Common use of Procedure for Swing Line Borrowing Clause in Contracts

Procedure for Swing Line Borrowing. (a) Each Swing-Line Borrowing shall be made upon the Borrower's irrevocable written notice delivered to the Administrative Agent in accordance with Section 10.02 in the form of a Notice of Swing-Line Borrowing (which notice must be received by the Administrative Agent prior to 11:00 a.m. Honolulu, Hawaii time) on or before the requested Swing-Line Borrowing date, specifying: (A) the amount of the Swing-Line Borrowing, which shall be in an aggregate minimum principal amount of Ten Thousand Dollars ($10,000); (B) the requested Swing-Line Borrowing date, which shall be a Business Day; and (C) if permitted pursuant to Section 7.07(e) hereof, whether the requested Borrowing is for the purpose of a Western Pacific Advance. (b) All Swing-Line Advances shall be made by the Administrative Agent alone, for its own account, and no other Bank shall be required or permitted to participate in, or otherwise disburse any portion of, any Swing-Line Advance; provided, however, that (i) the Administrative Agent shall convert, no less than weekly, all Swing-Line Advances into an Advance, upon one (1) Business Day's written notice given by the Administrative Agent to each Bank (with a copy of such notice being given to the Borrower), if the outstanding balance of all Swing-Line Advances is $1,000,000 or more, (ii) all Swing-Line Advances which are not converted as provided in subsection 2.04(b)(i) shall be repaid by the Borrower (from its own funds or through a Borrowing) no later than seven (7) days after the date of the Swing-Line Borrowing therefor, and (iii) all Swing-Line Advances shall automatically be converted into Advances upon the occurrence of a Default or an Event of Default. (c) [RESERVED] (d) If the Administrative Agent shall convert a Swing-Line Advance into an Advance, the Administrative Agent will notify each Bank of such conversion, of the amount of such Bank's Commitment Percentage therein, and the date (which shall be not less than one (1) Business Day after the date of such notification) for such conversion (with a copy of such notification being given to the Borrower). Each Bank will thereupon make the amount of its Commitment Percentage therein available to the Administrative Agent at the Administrative Agent's Payment Office by 11:00 a.m. Honolulu, Hawaii time, on the date specified in such notice, in funds immediately available to the Administrative Agent. The proceeds received from the Banks will be used by the Administrative Agent to reimburse itself for the former Swing-Line Advance so converted. (e) The proceeds from Swing-Line Advances shall be used for (i) general corporate purposes of the Borrower and its Subsidiaries, including working capital, development and land acquisition, and (ii) Western Pacific Advances pursuant to Section 7.07(e) hereof, and may also be used to repay Prime Rate Advances upon approval of the Administrative Agent, and not in contravention of any provision of this Agreement or any Requirement of Law. (f) The aggregate amount of all Swing-Line Advances outstanding at any one time may not exceed Ten Million Dollars ($10,000,000), and the amount available to the Borrower for Advances shall be reduced by the aggregate amount of all Swing-Line Advances outstanding at any one time. (g) All Swing-Line Advances shall be Prime Rate Advances. All Swing-Line Advances that have been converted into Advances as described in subsection 2.04(d) above, shall be Prime Rate Advances, unless and until the Borrower has converted the same into LIBO Rate Advances, in accordance with Section 2.06(a)(i) hereof. (h) Notwithstanding any other provision herein, the Borrower shall not be permitted to request or obtain Prime Rate "A" Advances (but may continue to request and obtain Prime Rate "B" Advances and Prime Rate "C" Advances) during the period that the Borrower has the right to make Western Pacific Advances pursuant to Section 7.07(e), and if during such period, the Borrower's Leverage Ratio and Interest Coverage Ratio are such that they would have qualified for a Prime Rate "A" Advance, the Borrower shall only be eligible for a Prime Rate "B" Advance. This prohibition shall be terminated upon the earlier of: (i) the termination of the Borrower's right to make Western Pacific Advances under Section 7.07(e), or (ii) December 31, 2001.

