THE PERIOD FROM AND INCLUDING THE CLOSING DATE TO THE LAST
DAY OF THE REVOLVING CREDIT COMMITMENT PERIOD, COMPUTED AT THE COMMITMENT FEE
RATE ON THE AVERAGE DAILY AMOUNT OF THE AVAILABLE REVOLVING CREDIT COMMITMENT OF
SUCH LENDER DURING THE PERIOD FOR WHICH PAYMENT IS MADE, PAYABLE QUARTERLY IN
ARREARS ON THE LAST DAY OF EACH MARCH, JUNE, SEPTEMBER AND DECEMBER AND ON THE
REVOLVING CREDIT TERMINATION DATE (OR ANY EARLIER DATE OF TERMINATION OF THE
REVOLVING CREDIT COMMITMENTS), COMMENCING ON THE FIRST OF SUCH DATES TO OCCUR
AFTER THE DATE HEREOF.
(B)
THE BORROWER AGREES TO PAY TO THE AGENTS THE
FEES IN THE AMOUNTS AND ON THE DATES AGREED TO IN WRITING BY THE BORROWER AND
THE AGENTS PRIOR TO THE CLOSING DATE.
2.8
TERMINATION OR REDUCTION OF REVOLVING CREDIT
COMMITMENTS.
THE BORROWER SHALL HAVE THE RIGHT, UPON NOT LESS THAN THREE
BUSINESS DAYS' NOTICE TO THE ADMINISTRATIVE AGENT (WHICH SHALL PROMPTLY NOTIFY
EACH LENDER THEREOF), TO TERMINATE THE REVOLVING CREDIT COMMITMENTS OR, FROM
TIME TO TIME, TO REDUCE THE AMOUNT OF THE REVOLVING CREDIT COMMITMENTS; PROVIDED
THAT NO SUCH TERMINATION OR REDUCTION OF REVOLVING CREDIT COMMITMENTS SHALL BE
PERMITTED IF, AFTER GIVING EFFECT THERETO AND TO ANY PREPAYMENTS OF THE
REVOLVING CREDIT LOANS AND/OR SWING LINE LOANS MADE ON THE EFFECTIVE DATE
THEREOF, THE TOTAL REVOLVING EXTENSIONS OF CREDIT WOULD EXCEED THE TOTAL
REVOLVING CREDIT COMMITMENTS.
ANY SUCH REDUCTION SHALL BE IN AN AMOUNT EQUAL TO
$1,000,000, OR A WHOLE MULTIPLE THEREOF, AND SHALL REDUCE PERMANENTLY THE
REVOLVING CREDIT COMMITMENTS THEN IN EFFECT.
2.9
OPTIONAL PREPAYMENTS.
THE BORROWER MAY AT
ANY TIME AND FROM TIME TO TIME PREPAY THE LOANS, IN WHOLE OR IN PART, WITHOUT
PREMIUM OR PENALTY (EXCEPT AS OTHERWISE PROVIDED HEREIN), UPON IRREVOCABLE
NOTICE DELIVERED TO THE ADMINISTRATIVE AGENT AT LEAST THREE BUSINESS DAYS PRIOR
THERETO IN THE CASE OF EURODOLLAR LOANS AND AT LEAST ONE BUSINESS DAY PRIOR
THERETO IN THE CASE OF BASE RATE LOANS, WHICH NOTICE SHALL SPECIFY THE DATE AND
AMOUNT OF PREPAYMENT AND WHETHER THE PREPAYMENT IS OF REVOLVING CREDIT LOANS,
SWING LINE LOANS OR TERM LOANS AND WHETHER OF EURODOLLAR LOANS OR BASE RATE
LOANS; PROVIDED, THAT IF A EURODOLLAR LOAN IS PREPAID ON ANY DAY OTHER THAN THE
LAST DAY OF THE INTEREST PERIOD APPLICABLE THERETO, THE BORROWER SHALL ALSO PAY
ANY AMOUNTS OWING PURSUANT TO SECTION 2.18.
UPON RECEIPT OF ANY SUCH NOTICE THE
ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH RELEVANT LENDER THEREOF.
IF ANY
SUCH NOTICE IS GIVEN, THE AMOUNT SPECIFIED IN SUCH NOTICE SHALL BE DUE AND
PAYABLE ON THE DATE SPECIFIED THEREIN, TOGETHER WITH (EXCEPT IN THE CASE OF
PREPAYMENTS OF BASE RATE LOANS) ACCRUED INTEREST TO SUCH DATE ON THE AMOUNT
PREPAID.
PARTIAL PREPAYMENTS OF REVOLVING CREDIT LOANS SHALL BE IN AN AGGREGATE
PRINCIPAL AMOUNT OF $1,000,000 OR A WHOLE MULTIPLE THEREOF, AND PARTIAL
PREPAYMENTS OF SWING LINE LOANS SHALL BE IN AN AGGREGATE PRINCIPAL AMOUNT OF
$100,000 OR A WHOLE MULTIPLE THEREOF.
2.10
CONVERSION AND CONTINUATION OPTIONS.
(A)
THE
BORROWER MAY