AT NO TIME SHALL THE AGGREGATE
OF ALL OUTSTANDING ADVANCES UNDER THE CAP EX LINE EXCEED THE MAXIMUM CAP EX LINE
AMOUNT.
WITHIN THE LIMITATIONS SET FORTH IN THIS AGREEMENT, BORROWER MAY
BORROW, REPAY AND REBORROW UNDER THE CAP EX LINE.
THE CAP EX LINE SHALL BE
SUBJECT TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THE LOAN DOCUMENTS,
WHICH TERMS AND CONDITIONS ARE INCORPORATED HEREIN.
SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT, EACH CAP EX LINE LENDER AGREES TO LEND TO BORROWER
THE AMOUNT EQUAL TO SUCH CAP EX LINE LENDER'S RESPECTIVE PRO RATA CAP EX
PERCENTAGE OF EACH ADVANCE REQUESTED BY BORROWER UNDER THE CAP EX LINE.
THE
OUTSTANDING AMOUNT OF THE ADVANCES BY EACH CAP EX LINE LENDER SHALL NOT EXCEED
SUCH CAP EX LINE LENDER'S PRO RATA CAP EX SHARE (AS SUCH AMOUNT MAY CHANGE FROM
TIME TO TIME IN ACCORDANCE WITH THIS AGREEMENT).
(B)
TOGETHER WITH EACH REQUEST FOR AN ADVANCE UNDER THE CAP EX LINE,
BORROWER SHALL DELIVER TO AGENT COPIES OF INVOICES FOR THE EQUIPMENT BEING
PURCHASED WITH THE PROCEEDS OF SUCH ADVANCE, TOGETHER WITH SUCH OTHER
INFORMATION WITH RESPECT THERETO AS AGENT SHALL REASONABLY REQUIRE.
(C)
BORROWER SHALL USE PROCEEDS OF THE CAP EX LINE TO FINANCE THE
COSTS OF ACQUISITION OF EQUIPMENT TO BE USED IN THE NORMAL COURSE OF BORROWER'S
BUSINESS.
UPON CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN, A PORTION
OF THE OUTSTANDING BALANCE UNDER THE EXISTING DOCUMENTS IN THE AMOUNT OF TWO
MILLION THIRTY-SEVEN THOUSAND FOUR HUNDRED NINETY-NINE AND 77/100 DOLLARS
($2,037,499.77) SHALL BE DEEMED AN ADVANCE UNDER THE CAP EX LINE.
2.3
[INTENTIONALLY OMITTED].
2.4
Letters of Credit.
(A)
ISSUING BANK MAY, IN ITS SOLE DISCRETION, ISSUE UNDER THE WORKING
CAPITAL LINE, FROM TIME TO TIME AT BORROWER'S REQUEST AND ON TERMS AND
CONDITIONS AND FOR PURPOSES SATISFACTORY TO AGENT AND ISSUING BANK, LETTERS OF
CREDIT FOR BORROWER'S ACCOUNT ("LETTERS OF CREDIT").
BORROWER SHALL EXECUTE AND
PERFORM ADDITIONAL AGREEMENTS RELATING TO THE LETTERS OF CREDIT IN FORM AND
SUBSTANCE ACCEPTABLE TO AGENT AND ISSUING BANK, ALL OF WHICH SHALL SUPPLEMENT
THE RIGHTS AND REMEDIES GRANTED HEREIN.
ANY PAYMENTS MADE BY ANY LENDER OR
ISSUING BANK IN CONNECTION WITH THE LETTERS OF CREDIT SHALL CONSTITUTE
ADDITIONAL ADVANCES TO BORROWER UNDER THE WORKING CAPITAL LINE.
LETTERS OF
CREDIT SHALL HAVE A TERM NOT TO EXCEED (I) WITH RESPECT TO STANDBY LETTERS OF
CREDIT, 365 DAYS FROM THE DATE OF ISSUANCE THEREOF AND (II) WITH RESPECT TO
COMMERCIAL LETTERS OF CREDIT, 180 DAYS FROM THE DATE OF ISSUANCE THEREOF;
PROVIDED, HOWEVER, NO LETTER OF CREDIT SHALL EXPIRE ON A DATE LATER THAN THE
LAST DAY OF THE WORKING CAPITAL LINE CONTRACT PERIOD THEN IN EFFECT WITHOUT THE
PRIOR WRITTEN APPROVAL OF AGENT AND ISSUING BANK AND, WITH RESPECT TO ANY SUCH
LETTER OF CREDIT, BORROWER HEREBY AGREES TO DELIVER ON OR BEFORE THE LAST DAY OF
THE WORKING CAPITAL LINE PERIOD CASH COLLATERAL IN AN AMOUNT EQUAL TO ONE
HUNDRED FIVE PERCENT (105%) OF THE OUTSTANDING UNDRAWN