Common use of Revolver Facility Clause in Contracts

Revolver Facility. (A) Each Lender, severally and not jointly, agrees to lend to Borrowers from time to time during the period from the Closing Date to but excluding the Expiry Date, at the request of Borrowers' Agent in the manner provided below, its Pro Rata Share of the Commitments not to exceed, however, at any time, and in any event, each Lender's Pro Rata Share of the Maximum Revolver Loan Amount. The aggregate amount of all Commitments shall be equal at any one time to Eighty Million Dollars ($80,000,000). The amount of each Lender's Commitment shall be equal at any one time to its Pro Rata Share of all Commitments. Amounts borrowed under this subsection may be repaid and reborrowed at any time prior to the Expiry Date; provided, however, that in the event that any Overadvance shall ever exist Borrowers shall repay such Overadvance, in full, immediately upon demand. No Lender shall have any obligation to make Revolver Loans to Borrowers to the extent any Revolver Loan requested by Borrowers' Agent on behalf of Borrowers would cause the principal balance of all Revolver Loans then outstanding to exceed the Maximum Revolver Loan Amount, except as provided in subsection 2.1(c) subject to the limitations set forth therein. Each Revolver Loan shall be made (or deemed made), in the following manner: (a) Borrowers' Agent shall give Agent written or oral notice of Borrowers' intention to borrow (which notice shall be irrevocable) before 12:00 Noon (New York, New York time), on any Business Day specifying the amount of the proposed borrowing and the proposed borrowing date (which notice, in the case of any LIBOR Rate Loan shall be given not later than three (3) Business Days in advance of the proposed borrowing date); and (b) unless payment is otherwise timely made by Borrowers, the becoming due of any Obligation required to be paid under this Agreement or any Loan Document shall be deemed irrevocably to be a request by Borrowers' Agent on behalf of Borrowers for a Revolver Loan on the due date of, and in the amount required to pay, such Obligations. The proceeds of each Revolver Loan requested by oral or written notice of intention to borrow given as described above are to be disbursed by Agent in lawful money of the United States of America in immediately available funds, in the case of the initial borrowing, in accordance with the terms of the written disbursement letter or other instructions from Borrowers' Agent, and in the case of each subsequent borrowing, by wire transfer to such bank account as may be agreed upon by Borrowers'

Revolver Facility. (A) Each Lender, severally For so long as no Default or Event of Default exists and not jointly, agrees to lend to Borrowers from time to time during the period from the Closing Date to but excluding date hereof through the Expiry Date, at day before the request of Borrowers' Agent in the manner provided below, its Pro Rata Share last day of the Commitments not to exceedOriginal Term, however, at any time, and in any event, each Lender's Pro Rata Share of the Maximum Revolver Loan Amount. The aggregate amount of all Commitments shall be equal at any one time to Eighty Million Dollars ($80,000,000). The amount of each Lender's Commitment shall be equal at any one time to its Pro Rata Share of all Commitments. Amounts borrowed under this subsection may be repaid and reborrowed at any time prior to the Expiry Date; provided, however, that in the event that any Overadvance shall ever exist Borrowers shall repay such Overadvance, in full, immediately upon demand. No Lender shall have any obligation to make Revolver Loans to Borrowers Borrower from time to time, up to a maximum principal amount at any time outstanding equal to $35,000,000, minus, on any date of determination, (i) the extent any Revolver Loan requested by Borrowers' Agent on behalf of Borrowers would cause the outstanding principal balance of all Revolver the Acquisition Loans, (ii) the outstanding principal balance of the Share Repurchase Loans then outstanding to exceed the Maximum Revolver Loan Amount, except as provided in subsection 2.1(cand (iii) subject to the limitations set forth therein. Each Revolver Loan shall be made (or deemed made), in the following manner: (a) Borrowers' Agent shall give Agent written or oral notice of Borrowers' intention to borrow (which notice shall be irrevocable) before 12:00 Noon (New York, New York time), on any Business Day specifying the amount of the proposed borrowing and LC Obligations (the proposed borrowing date (which notice"Commitment"). If the unpaid balance of the Loans should exceed the Commitment, in such Loans shall nevertheless constitute Obligations that are entitled to all of the case benefits thereof. The presentation by a Borrower for payment by Lender of any LIBOR Rate Loan check or other item of payment drawn on the Controlled Disbursement Account shall be given not later than three (3) Business Days in advance of the proposed borrowing date); and (b) unless payment is otherwise timely made by Borrowers, the becoming due of any Obligation required to be paid under this Agreement or any Loan Document shall also be deemed irrevocably to be a request by Borrowers' Agent on behalf of Borrowers for a Revolver Loan on the due date of, and under Section 2.1 hereof in the amount required of such check or other item of payment. Insofar as Borrower may request and Lender may be willing in its discretion to paymake Revolver Loans to Borrower at a time when the unpaid balance of Loans exceeds, or would exceed with the making of any such ObligationsRevolver Loan, the Commitment (any such Revolver Loan or Revolver Loans being herein referred to individually as an "Overadvance" and collectively as "Overadvances"), Lender shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand. The proceeds of each Revolver Loan requested by oral or written notice of intention Loans shall be used solely for Borrower's working capital needs to borrow given as described above are to be disbursed by Agent in lawful money of the United States of America in immediately available funds, in the case of the initial borrowing, in accordance extent not inconsistent with the terms provisions of this Agreement. All Revolver Loans shall be evidenced by the written disbursement letter or other instructions from Borrowers' Agent, Note and in the case of each subsequent borrowing, by wire transfer shall bear interest pursuant to such bank account as may be agreed upon by Borrowers'Section 3 hereof.

