LETTER OF CREDIT IF IN GOOD FAITH
AND IN CONFORMITY WITH U.S. OR FOREIGN LAWS, REGULATIONS OR CUSTOMS APPLICABLE
THERETO.
Notwithstanding the foregoing, the Borrowers shall have a claim against the
Letter of Credit Bank, and the Letter of Credit Bank shall be liable to the
Borrowers, to the extent, but only to the extent, of any direct, as opposed to
consequential, damages suffered by the Borrowers which were caused by the Letter
of Credit Bank's willful misconduct or gross negligence in determining whether
documents presented under any Letter of Credit comply with the terms thereof.
Part C -
General
Section 2.13
Fees.
(A)
CLOSING FEES.
THE BORROWERS SHALL PAY TO
THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE LENDERS A NON-REFUNDABLE CLOSING
FEE IN THE AMOUNT OF $155,500 (THE "CLOSING FEE").
30
(B)
COMMITMENT FEE.
THE BORROWERS SHALL PAY TO
THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH REVOLVING LENDER AND THE SWING
LINE LENDER FEES (THE "COMMITMENT FEES") IN AN AMOUNT DETERMINED BY APPLYING THE
APPLICABLE COMMITMENT FEE PERCENTAGE TO THE AVERAGE DAILY UNUSED COMMITMENT OF
SUCH LENDER FOR THE PERIOD FROM THE CLOSING DATE TO THE TERMINATION DATE.
SUCH
COMMITMENT FEES ARE PAYABLE IN ARREARS QUARTERLY ON THE LAST DAY OF EACH
CALENDAR QUARTER AND ON THE TERMINATION DATE.
(C)
ADMINISTRATIVE AGENT'S FEES.
ON OR BEFORE
THE CLOSING DATE, THE BORROWERS WILL PAY TO THE ADMINISTRATIVE AGENT THE FEES
SET FORTH IN THE SEPARATE LETTER AGREEMENT DATED THE DATE HEREOF BETWEEN THE
ADMINISTRATIVE AGENT AND THE BORROWERS.
(D)
LETTER OF CREDIT FEES.
FOR EACH LETTER OF
CREDIT ISSUED, THE BORROWERS SHALL PAY TO THE ADMINISTRATIVE AGENT FOR THE
ACCOUNT OF THE REVOLVING LENDERS, IN ADVANCE ON THE DATE OF ISSUANCE, A FEE (A
"LETTER OF CREDIT FEE") IN AN AMOUNT EQUAL TO THE GREATER OF (I) $1,000 AND (II)
THE AMOUNT DETERMINED BY APPLYING A PER ANNUM RATE EQUAL TO THE APPLICABLE
MARGIN FOR LIBOR RATE ADVANCES IN RESPECT OF THE REVOLVING LOANS THEN IN EFFECT
TO THE ORIGINAL FACE AMOUNT OF THE LETTER OF CREDIT FOR THE PERIOD FROM THE DATE
OF ISSUANCE TO THE SCHEDULED EXPIRATION DATE OF SUCH LETTER OF CREDIT.
IN
ADDITION TO THE LETTER OF CREDIT FEE, THE BORROWERS SHALL PAY TO THE LETTER OF
CREDIT BANK, ON DEMAND, ALL ISSUANCE, AMENDMENT, DRAWING AND OTHER FEES
REGULARLY CHARGED BY THE LETTER OF CREDIT BANK TO ITS LETTER OF CREDIT CUSTOMERS
AND ALL OUT-OF-POCKET EXPENSES INCURRED BY THE LETTER OF CREDIT BANK IN
CONNECTION WITH THE ISSUANCE, AMENDMENT, ADMINISTRATION OR PAYMENT OF ANY LETTER
OF CREDIT.
Section 2.14
Computation.
Commitment Fees,
Letter of Credit Fees, interest on Revolving Loans, Term Loans and Swing Line
Loans and the Default Rate shall be computed on the basis of actual days elapsed
(or, in the case of Letter of Credit Fees which are paid in advance, actual days
to elapse) and a year of 360 days.
Section 2.15
Payments.
Payments and prepayments
of principal of, and interest on, the Notes and all fees, expenses and