Procedure for Swing Line Borrowing. (a) Each Swing-Line Borrowing shall be made upon the Borrower's irrevocable written notice delivered to the Administrative Agent in accordance with Section 10.02 in the form of a Notice of Swing-Line Borrowing (which notice must be received by the Administrative Agent prior to 11:00 a.m. Honolulu, Hawaii time) on or before the requested Swing-Line Borrowing date, specifying: (A) the amount of the Swing-Line Borrowing, which shall be in an aggregate minimum principal amount of Ten Thousand Dollars ($10,000);; and (B) the requested Swing-Line Borrowing date, which shall be a Business Day; and (C) if permitted pursuant to Section 7.07(e) hereof, whether the requested Borrowing is for the purpose of a Western Pacific Advance. (b) All Swing-Line Advances shall be made by the Administrative Agent alone, for its own account, and no other Bank shall be required or permitted to participate in, or otherwise disburse any portion of, any Swing-Line Advance; provided, however, that (i) the Administrative Agent shall convert, no less than weekly, all Swing-Line Advances into an Advance, upon one (1) Business Day's written notice given by the Administrative Agent to each Bank (with a copy of such notice being given to the Borrower), if the outstanding balance of all Swing-Line Advances is $1,000,000 or more, (ii) all Swing-Line Advances which are not converted as provided in subsection 2.04(b)(i) shall be repaid by the Borrower (from its own funds or through a Borrowing) no later than seven (7) days after the date of the Swing-Line Borrowing therefor, and (iii) all Swing-Line Advances shall automatically be converted into Advances upon the occurrence of a Default or an Event of Default. (c) [RESERVED] (d) If the Administrative Agent shall convert a Swing-Line Advance into an Advance, the Administrative Agent will notify each Bank of such conversion, of the amount of such Bank's Commitment Percentage therein, and the date (which shall be not less than one (1) Business Day after the date of such notification) for such conversion (with a copy of such notification being given to the Borrower). Each Bank will thereupon make the amount of its Commitment Percentage therein available to the Administrative Agent at the Administrative Agent's Payment Office by 11:00 a.m. Honolulu, Hawaii time, on the date specified in such notice, in funds immediately available to the Administrative Agent. The proceeds received from the Banks will be used by the Administrative Agent to reimburse itself for the former Swing-Line Advance so converted. (e) The proceeds from Swing-Line Advances shall be used for (i) general corporate purposes of the Borrower and its Subsidiariespurposes, including working capital, development and land acquisition, and (ii) Western Pacific Advances pursuant to Section 7.07(e) hereof, acquisition and may also be used to repay Prime Rate Advances upon approval of the Administrative Agent, and not in contravention of any provision of this Agreement or any Requirement of Law. (f) The aggregate amount of all Swing-Line Advances outstanding at any one time may not exceed Ten Million Dollars ($10,000,000), and the amount available to the Borrower for Advances shall be reduced by the aggregate amount of all Swing-Line Advances outstanding at any one time. (g) All Swing-Line Advances shall be Prime Rate Advances. All Swing-Line Advances that have been converted into Advances as described in subsection 2.04(d) above, shall be Prime Rate Advances, unless and until the Borrower has converted the same into LIBO Rate Advances, in accordance with Section 2.06(a)(i) hereof. (h) Notwithstanding any other provision herein, the Borrower shall not be permitted to request or obtain Prime Rate "A" Advances (but may continue to request and obtain Prime Rate "B" Advances and Prime Rate "C" Advances) during the period that the Borrower has the right to make Western Pacific Advances pursuant to Section 7.07(e), and if during such period, the Borrower's Leverage Ratio and Interest Coverage Ratio are such that they would have qualified for a Prime Rate "A" Advance, the Borrower shall only be eligible for a Prime Rate "B" Advance. This prohibition shall be terminated upon the earlier of: (i) the termination of the Borrower's right to make Western Pacific Advances under Section 7.07(e), or (ii) December 31, 2001.

