2.4
Notes.
The portion of the Term Loan made by each Lender
shall be evidenced by a promissory note executed by each Borrower (a "Term
Note") and the portion of the Revolving Loans made by each Lender shall be
evidenced by a promissory note executed by each Borrower (a "Revolving Loan
Note") in an original principal amount equal to such Lender's Pro Rata Share of
the Term Loan and the Revolving Loan Commitment, respectively.
Section 2.5
Letters of Credit and Letter of Credit Fees.
(A)
LETTER OF CREDIT.
ON THE TERMS AND SUBJECT TO THE CONDITIONS SET
FORTH HEREIN, AGENT WILL PRIOR TO THE TERMINATION DATE ISSUE LETTERS OF CREDIT
OR GUARANTEES (EACH, A "SUPPORT AGREEMENT") TO INDUCE AN LC ISSUER TO ISSUE OR
INCREASE THE AMOUNT OF, OR EXTEND THE EXPIRY DATE OF, A LETTER OF CREDIT SO LONG
AS:
(I)
AGENT SHALL HAVE RECEIVED A NOTICE OF LC CREDIT EVENT AT LEAST
TWO (2) BUSINESS DAYS BEFORE THE RELEVANT DATE OF ISSUANCE, INCREASE OR
EXTENSION; AND
(II)
AFTER GIVING EFFECT TO SUCH ISSUANCE OR INCREASE (X) THE
AGGREGATE LETTER OF CREDIT LIABILITIES UNDER ALL LETTERS OF CREDIT DO NOT EXCEED
$2,000,000 AND (Y) THE REVOLVING LOAN OUTSTANDINGS DO NOT EXCEED THE REVOLVING
LOAN LIMIT.
(B)
LETTER OF CREDIT FEE.
BORROWERS SHALL PAY TO AGENT, FOR THE
BENEFIT OF THE LENDERS WHICH HAVE COMMITTED TO MAKE REVOLVING LOANS, A LETTER OF
CREDIT FEE WITH RESPECT TO THE LETTER OF CREDIT LIABILITIES FOR EACH LETTER OF
CREDIT, COMPUTED FOR EACH DAY FROM THE DATE OF ISSUANCE OF SUCH LETTER OF CREDIT
TO THE DATE THAT IS THE LAST DAY A DRAWING IS AVAILABLE UNDER SUCH LETTER OF
CREDIT, AT A RATE PER ANNUM EQUAL TO THE LIBOR MARGIN THEN APPLICABLE TO
REVOLVING LOANS.
SUCH FEE SHALL BE PAYABLE IN ARREARS ON THE FIRST BUSINESS DAY
OF EACH CALENDAR MONTH PRIOR TO THE TERMINATION DATE AND ON SUCH DATE.
IN
ADDITION, BORROWERS AGREE TO PAY PROMPTLY TO THE LC ISSUER ANY FRONTING OR OTHER
FEES THAT IT MAY CHARGE IN CONNECTION WITH ANY LETTER OF CREDIT.
(C)
REIMBURSEMENT OBLIGATIONS OF BORROWER.
IF AGENT SHALL MAKE A
PAYMENT TO AN LC ISSUER PURSUANT TO A SUPPORT AGREEMENT, BORROWERS SHALL
PROMPTLY REIMBURSE AGENT FOR THE AMOUNT OF SUCH PAYMENT AND, TO THE EXTENT THAT
SO DOING WOULD NOT, TO AGENT'S KNOWLEDGE, CAUSE THE REVOLVING LOAN OUTSTANDINGS
TO EXCEED THE REVOLVING LOAN LIMIT, BORROWERS SHALL BE DEEMED TO HAVE REQUESTED
A REVOLVING LOAN, THE PROCEEDS OF WHICH WILL BE USED TO SATISFY SUCH
REIMBURSEMENT OBLIGATIONS.
BORROWERS SHALL PAY INTEREST, ON DEMAND, ON ALL
AMOUNTS SO PAID BY AGENT FOR EACH DAY UNTIL BORROWERS REIMBURSE AGENT THEREFOR
AT A RATE PER ANNUM EQUAL TO THE SUM OF TWO PERCENT (2%) PLUS THE INTEREST RATE
APPLICABLE TO REVOLVING LOANS (WHICH ARE PRIME RATE LOANS) FOR SUCH DAY.
(D)
REIMBURSEMENT AND OTHER PAYMENTS BY BORROWER.
THE OBLIGATIONS OF
BORROWERS TO REIMBURSE AGENT PURSUANT TO SECTION 2.5(C) SHALL BE ABSOLUTE,
UNCONDITIONAL AND IRREVOCABLE, AND SHALL BE PERFORMED