INTEREST IS PAYABLE MONTHLY ON THE FIRST (1ST) CALENDAR DAY OF EACH MONTH.
PAYMENTS OF PRINCIPAL AND/OR INTEREST RECEIVED AFTER 12:00 NOON EASTERN TIME ARE
CONSIDERED RECEIVED AT THE OPENING OF BUSINESS ON THE NEXT BUSINESS DAY. WHEN A
PAYMENT IS DUE ON A DAY THAT IS NOT A BUSINESS DAY, THE PAYMENT IS DUE THE NEXT
BUSINESS DAY AND ADDITIONAL FEES OR INTEREST, AS APPLICABLE, SHALL CONTINUE TO
ACCRUE.
2.4
EARLY TERMINATION. THIS AGREEMENT MAY BE
TERMINATED PRIOR TO THE REVOLVING LINE MATURITY DATE AS FOLLOWS: (I) BY
BORROWER, EFFECTIVE THREE (3) BUSINESS DAYS AFTER WRITTEN NOTICE OF TERMINATION
IS GIVEN TO BANK; OR (II) BY BANK AT ANY TIME AFTER THE OCCURRENCE OF AN EVENT
OF DEFAULT, WITHOUT NOTICE, EFFECTIVE IMMEDIATELY. IF THIS AGREEMENT IS
TERMINATED ON OR PRIOR TO THE DATE THAT IS ONE (1) YEAR FROM THE EFFECTIVE DATE
(A) BY BANK IN ACCORDANCE WITH CLAUSE (II) IN THE FOREGOING SENTENCE, OR (B) BY
BORROWER FOR ANY REASON, BORROWER SHALL PAY TO BANK A TERMINATION FEE IN AN
AMOUNT EQUAL TO SEVENTY-FIVE THOUSAND DOLLARS ($75,000.00) (THE "EARLY
TERMINATION FEE"). THE EARLY TERMINATION FEE SHALL BE DUE AND PAYABLE ON THE
EFFECTIVE DATE OF SUCH TERMINATION AND THEREAFTER SHALL BEAR INTEREST AT A RATE
EQUAL TO THE HIGHEST RATE APPLICABLE TO ANY OF THE OBLIGATIONS.
2.5
FEES. BORROWER SHALL PAY TO BANK:
(A)
COMMITMENT FEE. A FULLY EARNED,
NON-REFUNDABLE COMMITMENT FEE OF EIGHTEEN THOUSAND SEVEN HUNDRED FIFTY DOLLARS
($18,750.00), ON THE EFFECTIVE DATE;
(B)
LETTER OF CREDIT FEE. BANK'S CUSTOMARY FEES
AND EXPENSES FOR THE ISSUANCE OR RENEWAL OF LETTERS OF CREDIT, UPON THE
ISSUANCE, EACH ANNIVERSARY OF THE ISSUANCE, AND THE RENEWAL OF SUCH LETTER OF
CREDIT;
(C)
EARLY TERMINATION FEE. THE EARLY
TERMINATION FEE, WHEN DUE HEREUNDER;
(D)
UNUSED REVOLVING LINE FACILITY FEE. A FEE
(THE "UNUSED REVOLVING LINE FACILITY FEE"), PAYABLE QUARTERLY , IN ARREARS, ON A
CALENDAR YEAR BASIS, IN AN AMOUNT EQUAL TO ONE QUARTER OF ONE PERCENT (0.25%)
PER ANNUM OF THE AVERAGE UNUSED PORTION OF THE REVOLVING LINE DURING SUCH
QUARTER, AS DETERMINED BY BANK. THE UNUSED PORTION OF THE REVOLVING LINE, FOR
THE PURPOSES OF THIS CALCULATION, SHALL INCLUDE AVERAGE AMOUNTS RESERVED UNDER
THE CASH MANAGEMENT SERVICES SUBLIMIT FOR PRODUCTS PROVIDED AND UNDER THE
FOREIGN EXCHANGE SUBLIMIT FOR FX FORWARD CONTRACTS DURING SUCH QUARTER. BORROWER
SHALL NOT BE ENTITLED TO ANY CREDIT, REBATE OR REPAYMENT OF ANY UNUSED REVOLVING
LINE FACILITY FEE PREVIOUSLY EARNED BY BANK PURSUANT TO THIS SECTION
NOTWITHSTANDING ANY TERMINATION OF THE AGREEMENT OR THE SUSPENSION OR
TERMINATION OF BANK'S OBLIGATION TO MAKE LOANS AND ADVANCES HEREUNDER;
AND
(E)
BANK EXPENSES. ALL BANK EXPENSES (INCLUDING
REASONABLE ATTORNEYS' FEES AND EXPENSES, PLUS EXPENSES, FOR DOCUMENTATION AND
NEGOTIATION OF THIS AGREEMENT) INCURRED THROUGH AND AFTER THE EFFECTIVE DATE,
WHEN DUE.
3
CONDITIONS OF LOANS
3.1
CONDITIONS PRECEDENT TO INITIAL CREDIT
EXTENSION. BANK'S OBLIGATION TO MAKE THE INITIAL CREDIT EXTENSION IS SUBJECT TO
THE CONDITION PRECEDENT THAT BANK SHALL HAVE RECEIVED, IN FORM AND SUBSTANCE
SATISFACTORY TO BANK, SUCH