EACH BORROWING SHALL BE IN A MINIMUM
PRINCIPAL AMOUNT EQUAL TO SUCH AMOUNT AS WILL ENSURE THAT:
(I)
THE AGGREGATE AMOUNT ADVANCED BY THE
LENDERS IN RESPECT OF SUCH BORROWING WOULD NOT BE LESS THAN (IN THE CASE OF THE
INITIAL BORROWING) $10,000,000 AND (THEREAFTER) $1,000,000 (PROVIDED THAT SUCH
SUBSEQUENT MINIMUM AMOUNT WILL NOT APPLY TO THE EXTENT THAT AT THE TIME OF ANY
BORROWING HEREUNDER THE AGGREGATE AMOUNT AVAILABLE TO BE DRAWN FROM THE LENDERS
AS PROVIDED IN THIS AGREEMENT IS LESS THAN SUCH MINIMUM AMOUNT AT SUCH TIME);
AND
(II)
IN RESPECT OF EACH LOAN, THE AMOUNT
ADVANCED BY THE LENDERS WOULD BE AN INTEGRAL MULTIPLE OF $1,000.
(C)
THE AMOUNT OF A BORROWING MADE ON ANY
BORROWING DATE SHALL BE LESS THAN OR EQUAL TO THE THEN-APPLICABLE MAXIMUM
AVAILABLE BORROWING.
(D)
EACH LOAN MADE BY THE LENDERS HEREUNDER SHALL
BE DENOMINATED IN U.S. DOLLARS.
3.
BORROWING PROCEDURES
3.1
BORROWING REQUEST
(A)
THE COMPANY SHALL REQUEST A BORROWING
HEREUNDER BY SUBMITTING TO THE ADMINISTRATIVE AGENT AND EACH FUNDING AGENT (ON
BEHALF OF THE LENDERS) A WRITTEN NOTICE, SUBSTANTIALLY IN THE FORM OF SCHEDULE 2
6
(EACH, A "BORROWING REQUEST") NO LATER THAN 8:00 A.M. (NEW YORK TIME) (OR, IF
SUCH BORROWING REQUEST RELATES SOLELY TO A SWINGLINE LOAN, 12:00 NOON NEW YORK
TIME) (X) IF THE AMOUNT OF THE PROPOSED BORROWING IS $40,000,000 OR LESS
(EXCLUSIVE OF THE SWINGLINE LOAN REQUESTED ON SUCH DAY, IF ANY), ON THE BUSINESS
DAY OF THE PROPOSED BORROWING, AND (Y) IF THE AMOUNT OF THE PROPOSED BORROWING
EXCEEDS $40,000,000 (EXCLUSIVE OF THE SWINGLINE LOAN REQUESTED ON SUCH DAY, IF
ANY), ONE (1) BUSINESS DAY PRIOR TO THE DATE OF THE PROPOSED BORROWING (EACH
SUCH DATE, A "BORROWING DATE"). PROMPTLY AFTER ITS RECEIPT THEREOF, EACH FUNDING
AGENT SHALL SUBMIT A COPY OF EACH BORROWING REQUEST TO THE LENDERS IN ITS LENDER
GROUP.
(B)
EACH BORROWING REQUEST SHALL:
(I)
SPECIFY THE DESIRED AMOUNTS FOR THE
REQUESTED LOANS, AND SPECIFY WHETHER A SWINGLINE LOAN IS REQUESTED AND THE
DESIRED AMOUNT OF SUCH REQUESTED SWINGLINE LOAN;
(II)
SPECIFY THE DESIRED BORROWING DATE (WHICH
SHALL BE A BUSINESS DAY);
(III)
SPECIFY THE INTEREST PERIOD WHICH SHALL BE THE
SAME FOR EACH LOAN MAKING UP SUCH BORROWING AND SHALL END ON A BUSINESS DAY
OCCURRING NOT LATER THAN SIXTY-TWO (62) DAYS AFTER SUCH BORROWING DATE; AND
(IV)
CERTIFY THAT, AFTER GIVING EFFECT TO THE
PROPOSED BORROWING, THE MAXIMUM AVAILABLE BORROWING WILL NOT BE EXCEEDED ON SUCH
BORROWING DATE.
(C)
ONLY ONE BORROWING MAY BE REQUESTED IN EACH
BORROWING REQUEST.
(D)
ONLY ONE BORROWING REQUEST SHALL BE DELIVERED
IN RESPECT OF EACH BORROWING DATE.
(E)
EACH BORROWING REQUEST SHALL BE IRREVOCABLE
AND BINDING ON THE COMPANY.
(F)
BORROWINGS SHALL BE MADE SUBJECT TO THE
SATISFACTION OF THE REQUIREMENTS OF SECTION 6.2.
3.2
LENDERS' COMMITMENT
(A)
EACH LOAN (OTHER THAN A SWINGLINE LOAN)
REQUESTED BY, OR ON BEHALF OF, THE COMPANY IN A BORROWING REQUEST SHALL BE MADE
BY THE LENDER GROUPS IN ACCORDANCE WITH THEIR PRO RATA SHARE