CONTINUED OR CONVERTED, AS THE
CASE MAY BE), SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 2.1, (II) THE
INTEREST RATE OPTION TO BE APPLICABLE THERETO, AND (III) THE DURATION OF THE
APPLICABLE INTEREST PERIOD, IF ANY (SUBJECT TO THE PROVISIONS OF THE DEFINITION
OF INTEREST PERIOD AND SECTION 2.8).
EACH LIBOR LOAN MUST BE FOR AN AMOUNT
EQUAL TO AT LEAST $500,000 AND IN ADDITIONAL INCREMENTS OF $500,000.
EACH SUCH
NOTIFICATION BY TELEPHONE PURSUANT TO SECTION 2.3 OR THIS SECTION 2.4(A) (A
"NOTICE OF BORROWING OR CONVERSION") SHALL BE IMMEDIATELY FOLLOWED BY A WRITTEN
CONFIRMATION THEREOF BY THE BORROWER IN SUBSTANTIALLY THE FORM OF EXHIBIT B
HERETO, PROVIDED THAT IF SUCH WRITTEN CONFIRMATION DIFFERS IN ANY MATERIAL
RESPECT FROM THE ACTION TAKEN BY THE ADMINISTRATIVE AGENT, THE RECORDS OF THE
ADMINISTRATIVE AGENT SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR.
20
(B)
SUBJECT TO THE TERMS AND CONDITIONS HEREOF,
EACH BANK SHALL MAKE AVAILABLE TO THE ADMINISTRATIVE AGENT, IN IMMEDIATELY
AVAILABLE FUNDS, NO LATER THAN 1:00 P.M., BOSTON, MASSACHUSETTS TIME, ON THE
DATE UPON WHICH ANY PRIME RATE LOAN OR LIBOR LOAN IS TO BE MADE, SUCH BANK'S
COMMITMENT PERCENTAGE OF THE REQUESTED LOAN.
THE ADMINISTRATIVE AGENT SHALL, IN
TURN, MAKE EACH LOAN ON THE EFFECTIVE DATE SPECIFIED THEREFOR BY CREDITING THE
AMOUNT OF SUCH LOAN TO THE BORROWER'S DEMAND DEPOSIT ACCOUNT WITH THE
ADMINISTRATIVE AGENT.
IN NO EVENT SHALL THE ADMINISTRATIVE AGENT (IN ITS
CAPACITY AS ADMINISTRATIVE AGENT) HAVE ANY OBLIGATION TO MAKE ANY FUNDING OR
SHALL ANY BANK BE OBLIGATED TO FUND MORE THAN ITS COMMITMENT PERCENTAGE OF THE
REQUESTED PRIME RATE LOAN OR LIBOR LOAN.
2.5.
COMMITMENT FEE.
THE BORROWER SHALL PAY TO THE
ADMINISTRATIVE AGENT, FOR THE ACCOUNTS OF THE BANKS HAVING REVOLVING CREDIT
COMMITMENTS, IN ACCORDANCE WITH THEIR RESPECTIVE REVOLVING CREDIT COMMITMENT
PERCENTAGES, A COMMITMENT FEE COMPUTED AT A RATE PER ANNUM ON THE AVERAGE DAILY
AGGREGATE AMOUNT, DURING EACH FISCAL QUARTER OR PORTION THEREOF, OF THE
UNBORROWED PORTION OF THE REVOLVING CREDIT COMMITMENT, (A) FROM THE CLOSING DATE
THROUGH THE SECOND BUSINESS DAY AFTER THE DATE ON WHICH THE COMPLIANCE
CERTIFICATE REQUIRED TO BE DELIVERED PURSUANT TO SECTION 5.1(D) FOR THE FISCAL
QUARTER OF THE BORROWER AFFILIATED GROUP ENDING JUNE 30, 2003 IS DELIVERED TO
THE ADMINISTRATIVE AGENT, EQUAL TO 0.375%, AND (B) THEREAFTER, DETERMINED IN
ACCORDANCE WITH THE TABLE BELOW:
Funded Debt Ratio
Commitment Fee
Greater than or equal to 1.75 to 1.00
0.375
%
Less than 1.75 to 1.00
0.25
%
Commitment fees shall be payable quarterly in arrears, on the last day of
September, December, March and June of each year beginning June 30, 2003, and on
the Revolving Credit Maturity Date.
2.6.
FEE LETTER.
THE BORROWER SHALL PAY TO THE
ADMINISTRATIVE AGENT FEES IN THE AMOUNTS AND AT THE TIMES OUTLINED IN THE FEE
LETTER.
2.7.
REDUCTION OF REVOLVING CREDIT COMMITMENT.
THE
BORROWER MAY FROM TIME TO TIME BY WRITTEN NOTICE DELIVERED TO THE ADMINISTRATIVE
AGENT AT LEAST SEVEN (7) BUSINESS DAYS PRIOR TO THE DATE OF THE REQUESTED
REDUCTION,