Revolver Facility. (Aa) Each LenderRevolver Lender severally, severally and but not jointly, agrees to lend to Borrowers from time to time during the period from the Closing Date to but excluding the Expiry Date, at the request of Restricted Borrowers' Agent in the manner provided below, its Pro Rata Share of the Commitments not to exceed, however, at any time, and in any eventto the extent designated pursuant to the terms hereof, each Lender's Pro Rata Share of the Maximum Unrestricted Borrowers, such Revolver Loan Amount. The aggregate amount of all Commitments shall be equal at any one time to Eighty Million Dollars ($80,000,000). The amount of each Lender's Commitment shall be equal at any Percentage of one time or more Borrowings under the Revolver Facility not to its Pro Rata Share of all Commitments. Amounts borrowed exceed such Revolver Lender's Committed Sum under this subsection the Revolver Facility, which Borrowings may be repaid and reborrowed at any from time prior to the Expiry Date; provided, however, that in the event that any Overadvance shall ever exist Borrowers shall repay such Overadvance, in full, immediately upon demand. No Lender shall have any obligation to make Revolver Loans to Borrowers to the extent any Revolver Loan requested by Borrowers' Agent on behalf of Borrowers would cause the principal balance of all Revolver Loans then outstanding to exceed the Maximum Revolver Loan Amount, except as provided in subsection 2.1(c) subject to the limitations set forth therein. Each Revolver Loan shall be made (or deemed made), in the following manner: (a) Borrowers' Agent shall give Agent written or oral notice of Borrowers' intention to borrow (which notice shall be irrevocable) before 12:00 Noon (New York, New York time), on any Business Day specifying the amount of the proposed borrowing and the proposed borrowing date (which notice, in the case of any LIBOR Rate Loan shall be given not later than three (3) Business Days in advance of the proposed borrowing date); and (b) unless payment is otherwise timely made by Borrowers, the becoming due of any Obligation required to be paid under this Agreement or any Loan Document shall be deemed irrevocably to be a request by Borrowers' Agent on behalf of Borrowers for a Revolver Loan on the due date of, and in the amount required to pay, such Obligations. The proceeds of each Revolver Loan requested by oral or written notice of intention to borrow given as described above are to be disbursed by Agent in lawful money of the United States of America in immediately available funds, in the case of the initial borrowing, time in accordance with the terms and provisions of the written disbursement letter Loan Documents; provided that, (a) each such Borrowing must occur on a Business Day and no later than the Business Day immediately preceding the Termination Date for the Revolver Facility; (b) each such Borrowing shall be in an amount not less than $10,000,000 or other instructions a greater integral multiple of $500,000 if a Eurodollar Rate Borrowing, or $5,000,000 or a greater integral multiple of $100,000 if a Base Rate Borrowing; (c) on any date of determination, after giving effect to the requested Borrowing, the Revolver Commitment Usage shall never exceed the Revolver Commitment; (d) on any date of determination, after giving effect to the requested Borrowing, each Revolver Lender's Commitment Percentage (under the Revolver Facility) of the Revolver Commitment Usage shall not exceed such Lender's Committed Sum; (e) on any date of determination, after giving effect to the requested Borrowing, the aggregate amount of Principal Debt outstanding from Borrowers' Agentall Borrowings made to all Unrestricted Borrowers shall not exceed $500,000,000; and (f) on any date of determination, and in after giving effect to the case requested Borrowing, the aggregate amount of Principal Debt outstanding from all Borrowings made to each subsequent borrowing, by wire transfer to Unrestricted Borrower shall not exceed the Designated Amount for such bank account as may be agreed upon by Borrowers'Unrestricted Borrower.

