FOR ISSUING THE LETTERS OF CREDIT (CALCULATED
SEPARATELY FOR EACH LETTER OF CREDIT) AT THE RATE OF THE GREATER OF (I) 1-1/2%
PER ANNUM ON THE MAXIMUM FACE AMOUNT OF THE LETTER OF CREDIT OR (II) $400.00.
SUCH COMMISSION SHALL BE PAYABLE PRIOR TO THE ISSUANCE OF THE LETTER OF CREDIT
AND THEREAFTER ON EACH ANNIVERSARY DATE OF SUCH ISSUANCE WHILE SUCH LETTER OF
CREDIT IS OUTSTANDING.
(E)
SEVERAL OBLIGATIONS.
THE OBLIGATIONS OF THE BANKS UNDER THE
REVOLVING COMMITMENT ARE SEVERAL AND NOT JOINT.
THE FAILURE OF ANY BANK TO MAKE
AN ADVANCE REQUIRED TO BE MADE BY IT SHALL NOT RELIEVE ANY OTHER BANK OF ITS
OBLIGATION TO MAKE ITS ADVANCE, AND NO BANK SHALL BE RESPONSIBLE FOR THE FAILURE
OF ANY OTHER BANK TO MAKE THE ADVANCE TO BE MADE BY SUCH OTHER BANK.
NO BANK
SHALL EVER BE REQUIRED TO LEND HEREUNDER ANY AMOUNT IN EXCESS OF ITS LEGAL
LENDING LIMIT.
3.
NOTES EVIDENCING LOANS.
THE LOANS DESCRIBED ABOVE IN SECTION 2
SHALL BE EVIDENCED BY PROMISSORY NOTES OF BORROWER AS FOLLOWS:
(A)
FORM OF REVOLVING NOTES.
THE REVOLVING LOAN SHALL BE EVIDENCED BY
THREE REVOLVING NOTES IN THE AGGREGATE FACE AMOUNT OF $200,000,000 AND SHALL BE
IN THE
-13-
FORM OF THE NOTE ATTACHED HERETO AS EXHIBIT "B" WITH APPROPRIATE INSERTIONS.
NOTWITHSTANDING THE PRINCIPAL AMOUNT OF THE REVOLVING NOTES, AS STATED ON THE
FACE THEREOF, THE ACTUAL PRINCIPAL AMOUNT DUE FROM BORROWER TO BANKS ON ACCOUNT
OF THE REVOLVING NOTES, AS OF ANY DATE OF COMPUTATION, SHALL BE THE SUM OF
ADVANCES THEN AND THERETOFORE MADE ON ACCOUNT THEREOF, LESS ALL PRINCIPAL
PAYMENTS ACTUALLY RECEIVED BY BANKS IN COLLECTED FUNDS WITH RESPECT THERETO.
INTEREST IN RESPECT THEREOF SHALL BE PAYABLE ONLY FOR THE PERIOD DURING WHICH
THE REVOLVING LOAN EVIDENCED THEREBY IS OUTSTANDING AND, ALTHOUGH THE STATED
AMOUNT OF THE REVOLVING NOTES MAY BE HIGHER, THE REVOLVING NOTES SHALL BE
ENFORCEABLE, WITH RESPECT TO BORROWER'S OBLIGATION TO PAY THE PRINCIPAL AMOUNT
THEREOF, ONLY TO THE EXTENT OF THE UNPAID PRINCIPAL AMOUNT OF THE REVOLVING
LOAN.
(B)
INTEREST RATES.
THE UNPAID PRINCIPAL BALANCE OF THE REVOLVING
NOTES SHALL BEAR INTEREST FROM TIME TO TIME AT A RATE OF INTEREST DETERMINED
FROM TIME TO TIME DEPENDING ON THE OPTION OR OPTIONS SELECTED BY BORROWER
PURSUANT TO SECTION 4(A) HEREOF.
(C)
PAYMENT OF INTEREST.
INTEREST ON THE NOTES SHALL BE PAYABLE AS
SPECIFIED IN SECTION 4 HEREOF.
(D)
PAYMENT OF PRINCIPAL.
THE ENTIRE UNPAID PRINCIPAL BALANCE OF THE
REVOLVING NOTES SHALL BE DUE AND PAYABLE ON THE MATURITY DATE.
(E)
ISSUANCE OF ADDITIONAL NOTES.
AT THE EFFECTIVE DATE THERE SHALL
BE OUTSTANDING THREE REVOLVING NOTES, ONE IN THE FACE AMOUNT OF $72,727,274.00
PAYABLE TO ORDER OF BANK ONE, ONE IN THE FACE AMOUNT OF $72,727,272.00 PAYABLE
TO THE ORDER OF UNION AND ONE IN THE FACE AMOUNT OF $54,545,454.00 PAYABLE TO
THE ORDER OF BOS.
FROM TIME TO TIME DURING THE PERIOD FROM THE EFFECTIVE DATE
TO THE MATURITY DATE, ADDITIONAL NOTES MAY BE ISSUED TO THE BANKS