TO BANK UNDER ANY LETTER OF
CREDIT AGREEMENT, INCLUDING, WITHOUT LIMITATION, ALL DRAFTS PAID BY BANK UNDER
ANY LETTER OF CREDIT AND WITH RESPECT TO WHICH AND TO THE EXTENT THAT BANK HAS
NOT BEEN REIMBURSED.
"LETTER OF CREDIT AGREEMENTS" MEANS THIS AGREEMENT AND ANY OTHER AGREEMENT OF
BORROWER WITH BANK AND RELATING TO BORROWER'S OBLIGATION TO REIMBURSE BANK WITH
RESPECT TO AMOUNTS PAID UNDER ANY LETTER OF CREDIT AND/OR THE GRANTING OF A LIEN
TO BANK TO SECURE ANY SUCH OBLIGATION, TOGETHER WITH ANY AND ALL EXTENSIONS,
REVISIONS, MODIFICATIONS OR AMENDMENTS AT ANY TIME MADE THERETO.
"LETTER OF CREDIT COMMITMENT" MEANS THE LESSER OF (I) ONE MILLION AND 00/100
DOLLARS ($1,000,000.00); OR (II) THE UNUSED REVOLVING LOAN COMMITMENT.
"LETTER OF CREDIT FACILITY FEE" MEANS AN ANNUAL FEE PAYABLE BY BORROWERS TO BANK
WITH RESPECT TO EACH LETTER OF CREDIT, SUCH FEE TO BE PAYABLE IN ADVANCE UPON
THE ISSUANCE OF SUCH LETTER OF CREDIT AND ON EACH ANNIVERSARY DATE OF ISSUANCE
THEREAFTER SO LONG AS SUCH LETTER OF CREDIT IS OUTSTANDING, AND EQUAL TO ONE
PERCENT (1.0%) OF THE AVAILABLE AMOUNT OF SUCH LETTER OF CREDIT (BUT NOT LESS
THAN $500.00).
"LIABILITIES" MEANS ALL INDEBTEDNESS THAT, IN ACCORDANCE WITH GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES, SHOULD BE CLASSIFIED AS LIABILITIES ON A BALANCE SHEET OF
A PERSON.
"LIBOR MARKET INDEX RATE" MEANS, FOR ANY DAY, THE RATE FOR ONE MONTH U.S. DOLLAR
DEPOSITS AS REPORTED ON TELERATE, PAGE 3750, AS OF 11:00 A.M. (LONDON TIME) ON
SUCH DAY, OR IF SUCH DAY IS NOT A LONDON BUSINESS DAY, THEN THE IMMEDIATELY
PRECEDING LONDON BUSINESS DAY (OR IF NOT SO REPORTED, THEN AS DETERMINED BY BANK
FROM ANOTHER RECOGNIZED SOURCE OR INTERBANK QUOTATION).
14
"LIBOR RATE" MEANS, FOR THE APPLICABLE LIBOR RATE INTEREST PERIOD FOR EACH LIBOR
RATE BORROWING COMPRISING PART OF THE SAME BORROWING (INCLUDING CONVERSIONS,
EXTENSIONS AND RENEWALS), A PER ANNUM INTEREST RATE DETERMINED PURSUANT TO THE
FOLLOWING FORMULA:
LIBOR Rate =
London Interbank Offered Rate
1 - LIBOR Reserve Percentage
"LIBOR RATE BORROWING" MEANS A BORROWING BEARING INTEREST BASED AT A RATE
DETERMINED BY REFERENCE TO THE LIBOR RATE, EACH SUCH BORROWING TO BE IN THE
PRINCIPAL AMOUNT OF AT LEAST $200,000.00 OR ANY LARGER AMOUNT WHICH IS AN EVEN
MULTIPLE OF $100,000.00.
"LIBOR RATE INTEREST PERIOD" MEANS, AS TO EACH LIBOR RATE BORROWING, A PERIOD OF
ONE MONTH, TWO MONTHS OR THREE MONTHS, AS SELECTED PURSUANT TO A NOTICE OF
BORROWING OR A NOTICE OF CONVERSION/CONTINUATION, COMMENCING ON THE DATE OF THE
BORROWING (INCLUDING CONTINUATIONS, CONVERSIONS AND EXTENSIONS THEREOF);
PROVIDED, HOWEVER, (I) IF ANY LIBOR RATE INTEREST PERIOD WOULD END ON A DAY
WHICH IS NOT A BUSINESS DAY, SUCH LIBOR RATE INTEREST PERIOD SHALL BE EXTENDED
TO THE NEXT SUCCEEDING BUSINESS DAY (EXCEPT THAT WHERE THE NEXT SUCCEEDING
BUSINESS DAY FALLS IN THE NEXT SUCCEEDING CALENDAR MONTH, THEN ON THE NEXT
PRECEDING BUSINESS DAY), (II) NO LIBOR RATE INTEREST PERIOD SHALL EXTEND BEYOND
THE MATURITY DATE OF THE APPLICABLE LOAN, AND (III) ANY LIBOR RATE INTEREST