Common use of The Revolving Credit Facility Clause in Contracts

The Revolving Credit Facility. Pursuant to the terms of this Agreement and upon the satisfaction of the conditions precedent referred to in Section 5 hereof, the Bank agrees to make available to the Borrower, and the Borrower may borrow from the Bank, Advances for working capital purposes (the "Revolving Credit Facility") not to exceed the lesser of: (A) the Borrowing Base, and (B) the principal amount of Four Million Dollars ($4,000,000.00) (the "Maximum Revolving Credit Facility Amount") (such lesser amount being defined herein as the "Maximum Revolving Credit Facility Limit"), less in each instance the aggregate amount any letters of credit issued for the benefit of the Borrower, it being acknowledged and agreed that the aggregate face amount of any such letters of credit shall not exceed One Million Dollars in the aggregate at any one time. The Revolving Credit Facility shall be evidenced by the Revolving Credit Note, which shall be in substantially the form of Exhibit 2A.1 annexed hereto. If any Advances are made during the period from the date hereof until June 30, 2004 (as such date may be extended in writing from time to time in the Bank's sole and absolute discretion, the "Revolving Credit Termination Date"), unless an Event of Default occurs, the Borrower may borrow, repay and reborrow in accordance with this Agreement. Characterization of any Account Receivable due from an account debtor as an Eligible Receivable in determining the Borrowing Base shall not be deemed a determination by Bank as to its actual value nor in any way obligate Bank to accept any Account Receivable subsequently arising from such account debtor to be, or to continue to deem such Account Receivable to be, an Eligible Receivable; it is the Borrower's responsibility to determine the creditworthiness of account debtors and all risks concerning the same and collection of Accounts Receivable are with Borrower.

The Revolving Credit Facility. Pursuant [SECTION] 2.1. COMMITMENT TO LEND; LIMITATION ON TOTAL COMMITMENT. Subject to the provisions of [SECTION] 2.1, [SECTION] 2.5, [SECTION] 2A and the other terms of and conditions set forth in this Agreement and upon the satisfaction Agreement, each of the conditions precedent referred to in Section 5 hereof, the Bank Banks severally agrees to make available lend to the Borrower, Borrower and the Borrower may borrow from the Bank, Advances for working capital purposes (the "Revolving Credit Facility") not to exceed the lesser of: (A) the Borrowing Base, and (B) the principal amount of Four Million Dollars ($4,000,000.00) (the "Maximum Revolving Credit Facility Amount") (such lesser amount being defined herein as the "Maximum Revolving Credit Facility Limit"), less in each instance the aggregate amount any letters of credit issued for the benefit of the Borrower, it being acknowledged and agreed that the aggregate face amount of any such letters of credit shall not exceed One Million Dollars in the aggregate at any one time. The Revolving Credit Facility shall be evidenced by the Revolving Credit Note, which shall be in substantially the form of Exhibit 2A.1 annexed hereto. If any Advances are made during the period from the date hereof until June 30, 2004 (as such date may be extended in writing from time to time in the Bank's sole and absolute discretion, the "Revolving Credit Termination Date"), unless an Event of Default occurs, the Borrower may borrow, repay repay, and reborrow from time to time between the Effective Date and the Maturity Date upon notice by the Borrower to the Agent given in accordance with [SECTION] 2.5, such sums as are requested by the Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment minus such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount, PROVIDED that the sum of the outstanding amount of the Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount shall not at any time exceed the Total Commitment. The Loans shall be made pro rata in accordance with each Bank's Commitment Percentage and the Banks shall at all times immediately adjust inter se any inconsistency between each Bank's outstanding principal amount and each Bank's Commitment. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in [SECTION] 11 have been satisfied (or waived in writing by the Banks) on the date of such request and will be satisfied (or waived in writing by the Banks) on the proposed Drawdown Date of the requested Loan, PROVIDED that the making of such representation and warranty by Borrower shall not limit the right of any Bank not to lend if such conditions have not been satisfied or if the Compliance Certificate delivered in connection with ss.11 is inaccurate. Nothing herein shall prevent the Borrower from seeking recourse (subject to [SECTION] 24 of this Agreement. Characterization ) against any Bank that wrongfully fails to advance its proportionate share of any Account Receivable due from an account debtor as an Eligible Receivable in determining the Borrowing Base shall not be deemed a determination by Bank as to its actual value nor in any way obligate Bank to accept any Account Receivable subsequently arising from such account debtor to be, or to continue to deem such Account Receivable to be, an Eligible Receivable; it is the Borrower's responsibility to determine the creditworthiness of account debtors and all risks concerning the same and collection of Accounts Receivable are with Borrower.requested Loan as

