NOT INCLUDING THE REVOLVING LOAN TERMINATION DATE.
THE REVOLVING LOANS SHALL BE USED BY THE BORROWER FOR WORKING CAPITAL, TO
REFINANCE EXISTING INDEBTEDNESS, STOCK REPURCHASE AND GENERAL CORPORATE
PURPOSES.
(B)
LETTER OF CREDIT COMMITMENT.
UPON THE EXECUTION AND DELIVERY BY
THE BORROWER, AND THE ACCEPTANCE BY THE BANK, IN ITS SOLE AND ABSOLUTE
DISCRETION, OF THE
11
MASTER LETTER OF CREDIT AGREEMENT AND A LETTER OF CREDIT APPLICATION, THE BANK
AGREES TO ISSUE FOR THE ACCOUNT OF BORROWER FROM TIME TO TIME UP TO, BUT NOT
INCLUDING, THE REVOLVING LOAN TERMINATION DATE, SUCH LETTERS OF CREDIT IN THE
STANDARD FORM OF THE BANK AND OTHERWISE IN FORM AND SUBSTANCE ACCEPTABLE TO THE
BANK, PROVIDED THAT (I) THE LETTER OF CREDIT OBLIGATIONS MAY NOT AT ANY TIME
EXCEED THE LETTER OF CREDIT SUBLIMIT, AND (II) NO LETTER OF CREDIT SHALL HAVE AN
EXPIRATION DATE LATER THAN THE EARLIER OF (1) ONE YEAR FROM ITS DATE OF
ISSUANCE, AND (2) THE LETTER OF CREDIT MATURITY DATE.
THE AMOUNT OF ANY
PAYMENTS MADE BY THE BANK WITH RESPECT TO DRAWS MADE BY A BENEFICIARY UNDER A
LETTER OF CREDIT FOR WHICH THE BORROWER HAS FAILED TO REIMBURSE THE BANK UPON
THE EARLIER OF (I) THE BANK'S DEMAND FOR REPAYMENT, OR (II) ONE (1) DAY FROM THE
DATE OF SUCH PAYMENT TO SUCH BENEFICIARY BY THE BANK, SHALL BE DEEMED TO HAVE
BEEN CONVERTED TO A REVOLVING LOAN AS OF THE DATE SUCH PAYMENT WAS MADE BY THE
BANK TO SUCH BENEFICIARY.
UPON THE OCCURRENCE OF AN EVENT OF A DEFAULT AND AT
THE OPTION OF THE BANK, ALL LETTER OF CREDIT OBLIGATIONS SHALL BE CONVERTED TO
REVOLVING LOANS CONSISTING OF PRIME LOANS, ALL WITHOUT DEMAND, PRESENTMENT,
PROTEST OR NOTICE OF ANY KIND, ALL OF WHICH ARE HEREBY WAIVED BY THE BORROWER.
TO THE EXTENT THE PROVISIONS OF THE MASTER LETTER OF CREDIT AGREEMENT DIFFER
FROM, OR ARE INCONSISTENT WITH, THE TERMS OF THIS AGREEMENT, THE PROVISIONS OF
THIS AGREEMENT SHALL GOVERN.
2.2
BORROWING PROCEDURES.
(A)
BORROWING PROCEDURES.
EACH REVOLVING LOAN MAY BE ADVANCED EITHER
AS A PRIME LOAN OR A LIBOR LOAN, PROVIDED, HOWEVER, THAT AT ANY TIME, THE
BORROWER MAY IDENTIFY NO MORE THAN SIX (6) REVOLVING LOANS WHICH MAY BE LIBOR
LOANS.
EACH LOAN SHALL BE MADE AVAILABLE TO THE BORROWER UPON ANY WRITTEN,
VERBAL, ELECTRONIC, TELEPHONIC OR FACSIMILE LOAN REQUEST WHICH THE BANK IN GOOD
FAITH BELIEVES TO EMANATE FROM A PROPERLY AUTHORIZED REPRESENTATIVE OF THE
BORROWER, WHETHER OR NOT THAT IS IN FACT THE CASE.
EACH SUCH REQUEST SHALL BE
EFFECTIVE UPON RECEIPT BY THE BANK, SHALL BE IRREVOCABLE, AND SHALL SPECIFY THE
DATE, AMOUNT AND TYPE OF BORROWING AND, IN THE CASE OF A LIBOR LOAN, THE INITIAL
INTEREST PERIOD THEREFOR.
THE BORROWERS SHALL SELECT INTEREST PERIODS SO AS NOT
TO REQUIRE A PAYMENT OR PREPAYMENT OF ANY LIBOR LOAN DURING AN INTEREST PERIOD
FOR SUCH LIBOR LOAN.
THE FINAL INTEREST PERIOD MUST BE SUCH THAT ITS EXPIRATION
OCCURS ON OR BEFORE THE MATURITY OR TERMINATION DATE