID IN ADVANCE FOR THE THREE-MONTH PERIOD IN WHICH THE EFFECTIVE
DATE OF THE AMENDMENT PRODUCING SUCH INCREASE OR DECREASE OCCURS SHALL BE
ADJUSTED FOR THE UNEXPIRED PORTION OF THAT THREE-MONTH PERIOD BY, RESPECTIVELY,
A CASH PAYMENT BY THE BORROWERS TO THE LENDER OR A CASH REFUND BY THE LENDER TO
THE BORROWERS, AND THE AMOUNTS OF PAYMENTS OF THE FACILITY FEE SUBSEQUENTLY DUE
SHALL LIKEWISE BE PROPORTIONATELY ADJUSTED BASED ON THE NEW AGGREGATE COMMITTED
SUM.
THE FACILITY FEE IS COMPENSATION TO THE LENDER FOR COMMITTING TO MAKE
FUNDS AVAILABLE FOR REVOLVING CREDIT ADVANCES ON THE TERMS AND SUBJECT TO THE
CONDITIONS OF THIS AGREEMENT, AND IS NOT COMPENSATION FOR THE USE OR FORBEARANCE
OR DETENTION OF MONEY, ALTHOUGH THIS SECTION (AS WELL AS EVERY OTHER SECTION OF
THIS
6
AGREEMENT) IS SUBJECT TO THE PROVISIONS OF SECTION 16.3.
EACH CALCULATION BY
THE LENDER OF THE AMOUNT OF THE FACILITY FEE SHALL BE CONCLUSIVE, ABSENT
MANIFEST ERROR.
THE BORROWERS SHALL BE JOINTLY AND SEVERALLY LIABLE TO PAY TO
THE LENDER ON DEMAND ANY DEFICIENCY IN PAYMENT BY THE BORROWERS OF THE FACILITY
FEE.
7.
COLLATERAL
7.1
GRANT OF SECURITY INTEREST.
THE PROVISIONS OF SECTION 7.1 OF THE
4/04 A& R CREDIT AGREEMENT ARE NOT AMENDED HEREBY.
CUMULATIVE OF SUCH EXISTING
PROVISIONS, AS SECURITY FOR THE PAYMENT OF THE LOAN AND FOR THE PAYMENT AND
PERFORMANCE OF ALL OF THE OBLIGATIONS, EACH BORROWER HEREBY GRANTS TO THE LENDER
A FIRST PRIORITY SECURITY INTEREST IN ALL OF SUCH BORROWER'S PRESENT AND FUTURE
ESTATE, RIGHT, TITLE AND