the Borrower, dated
the date hereof, and substantially in the form of Exhibit A attached hereto, as
amended, restated, supplemented or otherwise modified from time to time, and
shall also refer to all other promissory notes accepted from time to time in
substitution therefor or renewal thereof.
20
"Working Capital Facility Percentage" means, as to any Lender, the percentage
equivalent of a fraction the numerator of which is the amount of such Lender's
Commitment and the denominator of which is the aggregate amount of the
Commitments of all Lenders.
"written" or "in writing" means any form of written communication or a
communication by means of telex, telecopier device, telegraph or cable.
SECTION 1.2
USE OF DEFINED TERMS.
UNLESS OTHERWISE DEFINED OR THE
CONTEXT OTHERWISE REQUIRES, TERMS FOR WHICH MEANINGS ARE PROVIDED IN THIS
AGREEMENT SHALL HAVE SUCH MEANINGS WHEN USED IN THE SCHEDULES AND EACH NOTE,
BORROWING REQUEST, COMPLIANCE CERTIFICATE, THE BORROWING BASE CERTIFICATE,
NOTICE AND OTHER COMMUNICATION DELIVERED FROM TIME TO TIME IN CONNECTION WITH
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.
SECTION 1.3
CROSS-REFERENCES.
UNLESS OTHERWISE SPECIFIED, REFERENCES IN
THIS AGREEMENT AND IN EACH OTHER LOAN DOCUMENT TO ANY ARTICLE OR SECTION ARE
REFERENCES TO SUCH ARTICLE OR SECTION OF THIS AGREEMENT OR SUCH OTHER LOAN
DOCUMENT, AS THE CASE MAY BE, AND UNLESS OTHERWISE SPECIFIED, REFERENCES IN ANY
ARTICLE, SECTION, OR DEFINITION TO ANY SUBSECTION OR CLAUSE ARE REFERENCES TO
SUCH SUBSECTION OR CLAUSE OF SUCH SECTION, ARTICLE OR DEFINITION.
SECTION 1.4
ACCOUNTING AND FINANCIAL DETERMINATIONS.
UNLESS OTHERWISE
SPECIFIED, ALL ACCOUNTING TERMS USED HEREIN OR IN ANY OTHER LOAN DOCUMENT SHALL
BE INTERPRETED, ALL ACCOUNTING DETERMINATIONS AND COMPUTATIONS HEREUNDER OR
THEREUNDER SHALL BE MADE, AND ALL FINANCIAL STATEMENTS REQUIRED TO BE DELIVERED
HEREUNDER OR THEREUNDER SHALL BE PREPARED, IN ACCORDANCE WITH GAAP CONSISTENTLY
APPLIED IN ACCORDANCE WITH HISTORICAL PRACTICES.
ARTICLE 2
COMMITMENTS
SECTION 2.1
COMMITMENT.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT (INCLUDING ARTICLE 4), EACH LENDER AGREES TO PROVIDE ITS COMMITMENT;
AS MORE FULLY DESCRIBED IN THIS SECTION 2.1.
SECTION 2.1.1
COMMITMENTS.
SUBJECT TO THE LIMITATIONS SET FORTH IN THIS
AGREEMENT, FROM TIME TO TIME ON ANY BUSINESS DAY OCCURRING DURING THE PERIOD
COMMENCING ON THE CLOSING DATE TO, BUT EXCLUDING, THE WORKING CAPITAL FACILITY
MATURITY DATE, EACH LENDER SEVERALLY WILL MAKE ITS WORKING CAPITAL FACILITY
PERCENTAGE OF ANY BORROWING OF WORKING CAPITAL FACILITY LOANS ON SUCH BUSINESS
DAY AS THE BORROWERS' REPRESENTATIVE SHALL REQUEST ON BEHALF OF ITSELF AND THE
OTHER BORROWERS IN ACCORDANCE WITH SECTION 3.1 AND SHALL ARRANGE FOR THE
ISSUANCE OF LETTERS OF CREDIT AS THE BORROWERS' REPRESENTATIVE SHALL REQUEST ON
BEHALF OF ITSELF AND THE OTHER BORROWERS IN ACCORDANCE WITH SECTION 3.10.
SUBJECT TO THE TERMS HEREOF, THE BORROWERS' REPRESENTATIVE MAY, ON BEHALF OF
ITSELF AND THE OTHER BORROWERS, FROM TIME TO TIME BORROW, REPAY, AND REBORROW
WORKING CAPITAL FACILITY LOANS PURSUANT TO THE COMMITMENTS.
SECTION 2.1.2
AGENT AND LENDERS NOT REQUIRED TO EXTEND CREDIT UNDER
COMMITMENTS.
THE AGENT AND THE LENDERS SHALL NOT BE REQUIRED TO MAKE