USED TO REFINANCE EXISTING INDEBTEDNESS, TO PURCHASE CERTAIN
ASSETS IN ACCORDANCE WITH THE TERMS OF THE AIR PRODUCTS APA, TO FINANCE
BORROWERS' GENERAL WORKING CAPITAL NEEDS, TO PAY FEES AND EXPENSES ASSOCIATED
WITH THE CLOSING OF THE LOANS, TO REPAY LETTER OF CREDIT ADVANCES, AND TO REPAY
SWING LINE LOAN ADVANCES.
41
ARTICLE III
3.
THE SWING LINE LOAN.
3.1
GENERAL TERMS.
(A)
SUBJECT TO THE TERMS HEREOF, SWING LINE LENDER WILL LEND BORROWERS,
FROM TIME TO TIME UNTIL THE SWING LINE LOAN MATURITY DATE, SUCH AMOUNTS WHICH
SHALL NOT EXCEED, IN THE AGGREGATE PRINCIPAL AMOUNT AT ANY ONE TIME OUTSTANDING,
THE SWING LINE LOAN COMMITMENT.
(B)
SUBJECT TO THE TERMS HEREOF, BORROWERS MAY BORROW, REPAY WITHOUT
PENALTY OR PREMIUM, AND REBORROW HEREUNDER, FROM THE DATE OF THIS AGREEMENT
UNTIL THE SWING LINE LOAN MATURITY DATE.
IF AT ANY TIME THE UNPAID PRINCIPAL
BALANCE OF THE SWING LINE LOAN EXCEEDS THE AMOUNT BORROWERS COULD BORROW AT SUCH
TIME AS SET FORTH HEREIN, BORROWERS SHALL IMMEDIATELY AND WITHOUT NOTICE PAY OR
CAUSE TO BE PAID SUCH AMOUNTS TO SWING LINE LENDER, TO THE EXTENT NECESSARY TO
REDUCE THE SWING LINE LOAN TO AN AMOUNT WHICH BORROWERS COULD BORROW AT THAT
TIME.
3.2
DISBURSEMENT OF THE SWING LINE LOAN.
(A)
SWING LINE LENDER WILL CREDIT OR PAY THE PROCEEDS OF EACH SWING
LINE LOAN ADVANCE TO A BORROWER'S DEPOSIT ACCOUNT WITH WACHOVIA, OR IN SUCH
OTHER MANNER AS BORROWERS AND SWING LINE LENDER MAY AGREE.
(B)
SUBJECT TO THE TERMS OF ANY OTHER AGREEMENT BETWEEN SWING LINE
LENDER AND BORROWERS TO THE CONTRARY (INCLUDING ANY CASH MANAGEMENT AGREEMENT),
IN ORDER TO OBTAIN A SWING LINE LOAN ADVANCE, A BORROWER'S REPRESENTATIVE SHALL
DELIVER A NOTICE OF BORROWING TO AGENT AND SWING LINE LENDER NOT LATER THAN
1:00 P.M. (CHARLOTTE, NORTH CAROLINA TIME) ON THE BUSINESS DAY SUCH SWING LINE
LOAN ADVANCE IS SOUGHT.
UPON SWING LINE LENDER'S RECEIPT OF SUCH NOTICE OF
BORROWING AND UPON SATISFACTION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT,
SWING LINE LENDER WILL MAKE SUCH FUNDS AVAILABLE TO BORROWERS AS PROVIDED FOR
ABOVE.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, BORROWERS
SHALL NOT BE ENTITLED TO RECEIVE NOR SHALL SWING LINE LENDER BE REQUIRED TO
DISBURSE ANY SWING LINE LOAN ADVANCE AFTER THE SWING LINE LOAN MATURITY DATE.
(C)
UPON WRITTEN DEMAND BY SWING LINE LENDER TO AGENT (A "SWING LINE
PUT"), EACH REVOLVING LOAN LENDER SHALL PURCHASE FROM SWING LINE LENDER, AND
SWING LINE LENDER SHALL SELL AND ASSIGN (WITHOUT RECOURSE EXCEPT FOR THE
REPRESENTATIONS AND WARRANTIES OF SWING LINE LENDER SET FORTH IN THIS PARAGRAPH)
TO EACH SUCH REVOLVING LOAN LENDER, SUCH REVOLVING LOAN LENDER'S PRO RATA SHARE
OF ANY OUTSTANDING SWING LINE LOAN ADVANCE AS SO DEMANDED BY SWING LINE LENDER,
BY MAKING AVAILABLE FOR THE ACCOUNT OF SWING LINE LENDER, BY DEPOSIT TO AGENT'S
ACCOUNT IN SAME DAY FUNDS, AN AMOUNT EQUAL TO THE PORTION OF THE OUTSTANDING
PRINCIPAL AMOUNT OF SUCH SWING LINE LOAN ADVANCE TO BE PURCHASED BY SUCH
REVOLVING LOAN