The Revolving Credit Facility. Pursuant Subject to the terms and conditions of this Agreement and in reliance upon the satisfaction representations and warranties of the conditions precedent referred to in Section 5 hereofBorrower and the other Loan Parties herein set forth, the Bank agrees to make available each Revolving Lender with a Revolving Loan Commitment severally agrees, subject to the Borrower, and limitations set forth below with respect to the Borrower may borrow from the Bank, Advances for working capital purposes (the "Revolving Credit Facility") not to exceed the lesser of: (A) the Borrowing Base, and (B) the principal maximum amount of Four Million Dollars ($4,000,000.00) (the "Maximum Revolving Credit Facility Amount") (such lesser amount being defined herein as the "Maximum Revolving Credit Facility Limit"), less in each instance the aggregate amount any letters of credit issued for the benefit of the Borrower, it being acknowledged and agreed that the aggregate face amount of any such letters of credit shall not exceed One Million Dollars in the aggregate Loans permitted to be outstanding at any one time and from time to time. The Revolving Credit Facility shall be evidenced by the Revolving Credit Note, which shall be in substantially the form of Exhibit 2A.1 annexed hereto. If any Advances are made to lend to Borrower during the period from the date hereof until June 30Closing Date to but excluding the Stated Maturity Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Revolving Loan Commitments or, 2004 in the aggregate, the Borrowing Availability to be used for the purposes set forth in SECTION 2.6. Notwithstanding anything contained herein to the contrary no Revolving Advance (as such date may defined below) shall be extended made hereunder unless (a) no Default or Event of Default has occurred and is continuing, and (b) there are no funds available in writing the Designated Account pursuant to SECTION 2.1(A)(II). The amount of each Revolving Lender's Revolving Loan Commitment is set forth opposite its name on SCHEDULE 2.1 annexed hereto and the aggregate amount of the Revolving Loan Commitments is $18,950,000; PROVIDED, that if, on or before August 16, 2001, the aggregate amount of the funded Term Loan B, by amendment or otherwise, is increased as set forth and pursuant to the terms of Section 2.1(a)(ii), the Revolving Lenders agree to increase, on a pro-rata basis, their Revolving Commitment in an aggregate amount not to exceed the LESSER of (x)$550,000, and (y) the amount of the increase in the funded Term Loan B as referred to above; PROVIDED, HOWEVER, that the Revolving Loan Commitment of each Revolving Lender shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to SECTION 9.1(B); and PROVIDED, FURTHER, that the amount of the Revolving Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to SECTION 2.4(C). Each Revolving Lender's Revolving Loan Commitment shall expire on the Stated Maturity Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full not later than the Bank's sole Stated Maturity Date. Amounts borrowed under this SECTION 2.1(C) may be repaid and absolute discretionreborrowed to but excluding the Stated Maturity Date. Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation, that in no event shall the total amount of outstanding Revolving Loans at any time exceed the Revolving Loan Commitments then in effect (each a "Revolving Credit Termination DateREVOLVING ADVANCE"), unless an Event of Default occurs, the Borrower may borrow, repay and reborrow in accordance with this Agreement. Characterization of any Account Receivable due from an account debtor as an Eligible Receivable in determining ) or the Borrowing Base shall not be deemed a determination by Bank as to its actual value nor in any way obligate Bank to accept any Account Receivable subsequently arising from such account debtor to be, or to continue to deem such Account Receivable to be, an Eligible Receivable; it is the Borrower's responsibility to determine the creditworthiness of account debtors and all risks concerning the same and collection of Accounts Receivable are with BorrowerAvailability.

