TO SUCH ARTICLE OR SECTION OF THIS CREDIT AGREEMENT OR
SUCH OTHER LOAN DOCUMENT, AS THE CASE MAY BE, AND, UNLESS OTHERWISE SPECIFIED,
REFERENCES IN ANY ARTICLE, SECTION OR DEFINITION TO ANY CLAUSE ARE REFERENCES TO
SUCH CLAUSE OF SUCH ARTICLE, SECTION OR DEFINITION.
SECTION 1.05.
EXHIBITS AND SCHEDULES.
ALL EXHIBITS AND SCHEDULES TO
THIS CREDIT AGREEMENT, EITHER AS ORIGINALLY EXISTING OR AS THE SAME MAY FROM
TIME TO TIME BE SUPPLEMENTED, MODIFIED OR AMENDED, ARE INCORPORATED HEREIN BY
THIS REFERENCE.
ARTICLE II
AMOUNT, TERMS AND SECURITY OF THE BANK FACILITIES
SECTION 2.01.
THE CREDIT FACILITY.
(A)
SUBJECT TO THE CONDITIONS AND UPON THE TERMS HEREINAFTER SET FORTH
AND IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THE REVOLVING CREDIT NOTE, ON
AND AFTER THE RESTATEMENT EFFECTIVE DATE LENDERS SEVERALLY AGREE IN THE
PROPORTIONS SET FORTH ON THE SCHEDULE OF LENDERS' PROPORTIONS IN CREDIT FACILITY
TO LEND AND ADVANCE BORROWINGS TO BORROWER, UP TO THE AGGREGATE COMMITMENT IN
THE INITIAL AMOUNT OF SIXTY MILLION DOLLARS ($60,000,000.00), SUBJECT TO
INCREASE BY UP TO AN ADDITIONAL FIFTEEN MILLION DOLLARS ($15,000,000.00) AS
PROVIDED IN SECTION 2.01(E) HEREINBELOW, IN SUCH AMOUNTS AS BORROWER MAY REQUEST
BY NOTICE OF BORROWING DULY EXECUTED BY AN AUTHORIZED OFFICER AND DELIVERED TO
AGENT BANK FROM TIME TO TIME AS PROVIDED IN SECTION 2.03.
(B)
SUBJECT TO THE USES AND PURPOSES SET FORTH IN SECTION 2.02, ON AND
AFTER THE RESTATEMENT EFFECTIVE DATE BORROWER MAY BORROW, REPAY AND REBORROW THE
BORROWINGS UP TO THE AVAILABLE BORROWINGS FROM TIME TO TIME.
PROVIDED, HOWEVER,
AMOUNTS OF FUNDED OUTSTANDINGS BEARING INTEREST WITH REFERENCE TO A LIBO RATE
SHALL BE SUBJECT TO BREAKAGE CHARGES INCIDENT TO PREPAYMENT.
THE CREDIT
FACILITY SHALL BE FOR A TERM COMMENCING ON THE RESTATEMENT EFFECTIVE DATE AND
TERMINATING ON THE MATURITY DATE.
IN NO EVENT SHALL ANY LENDER BE LIABLE TO
FUND ANY AMOUNTS UNDER THE CREDIT FACILITY IN EXCESS OF ITS RESPECTIVE
SYNDICATION INTEREST IN ANY BORROWING.
38
(C)
NOTWITHSTANDING THE SCHEDULED REDUCTIONS TO THE AGGREGATE COMMITMENT
AS SET FORTH ON THE AGGREGATE COMMITMENT REDUCTION SCHEDULE, BORROWER MAY
VOLUNTARILY FURTHER REDUCE THE AGGREGATE COMMITMENT FROM TIME TO TIME (A
"VOLUNTARY PERMANENT REDUCTION") ON THE FOLLOWING CONDITIONS:
(I)
THAT EACH SUCH VOLUNTARY PERMANENT REDUCTION BE IN THE MINIMUM
AMOUNT OF FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) AND IN INCREMENTS OF FIFTY
THOUSAND DOLLARS ($50,000.00) AND MADE IN WRITING BY AN AUTHORIZED OFFICER OF
BORROWER, EFFECTIVE ON THE THIRD (3RD) BANKING BUSINESS DAY FOLLOWING RECEIPT BY
AGENT BANK; AND
(II)
THAT EACH SUCH VOLUNTARY PERMANENT REDUCTION SHALL BE IRREVOCABLE
AND A PERMANENT REDUCTION TO THE AGGREGATE COMMITMENT.
(D)
IN THE EVENT ANY SCHEDULED REDUCTION, VOLUNTARY PERMANENT REDUCTION
OR MANDATORY COMMITMENT REDUCTION REDUCES THE AGGREGATE COMMITMENT TO LESS THAN
THE SUM OF THE FUNDED OUTSTANDINGS, THE BORROWER SHALL IMMEDIATELY, CAUSE THE
FUNDED OUTSTANDINGS TO BE REDUCED BY SUCH AMOUNT AS MAY BE NECESSARY TO CAUSE
THE FUNDED OUTSTANDINGS TO BE EQUAL TO OR LESS THAN THE AGGREGATE COMMITMENT.
NO VOLUNTARY PERMANENT REDUCTION OR MANDATORY COMMITMENT REDUCTIONS SHALL
RELIEVE OR OTHERWISE DEFER