FEE") ON THE ACTUAL DAILY MAXIMUM AMOUNT AVAILABLE TO BE
DRAWN UNDER EACH OUTSTANDING LETTER OF CREDIT FROM THE DATE OF ITS ISSUANCE TO
THE DATE OF ITS STATED EXPIRATION, COMPUTED AT A PER ANNUM RATE FOR EACH DAY
EQUAL TO 0.35% (35 BASIS POINTS). THE LETTER OF CREDIT FEE SHALL BE PAYABLE IN
ADVANCE UPON THE ISSUANCE OF EACH LETTER OF CREDIT; PROVIDED, HOWEVER, THAT IF
ANY LETTER OF CREDIT HAS A STATED EXPIRATION OF MORE THAN ONE YEAR FROM THE DATE
OF ISSUANCE (OR PROVIDES FOR AUTOMATIC RENEWALS BEYOND A PERIOD OF ONE YEAR FROM
THE DATE OF ISSUANCE), THE LETTER OF FEE SHALL BE PAYABLE IN ADVANCE UPON
ISSUANCE FOR THE FIRST YEAR AND ON EACH ANNIVERSARY DATE FOR EACH SUBSEQUENT
YEAR THEREAFTER.
(II)
ADDITIONAL FEES. IN ADDITION TO THE LETTER OF CREDIT FEE PAYABLE
PURSUANT TO CLAUSE (I) ABOVE, THE BORROWER PROMISES TO PAY TO THE LENDER THE
CUSTOMARY CHARGES FROM TIME TO TIME OF THE LENDER WITH RESPECT TO THE ISSUANCE,
AMENDMENT, TRANSFER, ADMINISTRATION, CANCELLATION AND CONVERSION OF, AND
DRAWINGS UNDER, EACH LETTER OF CREDIT.
(iii)
Default Fee. Upon the occurrence and during the continuation of
any Event of Default, the Letter of Credit Fee shall accrue at a per annum rate
2% greater than the rate which would otherwise be applicable.
3.3
PREPAYMENTS. THE LOANS MAY BE REPAID IN WHOLE OR IN PART WITHOUT
PREMIUM OR PENALTY AND PARTIAL PREPAYMENTS SHALL BE MINIMUM PRINCIPAL AMOUNTS OF
$5,000, AND IN INTEGRAL MULTIPLES OF $5,000 IN EXCESS THEREOF. AMOUNTS PREPAID
ON THE REVOLVING OBLIGATIONS MAY, SUBJECT TO THE TERMS AND CONDITIONS HEREOF, BE
REBORROWED.
3.4
Maturity.
The principal balance of all outstanding Revolving
Loans shall be due and payable in full in the Revolving Commitment Termination
Date.
3.5
PAYMENTS. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, ALL
PAYMENTS HEREUNDER SHALL BE MADE TO THE LENDER, AT THE ADDRESS SPECIFIED IN
SECTION 12.1, IN DOLLARS AND IN IMMEDIATELY AVAILABLE FUNDS, WITHOUT SETOFF,
DEDUCTION, COUNTERCLAIM OR WITHHOLDING OF ANY KIND, NOT LATER THAN 11:00 A.M.
(TULSA, OKLAHOMA TIME) ON THE DATE WHEN DUE. PAYMENTS RECEIVED AFTER SUCH TIME
SHALL BE DEEMED TO HAVE BEEN RECEIVED ON THE NEXT SUCCEEDING BUSINESS DAY.
THE
LENDER MAY (BUT SHALL NOT BE OBLIGATED TO) DEBIT THE AMOUNT OF ANY SUCH PAYMENT
WHICH IS NOT MADE BY SUCH TIME TO ANY ORDINARY DEPOSIT ACCOUNT OF THE BORROWER
MAINTAINED WITH THE LENDER (WITH NOTICE TO THE BORROWER). THE BORROWER SHALL, AT
THE TIME IT MAKES ANY PAYMENT UNDER THIS AGREEMENT, SPECIFY TO THE LENDER THE
LOANS, LOC OBLIGATIONS, FEES, INTEREST OR OTHER AMOUNTS PAYABLE BY THE BORROWER
HEREUNDER TO WHICH SUCH PAYMENT IS TO BE APPLIED (AND IN THE EVENT THAT IT FAILS
SO TO SPECIFY, OR IF SUCH APPLICATION WOULD BE INCONSISTENT WITH THE TERMS
HEREOF, THE LENDER SHALL DISTRIBUTE SUCH PAYMENT IN SUCH MANNER AS THE LENDER
MAY DETERMINE TO BE APPROPRIATE IN RESPECT OF OBLIGATIONS OWING BY THE BORROWER
HEREUNDER).
WHENEVER ANY PAYMENT HEREUNDER SHALL BE STATED TO BE DUE ON