Procedure for Swing Line Borrowing. (a) Each Swing-Line Borrowing shall be made upon the BorrowerCompany's irrevocable written notice delivered delivered, on behalf of the Borrowers, to the Administrative Agent in accordance with Section 10.02 in the form of a Notice of Swing-Line Borrowing (which notice must be received by the Administrative Agent prior to 11:00 a.m. Honolulu, Hawaii time) on or before the requested Swing-Line Borrowing date, specifying: (A) the amount of the Swing-Line Borrowing, which shall be in an aggregate minimum principal amount of Ten Thousand Dollars ($10,000);; and (B) the requested Swing-Line Borrowing date, which shall be a Business Day; and (C) if permitted pursuant to Section 7.07(e) hereof, whether the requested Borrowing is for the purpose of a Western Pacific Advance. (b) All Swing-Line Advances shall be made by the Administrative Agent alone, for its own account, and no other Bank shall be required or permitted to participate in, or otherwise disburse any portion of, any Swing-Line Advance; provided, however, that (i) the Administrative Agent Borrowers shall convert, no less than weekly, all repay (from its own funds or through a Borrowing) each Swing-Line Advances Advance no later than thirty (30) days after the date of the Swing-Line Borrowing therefor, (ii) any Swing-Line Advance may be converted by the Administrative -------------------------------------------------------------------------------- Page 26 -------------------------------------------------------------------------------- Agent's election into an Advance, upon one (1) Business Day's written notice given by the Administrative Agent to each Bank (with a copy of such notice being given to the Borrower)Company, if the outstanding balance of all Swing-Line Advances is $1,000,000 or more, (ii) all Swing-Line Advances which are not converted as provided in subsection 2.04(b)(i) shall be repaid by the Borrower (from its own funds or through a Borrowing) no later than seven (7) days after the date on behalf of the Swing-Line Borrowing thereforBorrowers), and (iii) all Swing-Line Advances shall automatically be converted into Advances upon the occurrence of a Default or an Event of Default. (c) [RESERVED]The Administrative Agent will notify each Bank, on a monthly basis, of a Swing-Line Borrowing, and will notify each Bank of any repayment of a Swing-Line Borrowing by the Borrowers, from its own funds, as described in subsection 2.04(b)(i) above. (d) If the Administrative Agent shall elect to convert a Swing-Line Advance into an Advance, the Administrative Agent will notify each Bank of such conversionelection, of the amount of such Bank's Commitment Percentage therein, and the date (which shall be not less than one (1) Business Day after the date of such notification) for such conversion (with a copy of such notification being given to the BorrowerCompany, on behalf of the Borrowers). Each Bank will thereupon make the amount of its Commitment Percentage therein available to the Administrative Agent at the Administrative Agent's Payment Office by 11:00 a.m. Honolulu, Hawaii time, on the date specified in such notice, in funds immediately available to the Administrative Agent. The proceeds received from the Banks will be used by the Administrative Agent to reimburse itself for the former Swing-Line Advance so converted. (e) The proceeds from Swing-Line Advances shall be used for (i) general corporate purposes of the Borrower and its Subsidiariespurposes, including working capital, development capital and land acquisition, and (ii) Western Pacific Advances pursuant to Section 7.07(e) hereofacquisition in the Authorized States, and may also be used to repay Prime Rate Advances upon approval of the Administrative Agent, and not in contravention of any provision of this Agreement or any Requirement of Law. (f) The aggregate amount of all Swing-Line Advances outstanding at any one time may not exceed Ten Five Million Dollars ($10,000,0005,000,000), and the amount available to the Borrower Borrowers for Advances shall be reduced by the aggregate amount of all Swing-Line Advances outstanding at any one time. (g) All Swing-Line Advances shall be Prime Rate Advances. All Swing-Line Advances that have been converted into Advances as described in subsection 2.04(d) above, shall be Prime Rate Advances, unless and until the Borrower has Borrowers have converted the same into LIBO Rate Advances, in accordance with Section 2.06(a)(i) hereof. (h) Notwithstanding any other provision herein, the Borrower shall not be permitted to request or obtain Prime Rate "A" Advances (but may continue to request and obtain Prime Rate "B" Advances and Prime Rate "C" Advances) during the period that the Borrower has the right to make Western Pacific Advances pursuant to Section 7.07(e), and if during such period, the Borrower's Leverage Ratio and Interest Coverage Ratio are such that they would have qualified for a Prime Rate "A" Advance, the Borrower shall only be eligible for a Prime Rate "B" Advance. This prohibition shall be terminated upon the earlier of: (i) the termination of the Borrower's right to make Western Pacific Advances under Section 7.07(e), or (ii) December 31, 2001.

