NOTE SHALL BE IN THE PRINCIPAL AMOUNT OF THE REVOLVING
LOAN COMMITMENT OF THE APPLICABLE REVOLVING LENDER, DATED THE CLOSING DATE AND
SUBSTANTIALLY IN THE FORM OF EXHIBIT 1.1(A)(I) (EACH A "REVOLVING NOTE" AND,
COLLECTIVELY, THE "REVOLVING NOTES").
OTHER THAN PURSUANT TO
SECTION 1.1(A)(II), IF AT ANY TIME THE BORROWING AVAILABILITY IS LESS THAN $0
(REVOLVING LOANS THAT RESULT IN SUCH BORROWING AVAILABILITY DEFICIENCY ARE
HEREIN REFERRED TO COLLECTIVELY AS "OVERADVANCES"), LENDERS SHALL NOT BE
OBLIGATED TO MAKE REVOLVING CREDIT ADVANCES, NO ADDITIONAL LETTERS OF CREDIT
SHALL BE ISSUED AND, EXCEPT AS PROVIDED IN SECTION 1.1(A)(II) BELOW, REVOLVING
LOANS MUST BE REPAID IMMEDIATELY AND LETTERS OF CREDIT CASH COLLATERALIZED IN AN
AMOUNT SUFFICIENT TO ELIMINATE ANY OVERADVANCES.
ALL OVERADVANCES SHALL
CONSTITUTE INDEX RATE LOANS AND SHALL BEAR INTEREST AT THE DEFAULT RATE.
REVOLVING LOANS WHICH ARE INDEX RATE LOANS MAY BE REQUESTED IN ANY AMOUNT WITH
ONE (1) BUSINESS DAY PRIOR WRITTEN NOTICE REQUIRED FOR FUNDING REQUESTS EQUAL TO
OR GREATER THAN $10,000,000.
FOR FUNDING REQUESTS FOR SUCH LOANS LESS THAN
$10,000,000, WRITTEN NOTICE MUST BE PROVIDED BY 1:00 P.M. (NEW YORK TIME) ON THE
BUSINESS DAY ON WHICH THE LOAN IS TO BE MADE.
ALL LIBOR LOANS REQUIRE THREE (3)
BUSINESS DAYS PRIOR WRITTEN NOTICE. WRITTEN NOTICES FOR FUNDING REQUESTS SHALL
BE IN THE FORM ATTACHED AS EXHIBIT 1.1(A)(II) ("NOTICE OF REVOLVING CREDIT
ADVANCE").
(II)
IF BORROWER REQUESTS THAT REVOLVING
LENDERS MAKE, OR PERMIT TO REMAIN OUTSTANDING ANY OVERADVANCES, AGENT MAY, IN
ITS SOLE DISCRETION, ELECT TO MAKE, OR PERMIT TO REMAIN OUTSTANDING SUCH
OVERADVANCES; PROVIDED, HOWEVER, THAT AGENT MAY NOT CAUSE REVOLVING LENDERS TO
MAKE, OR PERMIT TO REMAIN OUTSTANDING, (A) AGGREGATE REVOLVING LOANS (INCLUDING,
WITHOUT DUPLICATION, SWING LINE LOANS) IN EXCESS OF THE MAXIMUM AMOUNT OR
(B) OVERADVANCES IN AN AGGREGATE AMOUNT IN EXCESS OF 5% OF THE REVOLVING LOAN
COMMITMENT.
IF AN OVERADVANCE IS MADE, OR PERMITTED TO REMAIN OUTSTANDING,
PURSUANT TO THE PRECEDING SENTENCE, THEN ALL REVOLVING LENDERS SHALL BE BOUND TO
MAKE, OR PERMIT TO REMAIN OUTSTANDING SUCH OVERADVANCE BASED UPON THEIR PRO RATA
SHARES OF THE REVOLVING LOAN COMMITMENT IN
2
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
IF AN OVERADVANCE REMAINS
OUTSTANDING FOR MORE THAN NINETY (90) DAYS DURING ANY ONE HUNDRED EIGHTY (180)
DAY PERIOD, REVOLVING LOANS MUST BE REPAID IMMEDIATELY IN AN AMOUNT SUFFICIENT
TO ELIMINATE ALL OF SUCH OVERADVANCES.
FURTHERMORE, HOLDERS OF A MAJORITY OF
THE REVOLVING LOAN COMMITMENT MAY PROSPECTIVELY REVOKE AGENT'S ABILITY TO MAKE
OR PERMIT OVERADVANCES BY WRITTEN NOTICE TO AGENT.
ANY OVERADVANCE MAY BE MADE
AS A SWING LINE ADVANCE.
(B)
TERM LOAN.
EACH TERM LENDER AGREES,
SEVERALLY AND NOT JOINTLY, TO LEND TO BORROWER IN ONE DRAW, ON THE CLOSING DATE,
ITS PRO RATA SHARE OF THE AGGREGATE AMOUNT OF $7,500,000 (THE "TERM LOAN").
BORROWER SHALL REPAY THE THEN OUTSTANDING PRINCIPAL BALANCE OF THE TERM LOAN ON
FEBRUARY, 19, 2009.
NOTWITHSTANDING THE FOREGOING, THE OUTSTANDING PRINCIPAL
BALANCE OF THE TERM LOAN SHALL BE DUE AND PAYABLE IN FULL ON THE COMMITMENT
TERMINATION DATE.