FORTH IN SECTION 2.10(B) PAYABLE WITH RESPECT TO SUCH REALLOCATED
PORTION SHALL BE PAYABLE TO (A) ALL REVOLVING CREDIT LENDERS BASED ON THEIR PRO
RATA SHARE OF SUCH REALLOCATION OR (B) TO THE L/C ISSUER FOR ANY REMAINING
PORTION NOT REALLOCATED TO ANY OTHER REVOLVING CREDIT LENDERS.
SECTION 2.3
SWING LOANS.
(A)
AVAILABILITY.
ON THE TERMS AND
SUBJECT TO THE CONDITIONS CONTAINED IN THIS AGREEMENT, THE SWINGLINE LENDER
AGREES TO MAKE LOANS IN DOLLARS (EACH A "SWING LOAN") AVAILABLE TO THE BORROWER
UNDER THE REVOLVING CREDIT FACILITY FROM TIME TO TIME ON ANY BUSINESS DAY DURING
THE PERIOD FROM THE DATE HEREOF UNTIL THE REVOLVING CREDIT TERMINATION DATE IN
AN AGGREGATE PRINCIPAL AMOUNT AT ANY TIME OUTSTANDING NOT TO EXCEED ITS
SWINGLINE COMMITMENT; PROVIDED, HOWEVER, THAT THE SWINGLINE LENDER MAY NOT MAKE
ANY SWING LOAN (X) TO THE EXTENT THAT AFTER GIVING EFFECT TO SUCH SWING LOAN,
THE AGGREGATE REVOLVING CREDIT OUTSTANDINGS WOULD EXCEED THE MAXIMUM REVOLVING
LOAN BALANCE AND (Y) IN THE PERIOD COMMENCING ON THE FIRST BUSINESS DAY AFTER IT
RECEIVES NOTICE FROM THE ADMINISTRATIVE AGENT OR THE REQUIRED REVOLVING LENDERS
THAT ONE OR MORE OF THE CONDITIONS PRECEDENT CONTAINED IN SECTION 3.2 ARE NOT
SATISFIED AND ENDING WHEN SUCH CONDITIONS ARE SATISFIED OR DULY WAIVED.
IN
CONNECTION WITH THE MAKING OF ANY SWING LOAN, THE SWINGLINE LENDER (IN ITS
CAPACITY AS SWINGLINE LENDER) MAY BUT SHALL NOT BE REQUIRED TO OTHERWISE
DETERMINE WHETHER THE CONDITIONS PRECEDENT SET FORTH IN SECTION 3.2 HAVE BEEN
SATISFIED OR WAIVED.
EACH SWING LOAN SHALL BE A BASE RATE LOAN AND MUST BE
REPAID IN FULL ON THE EARLIEST OF (I) THE FUNDING DATE OF ANY BORROWING OF
REVOLVING LOANS AND (II) THE REVOLVING CREDIT TERMINATION DATE.
WITHIN THE
LIMITS SET FORTH IN THE FIRST SENTENCE OF THIS CLAUSE (A), AMOUNTS OF SWING
LOANS REPAID MAY BE REBORROWED UNDER THIS CLAUSE (A).
(B)
BORROWING PROCEDURES.
IN ORDER TO REQUEST A SWING LOAN, THE
BORROWER SHALL GIVE TO THE ADMINISTRATIVE AGENT A NOTICE TO BE RECEIVED NOT
LATER THAN 1:00 P.M. ON THE DAY OF THE PROPOSED BORROWING, WHICH MAY BE MADE IN
A WRITING SUBSTANTIALLY IN THE FORM OF EXHIBIT D DULY COMPLETED (A "SWINGLINE
REQUEST") OR BY TELEPHONE IF CONFIRMED PROMPTLY BUT, IN ANY EVENT, PRIOR TO SUCH
BORROWING, WITH SUCH A SWINGLINE REQUEST.
IN ADDITION, IF ANY NOTICE OF
BORROWING REQUESTS A BORROWING OF BASE RATE LOANS, THE SWING LINE LENDER MAY,
NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY IN SECTION 2.2, MAKE A SWING LOAN
AVAILABLE TO THE BORROWER IN AN AGGREGATE AMOUNT NOT TO EXCEED SUCH PROPOSED
BORROWING, AND THE AGGREGATE AMOUNT OF THE CORRESPONDING PROPOSED BORROWING
SHALL BE REDUCED ACCORDINGLY BY THE PRINCIPAL AMOUNT OF SUCH SWING LOAN.
THE
ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE SWINGLINE LENDER OF THE DETAILS
OF THE REQUESTED SWING LOAN.
UPON RECEIPT OF SUCH NOTICE AND SUBJECT TO THE
TERMS OF THIS AGREEMENT,
46
THE SWINGLINE LENDER MAY MAKE A SWING LOAN AVAILABLE TO THE BORROWER BY MAKING
THE PROCEEDS THEREOF AVAILABLE