Revolver Facility. (A1) Each Lender, severally and not jointly, agrees to lend to Borrowers from time to time during During the period from the Closing Date to date hereof to, but excluding not including, the Expiry Termination Date, at the request of Borrowers' Agent Borrower may borrow, repay and reborrow Revolver Loans in the manner provided below, its Pro Rata Share of the Commitments not to exceed, however, at any time, and in any event, each Lender's Pro Rata Share of the Maximum Revolver Loan Amount. The aggregate amount of all Commitments shall be equal at any one time to Eighty Million Dollars ($80,000,000). The amount respect of each Lender's Commitment shall be equal at any one time Eligible Supply Contract in up to its Pro Rata Share of all Commitments. Amounts borrowed under this subsection may be repaid and reborrowed a maximum principal amount at any time prior outstanding under the Revolver Facility equal to the Expiry DateBorrowing Base determined by Lender for such Eligible Supply Contract at such time; provided, however, that in the event that any Overadvance shall ever exist Borrowers exist, Borrower shall repay such Overadvance, in full, immediately upon demand. No immediately; and, provided, further, that if any Eligible Supply Contract shall cease to be an Eligible Supply Contract, then, Lender shall have any obligation may, at its option, (i) refuse to make any further Revolver Loans to Borrowers to the extent any Revolver Loan requested by Borrowers' Agent on behalf of Borrowers would cause the principal balance in respect thereof and (ii) demand full payment of all Revolver Loans then outstanding to exceed the Maximum Revolver Loan Amount, except as provided in subsection 2.1(c) subject to the limitations set forth thereinrespect thereof. Each Revolver Loan shall be made (or deemed made), in the following manner: (a) Borrowers' Agent Borrower shall give Agent Lender written or oral notice of Borrowers' its intention to borrow (which notice shall be irrevocable) before 12:00 Noon 11:30 a.m. (New YorkAtlanta, New York Georgia time), on any Business Day specifying the Eligible Supply Contract in respect of which such Loan is being requested, the amount of the proposed borrowing and borrowing, the proposed borrowing date (which notice, in the case of any and whether such Loan is to be a Base Rate Loan or a LIBOR Rate Loan shall be given not later than three (3) Business Days in advance of the proposed borrowing date)Loan; and (b) unless payment is otherwise timely made by BorrowersBorrower, the becoming due of any Obligation required to be paid under this Agreement or any Loan Document shall be deemed irrevocably to be a request by Borrowers' Agent on behalf of Borrowers Borrower for a Revolver Loan on the due date of, and in the amount required to pay, such Obligations; and (c) the presentation by Borrower for payment by Tennessee Bank of any check or other item of payment drawn on the Controlled Disbursement Account shall be deemed irrevocably to be a request for a Revolver Loan in the amount of such check or other item of payment; it being understood that, in the case of clauses (b) and (c) above, Lender shall have the right to allocate the Revolver Loans arising therefrom to any one or more or all of the Eligible Supply Contracts, at Lender's discretion (even if, in doing so, an Overadvance is created). The proceeds of each Revolver Loan requested by oral or written notice of intention to borrow given as described above are to be disbursed by Agent Lender in lawful money of the United States of America in immediately available funds, in the case of the initial borrowing, in accordance with the terms of the written disbursement letter or other instructions from Borrowers' AgentBorrower, and in the case of each subsequent borrowing, by wire transfer to the Controlled Disbursement Account; and the proceeds of each Revolver Loan requested to satisfy an Obligation as described above are to be disbursed by Lender by way of direct payment of the relevant Obligation. Each oral request for a Revolver Loan is to be conclusively presumed to be made by a Person authorized by Borrower to do so; and the making of the requested Revolver Loan shall conclusively establish Borrower's obligation to repay such bank account as Revolver Loan in accordance with this Agreement. Any written notice of intention to borrow shall be in the form of a Notice of Borrowing. Any oral notice of intention to borrow may, at Lender's option, be required to be confirmed not later than one (1) Business Day later than the giving of oral notice by the giving of a written Notice of Borrowing. Notwithstanding the foregoing, and in any event, all notices of intention to borrow LIBOR Rate Loans shall be delivered by a Notice of Borrowing received by Lender at least three (3) Business Days in advance of a proposed borrowing date and be in the minimum amount of Five Hundred Thousand Dollars ($500,000) and integral multiples of Fifty Thousand Dollars ($50,000) in excess thereof. The proceeds of each Revolver Loan shall be used by Borrower solely for Permitted Proceeds Uses. Notwithstanding Lender's receipt (or deemed receipt) of any request for a Revolver Loan, Lender shall not be bound to honor any such request except to the extent, in the manner and subject to all terms and conditions relevant thereto contained herein. The Indebtedness of Borrower to Lender arising from the making of each Revolver Loan in respect of an Eligible Supply Contract shall be evidenced by a Revolver Note in a principal amount equal to the maximum amount of borrowings which may be agreed upon obtained hereunder in respect of such Eligible Supply Contract. Each Revolver Note shall be executed and delivered in conjunction with a Supply Contract being accepted by Borrowers'Lender as an Eligible Supply Contract.

