BE PROMPTLY CONFIRMED IN
WRITING.
EACH NOTICE OF BORROWING SHALL BE IN THE FORM OF EXHIBIT "A" ATTACHED
HERETO AND SHALL BE RECEIVED BY AGENT NOT LATER THAN 11:00 A.M. DALLAS, TEXAS
TIME, (I) ONE BUSINESS DAY PRIOR TO THE BORROWING DATE IN THE CASE OF BASE RATE
LOANS; AND (II) THREE (3) BUSINESS DAYS PRIOR TO ANY PROPOSED BORROWING DATE IN
THE CASE OF EURODOLLAR LOANS.
EACH NOTICE OF BORROWING SHALL SPECIFY (I) THE
BORROWING DATE (WHICH SHALL BE A BUSINESS DAY), (II) THE PRINCIPAL AMOUNT TO BE
BORROWED, (III) THE PORTION OF THE BORROWING CONSTITUTING BASE RATE LOANS AND/OR
EURODOLLAR LOANS, (IV) IF ANY PORTION OF THE PROPOSED BORROWING IS TO
-12-
CONSTITUTE EURODOLLAR LOANS, THE INITIAL INTEREST PERIOD SELECTED BY BORROWER
PURSUANT TO SECTION 4 HEREOF TO BE APPLICABLE THERETO, AND (V) THE DATE UPON
WHICH DISBURSEMENT IS REQUIRED.
UPON RECEIPT OF SUCH NOTICE, AGENT SHALL ADVISE
EACH BANK THEREOF.
NOT LATER THAN 1:00 P.M., DALLAS, TEXAS TIME, ON THE DATE
UPON WHICH THE ADVANCE IS TO BE MADE, EACH BANK SHALL PROVIDE AGENT AT ITS
OFFICE AT 1717 MAIN STREET, DALLAS, TEXAS 75201, IN IMMEDIATELY AVAILABLE FUNDS,
ITS PRO RATA SHARE OF THE REQUESTED ADVANCE.
NOT LATER THAN 2:00 P.M., DALLAS,
TEXAS TIME, ON THE DATE FOR WHICH THE ADVANCE WAS REQUESTED, AGENT SHALL MAKE
AVAILABLE TO BORROWER AT THE SAME OFFICE, IN LIKE FUNDS, THE AGGREGATE AMOUNT OF
SUCH REQUESTED ADVANCE.
NEITHER AGENT NOR ANY BANK SHALL INCUR ANY LIABILITY TO
BORROWER IN ACTING UPON ANY NOTICE REFERRED TO ABOVE WHICH AGENT OR SUCH BANK
BELIEVES IN GOOD FAITH TO HAVE BEEN GIVEN BY A DULY AUTHORIZED OFFICER OR OTHER
PERSON AUTHORIZED TO BORROW ON BEHALF OF BORROWER OR FOR OTHERWISE ACTING IN
GOOD FAITH UNDER THIS SECTION 2(C).
UPON FUNDING OF ADVANCES BY BANKS IN
ACCORDANCE WITH THIS AGREEMENT PURSUANT TO ANY SUCH NOTICE, BORROWER SHALL HAVE
EFFECTED ADVANCES HEREUNDER.
(D)
PROCEDURE FOR OBTAINING LETTERS OF CREDIT.
THE AMOUNT AND DATE OF
ISSUANCE, RENEWAL, EXTENSION OR REISSUANCE OF A LETTER OF CREDIT PURSUANT TO THE
BANKS' COMMITMENT ABOVE IN SECTION 2(B) SHALL BE DESIGNATED BY BORROWER'S
WRITTEN REQUEST DELIVERED TO AGENT AT LEAST THREE (3) BUSINESS DAYS PRIOR TO THE
DATE OF SUCH ISSUANCE, RENEWAL, EXTENSION OR REISSUANCE.
CONCURRENTLY WITH OR
PROMPTLY FOLLOWING THE DELIVERY OF THE REQUEST FOR A LETTER OF CREDIT, BORROWER
SHALL EXECUTE AND DELIVER TO THE AGENT AN APPLICATION AND AGREEMENT WITH RESPECT
TO THE LETTERS OF CREDIT ON THE CUSTOMARY FORMS OF THE AGENT PERTAINING TO SUCH
LETTERS OF CREDIT.
THE AGENT SHALL NOT BE OBLIGATED TO ISSUE, RENEW, EXTEND OR
REISSUE SUCH LETTERS OF CREDIT IF (A) THE AMOUNT THEREON WHEN ADDED TO THE
AMOUNT OF THE OUTSTANDING LETTERS OF CREDIT EXCEED TEN MILLION DOLLARS
($10,000,000.00) OR (B) THE AMOUNT THEREOF WHEN ADDED TO THE AMOUNT OF ALL
OUTSTANDING LETTERS OF CREDIT AND ALL AMOUNTS OUTSTANDING UNDER THE NOTES WOULD
EXCEED THE REVOLVING COMMITMENT.
BORROWER AGREES TO PAY THE AGENT FOR THE
BENEFIT OF THE BANKS COMMISSIONS