Procedure for Swing Line Borrowing. (a) Each Swing-Line Borrowing shall be made upon the Borrower's irrevocable written notice delivered to the Administrative Agent in accordance with Section 10.02 in the form of a Notice of Swing-Line Borrowing (which notice must be received by the Administrative Agent prior to 11:00 a.m. Honolulu, Hawaii time) on or before the requested Swing-Line Borrowing date, specifying: (A) the amount of the Swing-Line Borrowing, which shall be in an aggregate minimum principal amount of Ten Thousand Dollars ($10,000);; and (B) the requested Swing-Line Borrowing date, which shall be a Business Day; and (C) if permitted pursuant to Section 7.07(e) hereof, whether the requested Borrowing is for the purpose of a Western Pacific Advance. (b) All Swing-Line Advances shall be made by the Administrative Agent alone, for its own account, and no other Bank shall be required or permitted to participate in, or otherwise disburse any portion of, any Swing-Line Advance; provided, however, that (i) the Administrative Agent shall convert, no less than weeklysemi-monthly, all Swing-Line Advances into an Advance, upon one (1) Business Day's written notice given by the Administrative Agent to each Bank (with a copy of such notice being given to the Borrower), if the outstanding balance of all Swing-Line Advances is $1,000,000 or more, (ii) all Swing-Line Advances which are not converted as provided in subsection 2.04(b)(i) shall be repaid by the Borrower (from its own funds or through a Borrowing) no later than seven (7) days after the date of the Swing-Line Borrowing therefor, and (iii) all Swing-Line Advances shall automatically be converted into Advances upon the occurrence of a Default or an Event of Default. (c) [RESERVED]The Administrative Agent will notify each Bank, no less than semi-monthly, of a Swing-Line Borrowing, and will notify each Bank of any repayment of a Swing-Line Borrowing by the Borrower, from its own funds, as described in subsection 2.04(b)(i) above. (d) If the Administrative Agent shall convert a Swing-Line Advance into an Advance, the Administrative Agent will notify each Bank of such conversion, of the amount of such Bank's Commitment Percentage therein, and the date (which shall be not less than one (1) Business Day after the date of such notification) for such conversion (with a copy of such notification being given to the Borrower). Each Bank will thereupon make the amount of its Commitment Percentage therein available to the Administrative Agent at the Administrative Agent's Payment Office by 11:00 a.m. Honolulu, Hawaii time, on the date specified in such notice, in funds immediately available to the Administrative Agent. The proceeds received from the Banks will be used by the Administrative Agent to reimburse itself for the former Swing-Line Advance so converted. (e) The proceeds from Swing-Line Advances shall be used for (i) general corporate purposes of the Borrower and its Subsidiariespurposes, including working capital, development and land acquisitionacquisition in the Authorized States and, and (ii) Western Pacific Advances pursuant subject to Section 7.07(e) hereofthe prior written approval of the Majority Banks in their sole discretion, other states, and may also be used to repay Prime Rate Advances upon approval of the Administrative Agent, and not in contravention of any provision of this Agreement or any Requirement of Law. (f) The aggregate amount of all Swing-Line Advances outstanding at any one time may not exceed Ten Five Million Dollars ($10,000,0005,000,000), and the amount available to the Borrower for Advances shall be reduced by the aggregate amount of all Swing-Line Advances outstanding at any one time. (g) All Swing-Line Advances shall be Prime Rate Advances. All Swing-Line Advances that have been converted into Advances as described in subsection 2.04(d) above, shall be Prime Rate Advances, unless and until the Borrower has converted the same into LIBO Rate Advances, in accordance with Section 2.06(a)(i) hereof. (h) Notwithstanding any other provision herein, the Borrower shall not be permitted to request or obtain Prime Rate "A" Advances (but may continue to request and obtain Prime Rate "B" Advances and Prime Rate "C" Advances) during the period that the Borrower has the right to make Western Pacific Advances pursuant to Section 7.07(e), and if during such period, the Borrower's Leverage Ratio and Interest Coverage Ratio are such that they would have qualified for a Prime Rate "A" Advance, the Borrower shall only be eligible for a Prime Rate "B" Advance. This prohibition shall be terminated upon the earlier of: (i) the termination of the Borrower's right to make Western Pacific Advances under Section 7.07(e), or (ii) December 31, 2001.