Revolver Facility. (A1) Each Lender, severally and not jointly, agrees to lend to Borrowers from time to time during During the period from the Closing Date to date hereof to, but excluding not including, the Expiry Termination Date, at the request of Borrowers' Agent in the manner provided beloweach Borrower may borrow, its Pro Rata Share of the Commitments not repay and reborrow Revolver Loans up to exceed, however, at any time, and in any event, each Lender's Pro Rata Share of the Maximum Revolver Loan Amount. The aggregate a maximum principal amount of all Commitments shall be equal at any one time to Eighty Million Dollars ($80,000,000). The amount of each Lender's Commitment shall be equal at any one time to its Pro Rata Share of all Commitments. Amounts borrowed under this subsection may be repaid and reborrowed at any time prior outstanding under the Revolver Facility equal to the Expiry Dateits Borrowing Base, as determined by Lender for such Borrower; providedPROVIDED, howeverHOWEVER, that in the event that any Overadvance shall ever exist exist, Borrowers shall repay such Overadvance, in full, immediately upon demand. No immediately; and, PROVIDED, FURTHER, that if any Eligible Supply Contract shall cease to be an Eligible Supply Contract, then, Lender shall have any obligation may, at its option, (i) refuse to make any further Revolver Loans to Borrowers to the extent any Revolver Loan requested by Borrowers' Agent on behalf of Borrowers would cause the principal balance in respect thereof and (ii) demand full payment of all Revolver Loans then outstanding to exceed the Maximum Revolver Loan Amount, except as provided in subsection 2.1(c) subject to the limitations set forth thereinrespect thereof. Each Revolver Loan shall be made (or deemed made), in the following manner: (a) Borrowers' Agent a Borrower shall give Agent Lender written or oral notice of Borrowers' its intention to borrow (which notice shall be irrevocable) before 12:00 Noon 11:30 a.m. (New YorkCharlotte, New York North Carolina time), on any Business Day specifying the amount of the proposed borrowing and borrowing, the proposed borrowing date (which notice, in the case of any and whether such Loan is to be a Base Rate Loan or a LIBOR Rate Loan shall be given not later than three (3) Business Days in advance of the proposed borrowing date)Loan; and (b) unless payment is otherwise timely made by Borrowersa Borrower, the becoming due of any Obligation required to be paid under this Agreement or any Loan Document shall be deemed irrevocably to be a request by Borrowers' Agent on behalf of Borrowers such Borrower for a Revolver Loan on the due date of, and in the amount required to pay, such Obligations; and (c) the presentation by a Borrower for payment by Disbursement Bank of any check or other item of payment drawn on the Controlled Disbursement Account shall be deemed irrevocably to be a request by it for a Revolver Loan in the amount of such check or other item of payment. The proceeds of each Revolver Loan requested by oral or written notice of intention to borrow given as described above are to be disbursed by Agent Lender in lawful money of the United States of America in immediately available funds, in the case of the initial borrowing, in accordance with the terms of the written disbursement letter or other instructions from Borrowers' Agenta Borrower, and in the case of each subsequent borrowing, by wire transfer to the Controlled Disbursement Account; and the proceeds of each Revolver Loan requested to satisfy an Obligation as described above are to be disbursed by Lender by way of direct payment of the relevant Obligation. Each oral request for a Revolver Loan is to be conclusively presumed to be made by a Person authorized by a Borrower to do so; and the making of the requested Revolver Loan shall conclusively establish a Borrower's obligation to repay such bank account as Revolver Loan in accordance with this Agreement. Any written notice of intention to borrow shall be in the form of a Notice of Borrowing. Any oral notice of intention to borrow may, at Lender's option, be required to be confirmed not later than one (1) Business Day later than the giving of oral notice by the giving of a written Notice of Borrowing. Notwithstanding the foregoing, and in any event, all notices of intention to borrow LIBOR Rate Loans shall be delivered by a Notice of Borrowing received by Lender at least three (3) Business Days in advance of a proposed borrowing date and be in the minimum amount of Five Hundred Thousand Dollars ($500,000) and integral multiples of Fifty Thousand Dollars ($50,000) in excess thereof. The proceeds of each Revolver Loan shall be used by Borrowers solely for Permitted Proceeds Uses. Notwithstanding Lender's receipt (or deemed receipt) of any request for a Revolver Loan, Lender shall not be bound to honor any such request except to the extent, in the manner and subject to all terms and conditions relevant thereto contained herein. The Indebtedness of each Borrower to Lender arising from the making of each Revolver Loan to it shall be evidenced by a separate Revolver Note in a principal amount equal to the maximum amount of borrowings which may be agreed upon obtained hereunder by Borrowers'such Borrower. A Revolver Note shall be executed and delivered by each Borrower on the Closing Date.

