TO TIME AT A RATE PER ANNUM EQUAL TO THE APPLICABLE MARGIN IN RESPECT OF
EUROCURRENCY RATE LOANS APPLICABLE FROM TIME TO TIME IN RESPECT OF THE REVOLVING
CREDIT FACILITY.
(II)
COMPANY SHALL PAY TO THE ISSUING BANK, FOR ITS OWN ACCOUNT, AN
ISSUANCE FEE ANNUALLY FOR EACH LETTER OF CREDIT IN AN AMOUNT EQUAL TO 1/4% PER
ANNUM OF THE AVAILABLE AMOUNT OF SUCH LETTER OF CREDIT ON THE DATE OF ISSUANCE
OF SUCH LETTER OF CREDIT, PAYABLE ON SUCH DATE AND ON EACH ANNIVERSARY OF SUCH
DATE, AND SUCH OTHER COMMISSIONS, TRANSFER FEES AND OTHER FEES AND CHARGES IN
CONNECTION WITH THE ISSUANCE OR ADMINISTRATION OF EACH LETTER OF CREDIT AS
COMPANY AND THE ISSUING BANK SHALL AGREE.
(C)
UTILIZATION FEE.
COMPANY AGREES TO PAY TO ADMINISTRATIVE AGENT
FOR THE ACCOUNT OF EACH LENDER A UTILIZATION FEE, ACCRUING, DURING ALL PERIODS
FROM AND AFTER THE DATE HEREOF WHEN THE AGGREGATE AMOUNT OF OUTSTANDING
REVOLVING CREDIT LOANS AND LETTER OF CREDIT LIABILITY EXCEEDS 50% OF THE
AGGREGATE COMMITMENTS (WITHOUT REGARD TO ANY USAGE THEREOF), AT THE RATE OF
0.25% PER ANNUM ON THE AGGREGATE AMOUNT OF REVOLVING CREDIT LOANS AND LETTER OF
CREDIT LIABILITY BY SUCH LENDER OUTSTANDING FROM TIME TO TIME DURING SUCH
PERIODS, PAYABLE QUARTERLY IN ARREARS ON THE FIRST BUSINESS DAY OF EACH JANUARY,
APRIL, JULY AND OCTOBER AND ON THE MATURITY DATE.
(D)
OTHER FEES.
COMPANY AGREES TO PAY TO AGENTS SUCH OTHER FEES IN
THE AMOUNTS AND AT THE TIMES SEPARATELY AGREED UPON.
Section 2.11
General Provisions Regarding Payments.
(a)
All payments by
Company of principal, interest, fees and other Obligations shall be made in
Dollars in same day funds, without defense, setoff or counterclaim, free of any
restriction or condition, and delivered to Administrative Agent not later than
12:00 p.m. (New York City time) on the date due at Administrative Agent's
Principal Office for the account of Lenders; funds received by Administrative
Agent after that time on such due date shall be deemed to have been paid by
Company on the next succeeding Business Day.
(B)
ALL PAYMENTS IN RESPECT OF THE PRINCIPAL AMOUNT OF ANY LOAN SHALL
INCLUDE PAYMENT OF ACCRUED AND UNPAID INTEREST AND PREMIUM, IF ANY IS DUE, ON
THE PRINCIPAL AMOUNT BEING REPAID OR PREPAID, AND ALL SUCH PAYMENTS (AND, IN ANY
EVENT, ANY PAYMENTS IN RESPECT OF ANY
46
LOAN ON A DATE WHEN INTEREST IS DUE AND PAYABLE WITH RESPECT TO SUCH LOAN) SHALL
BE APPLIED TO THE PAYMENT OF ANY PREMIUM AND INTEREST BEFORE APPLICATION TO
PRINCIPAL.
(C)
ADMINISTRATIVE AGENT SHALL PROMPTLY DISTRIBUTE TO EACH LENDER AT
SUCH ADDRESS AS SUCH LENDER SHALL INDICATE IN WRITING, SUCH LENDER'S APPLICABLE
PRO RATA SHARE OF ALL PAYMENTS AND PREPAYMENTS OF PRINCIPAL, PREMIUM AND
INTEREST DUE HEREUNDER, TOGETHER WITH ALL OTHER AMOUNTS DUE THERETO, TO THE
EXTENT RECEIVED BY ADMINISTRATIVE AGENT.
(D)
NOTWITHSTANDING THE FOREGOING PROVISIONS HEREOF, IF ANY
CONVERSION/CONTINUATION NOTICE IS WITHDRAWN AS TO ANY AFFECTED LENDER OR IF ANY
AFFECTED LENDER MAKES BASE RATE LOANS IN