PROVISIONS OF SECTION 9(B)
HEREOF.
IF NO SUCH NOTIFICATION IS RECEIVED BY AGENT, THE ELECTED BORROWING
LIMIT SHALL BE THE LESSER OF $200,000,000 OR THE BORROWING BASE AS SO
DETERMINED.
(D)
MONTHLY COMMITMENT REDUCTION.
THE BORROWING BASE SHALL BE REDUCED
AS OF THE LAST DAY OF EACH MONTH AFTER THE EFFECTIVE DATE BY AN AMOUNT
DETERMINED BY THE BANKS PURSUANT TO SECTION 7(B) HEREOF (THE "MONTHLY COMMITMENT
REDUCTION").
BEGINNING AUGUST 1, 2002, THE MONTHLY COMMITMENT REDUCTION SHALL
BE $0 PER MONTH UNTIL REDETERMINED PURSUANT TO SECTION 7(B) HEREOF.
8.
FEES.
(A)
UNUSED PORTION FEE.
IN CONSIDERATION OF THE REVOLVING COMMITMENT,
BORROWER SHALL PAY TO AGENT, FOR THE RATABLE BENEFIT OF BANKS, AN UNUSED PORTION
FEE (HEREINAFTER REFERRED TO AS THE "UNUSED PORTION FEE") EQUIVALENT TO THE
UNUSED PORTION FEE RATE TIMES THE DIFFERENTIAL BETWEEN THE AVERAGE ELECTED
BORROWING LIMIT AND THE TOTAL OUTSTANDINGS FOR THE PRECEDING THREE MONTHS.
THE
UNUSED PORTION FEE SHALL BE PAYABLE IN ARREARS ON THE LAST BUSINESS DAY OF EACH
JANUARY, APRIL, JULY AND OCTOBER, COMMENCING ON JULY 31, 2002.
ALL AMOUNTS DUE
UNDER SECTION 8(A) OF THE EIGHTH RESTATED LOAN AGREEMENT AS OF THE EFFECTIVE
DATE AS UNUSED PORTION FEES SHALL BE PAID TO AGENT ON THE EFFECTIVE DATE.
THE
FINAL FEE PAYMENT SHALL BE DUE ON THE MATURITY DATE FOR ANY PERIOD THEN ENDING
FOR WHICH THE UNUSED PORTION FEE SHALL NOT HAVE BEEN THERETOFORE PAID.
IN THE
EVENT THE REVOLVING COMMITMENT TERMINATES ON ANY DATE PRIOR TO THE END OF ANY
SUCH QUARTERLY PERIOD, BORROWER SHALL PAY TO BANKS, ON THE DATE OF SUCH
TERMINATION, THE PRORATED PORTION OF THE TOTAL UNUSED PORTION FEE DUE FOR SUCH
OF THE PERIOD IN WHICH SUCH TERMINATION OCCURS.
(B)
BORROWING BASE INCREASE FEE.
BORROWER AGREES TO PAY TO AGENT, FOR
THE RATABLE BENEFIT OF BANKS, A BORROWING BASE INCREASE FEE (HEREINAFTER
REFERRED TO AS THE "BORROWING BASE INCREASE FEE") EQUAL TO ONE-HALF OF ONE
PERCENT (.50%) OF THE AMOUNT OF ANY INCREASE IN THE ELECTED BORROWING LIMIT FROM
THE AMOUNT OF THE ELECTED BORROWING LIMIT AS OF THE PRECEDING DETERMINATION DATE
BUT ONLY TO THE EXTENT THAT ANY SUCH NEWLY DETERMINED
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ELECTED BORROWING LIMIT IS IN EXCESS OF $110,000,000.
SAID FEE TO PAYABLE UPON
NOTICE TO BORROWER OF SUCH INCREASE.
(C)
LETTER OF CREDIT FEE.
BORROWER AGREES TO PAY TO AGENT, FOR THE
BENEFIT OF THE ISSUING BANKS, COMMISSIONS FOR ISSUING LETTERS OF CREDIT IN THE
AMOUNTS AND AT THE RATES SET FORTH HEREINABOVE IN SECTION 2(D).
(D)
AGENCY FEE.
BORROWER AGREES TO PAY TO AGENT AN AGENCY FEE FOR ITS
SERVICES AS AGENT HEREUNDER IN AN AMOUNT PREVIOUSLY NEGOTIATED BETWEEN BORROWER
AND AGENT.
9.
PREPAYMENTS.
(A)
VOLUNTARY PREPAYMENTS.
BORROWER MAY AT ANY TIME AND FROM TIME TO
TIME, WITHOUT PENALTY OR PREMIUM, MAKE VOLUNTARY PREPAYMENTS IN WHOLE OR IN PART
ON THE NOTES.
EACH SUCH PREPAYMENT SHALL BE MADE ON AT LEAST ONE (1) BUSINESS
DAY'S NOTICE TO AGENT AND SHALL BE IN AN AMOUNT OF $100,000 OR ANY LARGER
MULTIPLE THEREOF PLUS