Revolver Facility. (A) Each Lender, severally and not jointly, agrees to lend to Borrowers Borrower, from time to time during the period from commencing on the Closing Date to but excluding date all conditions precedent set forth in Subsections 7.1 and 7.2 are satisfied or waived as provided herein and ending on the Expiry Business Day immediately preceding the Revolver Expiration Date, at the request of Borrowers' Agent in the manner provided below, its Pro Rata Share of the Commitments not to exceedeach Revolver Loan; provided that, however, (i) no Lender shall be required at any time, and in any event, each Lender's time to lend more than its respective Pro Rata Share of the Maximum Revolver Loan Amount. The aggregate amount of all Commitments shall be equal Commitment; and (ii) at any one time to Eighty Million Dollars ($80,000,000). The the aggregate principal amount of each Lender's Commitment shall be equal at any one time the Revolver Loans outstanding may not exceed the Revolver Loan Commitment. Within the limits of and subject to its Pro Rata Share of all Commitments. Amounts the Available Revolver Loan Commitment, this Subsection 1.1(A) and Subsections 1.6, 1.7 and 1.8, amounts borrowed under this subsection Subsection 1.1(A) may be repaid and reborrowed or prepaid and, at any time prior up to and including the Business Day immediately preceding the Revolver Expiration Date, reborrowed. Upon satisfaction of the conditions precedent set forth in the definition of Revolver Increase, the Revolver Loan Commitment may be increased by up to the Expiry Date; provided, however, that in the event that any Overadvance shall ever exist Borrowers shall repay such Overadvance, in full, immediately upon demand. No Lender shall have any obligation to make Revolver Loans to Borrowers to the extent any Revolver Loan requested by Borrowers' Agent on behalf of Borrowers would cause Maximum Incremental Amount and the principal balance amount of all any such Revolver Loans then outstanding to exceed the Maximum Revolver Loan Amount, except as provided in subsection 2.1(c) subject to the limitations set forth thereinIncrease shall not be less than $20,000,000. Each Revolver Loan shall be made (or deemed made), in the following manner: (a) Borrowers' Administrative Agent shall give Agent written select one or oral notice of Borrowers' intention to borrow more Lenders (which notice shall be irrevocable) before 12:00 Noon (New Yorkincluding any Person not previously a Lender hereunder who executes and delivers a joinder agreement executed by Borrower, New York time), on any Business Day specifying the amount of the proposed borrowing and the proposed borrowing date (which notice, in the case of any LIBOR Rate Loan shall be given not later than three (3) Business Days in advance of the proposed borrowing date); and (b) unless payment is otherwise timely made by Borrowers, the becoming due of any Obligation required to be paid under this Agreement or any Loan Document shall be deemed irrevocably to be a request by Borrowers' Agent on behalf of Borrowers for a Revolver Loan on the due date of, and in the amount required to pay, such Obligations. The proceeds of each Revolver Loan requested by oral or written notice of intention to borrow given as described above are to be disbursed by Agent in lawful money of the United States of America in immediately available funds, in the case of the initial borrowing, in accordance with the terms of the written disbursement letter or other instructions from Borrowers' Administrative Agent, and such Lender, in the case form and substance reasonably acceptable to each of each subsequent borrowingthem), by wire transfer which Lenders are reasonably acceptable to such bank account as may be agreed upon by Borrowers'Administrative Agent and to Borrower, to participate in any Revolver Increase. Lenders shall have no obligation and no right to participate in any Revolver Increase.