"TERM LOAN") ON THE
CLOSING DATE IN SUCH LENDER'S PRO RATA SHARE OF THE TERM LOAN COMMITMENT.
THE
COMMITMENTS OF THE LENDERS TO MAKE TERM LOANS SHALL EXPIRE CONCURRENTLY WITH THE
MAKING OF THE TERM LOANS ON THE CLOSING DATE.
2.1.3
L/C COMMITMENT.
SUBJECT TO SECTION 2.3.1, THE ISSUING LENDER
AGREES TO ISSUE LETTERS OF CREDIT, IN EACH CASE CONTAINING SUCH TERMS AND
CONDITIONS AS ARE PERMITTED BY THIS AGREEMENT AND ARE REASONABLY SATISFACTORY TO
THE ISSUING LENDER (EACH, A "LETTER OF CREDIT"), AT THE REQUEST OF AND FOR THE
ACCOUNT OF THE COMPANY OR THE OTHER LOAN PARTIES AT THE DIRECTION OF THE COMPANY
FROM TIME TO TIME BEFORE THE SCHEDULED TERMINATION DATE AND, AS MORE FULLY SET
FORTH IN SECTION 2.3.2, EACH LENDER AGREES TO PURCHASE A PARTICIPATION IN EACH
SUCH LETTER OF CREDIT; PROVIDED THAT (A) THE AGGREGATE STATED AMOUNT OF ALL
LETTERS OF CREDIT SHALL NOT AT ANY TIME EXCEED $5,000,000 AND (B) THE REVOLVING
OUTSTANDINGS SHALL NOT AT ANY TIME EXCEED REVOLVING LOAN AVAILABILITY.
THE
COMPANY ACKNOWLEDGES AND AGREES THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, NO LETTERS OF CREDIT WILL BE ISSUED HEREUNDER UNTIL SUCH TIME
AS AN ADDITIONAL LENDER BECOMES A PARTY TO THE LOAN DOCUMENTS AND THE COMPANY
ENTERS INTO ALL REQUIRED LETTER OF CREDIT AGREEMENTS AND DOCUMENTS WITH SUCH
ADDITIONAL LENDER; PROVIDED, HOWEVER, IN THE EVENT THE COMPANY OR ANY OTHER LOAN
PARTY REQUIRES A LETTER OF CREDIT PRIOR TO THE DATE ON WHICH AN ADDITIONAL
LENDER BECOMES A PARTY TO THE LOAN DOCUMENTS, PVBT WILL ACT AS THE INITIAL
ISSUING LENDER (TO THE EXTENT THE BENEFICIARY WILL ACCEPT A LETTER OF CREDIT
ISSUED BY PVBT) ONCE THE COMPANY ENTERS INTO ALL REQUIRED LETTER OF CREDIT
AGREEMENTS AND DOCUMENTS WITH PVBT.
23
2.2
LOAN PROCEDURES.
2.2.1
VARIOUS TYPES OF LOANS.
EACH REVOLVING LOAN SHALL BE, AND THE
TERM LOAN MAY BE DIVIDED INTO TRANCHES WHICH ARE, EITHER A BASE RATE LOAN OR A
LIBOR LOAN (EACH A "TYPE" OF LOAN), AS THE COMPANY SHALL SPECIFY IN THE RELATED
NOTICE OF BORROWING OR CONVERSION PURSUANT TO SECTION 2.2.2 OR 2.2.3.
LIBOR
LOANS HAVING THE SAME INTEREST PERIOD WHICH EXPIRE ON THE SAME DAY ARE SOMETIMES
CALLED A "GROUP" OR COLLECTIVELY "GROUPS".
BASE RATE LOANS AND LIBOR LOANS MAY
BE OUTSTANDING AT THE SAME TIME, PROVIDED THAT NOT MORE THAN THREE (3) DIFFERENT
GROUPS OF LIBOR LOANS SHALL BE OUTSTANDING WITH RESPECT TO THE REVOLVING
COMMITMENT AT ANY ONE TIME, AND NOT MORE THAN THREE (3) DIFFERENT GROUPS OF
LIBOR LOANS SHALL BE OUTSTANDING WITH RESPECT TO THE TERM LOAN COMMITMENT AT ANY
ONE TIME.
ALL BORROWINGS, CONVERSIONS AND REPAYMENTS OF LOANS SHALL BE EFFECTED
SO THAT EACH LENDER WILL HAVE A RATABLE SHARE (ACCORDING TO ITS PRO RATA SHARE)
OF ALL TYPES AND GROUPS OF LOANS.
2.2.2
BORROWING PROCEDURES.
THE COMPANY SHALL GIVE WRITTEN NOTICE
(EACH SUCH WRITTEN NOTICE, A "NOTICE OF BORROWING") SUBSTANTIALLY IN THE FORM OF
EXHIBIT E OR TELEPHONIC NOTICE (FOLLOWED IMMEDIATELY BY A NOTICE OF BORROWING)