The Revolving Credit Facility. Pursuant 2.1 COMMITMENT TO LEND. ------------------ (a) Subject to the terms of and conditions set forth in this Agreement and upon the satisfaction Credit Agreement, each of the conditions precedent referred to in Section 5 hereof, the Bank Banks severally agrees to make available lend to the Borrower, Borrower and the Borrower may borrow from the Bank, Advances for working capital purposes (the "Revolving Credit Facility") not to exceed the lesser of: (A) the Borrowing Base, and (B) the principal amount of Four Million Dollars ($4,000,000.00) (the "Maximum Revolving Credit Facility Amount") (such lesser amount being defined herein as the "Maximum Revolving Credit Facility Limit"), less in each instance the aggregate amount any letters of credit issued for the benefit of the Borrower, it being acknowledged and agreed that the aggregate face amount of any such letters of credit shall not exceed One Million Dollars in the aggregate at any one time. The Revolving Credit Facility shall be evidenced by the Revolving Credit Note, which shall be in substantially the form of Exhibit 2A.1 annexed hereto. If any Advances are made during the period from the date hereof until June 30, 2004 (as such date may be extended in writing from time to time in the Bank's sole and absolute discretion, the "Revolving Credit Termination Date"), unless an Event of Default occurs, the Borrower may borrow, repay repay, and reborrow from time to time from the Closing Date up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with this Agreement. Characterization ss.2.5, Tranche A Loans in such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment minus such Bank's Commitment Percentage of any Account Receivable due from an account debtor as an Eligible Receivable in determining the Borrowing Base sum of ----- the Maximum Drawing Amount and all Unpaid Reimbursement Obligations; provided -------- that the sum of the outstanding amount of the Tranche A Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the lesser of (i) the sum of the Total Commitment minus the outstanding amount of Tranche B Loans and (ii) the Tranche A Borrowing ----- Base. The Tranche A Loans shall be deemed made pro rata in accordance with each Bank's --- ---- Commitment Percentage. Each request for a determination Tranche A Loan hereunder shall constitute a representation and warranty by Bank as the Borrower that the conditions set forth in ss.11 and ss.12, in the case of the initial Tranche A Loans to its actual value nor be made on the Closing Date, and ss.12, in any way obligate Bank to accept any Account Receivable subsequently arising from the case of all other Tranche A Loans, have been satisfied on the date of such account debtor to be, or to continue to deem such Account Receivable to be, an Eligible Receivable; it is the Borrower's responsibility to determine the creditworthiness of account debtors and all risks concerning the same and collection of Accounts Receivable are with Borrowerrequest.

The Revolving Credit Facility. Pursuant (a) On the terms and subject to the terms of conditions contained in this Agreement and upon the satisfaction of the conditions precedent referred to in Section 5 hereofAgreement, the Bank each Revolving A Lender severally, but not jointly, agrees to make available loans in Dollars (each a “Revolving A Loan”) to the Borrower, and the Borrower may borrow Borrowers from the Bank, Advances for working capital purposes (the "Revolving Credit Facility") not time to exceed the lesser of: (A) the Borrowing Base, and (B) the principal amount of Four Million Dollars ($4,000,000.00) (the "Maximum Revolving Credit Facility Amount") (such lesser amount being defined herein as the "Maximum Revolving Credit Facility Limit"), less in each instance the aggregate amount time on any letters of credit issued for the benefit of the Borrower, it being acknowledged and agreed that the aggregate face amount of any such letters of credit shall not exceed One Million Dollars in the aggregate at any one time. The Revolving Credit Facility shall be evidenced by the Revolving Credit Note, which shall be in substantially the form of Exhibit 2A.1 annexed hereto. If any Advances are made Business Day during the period from the date hereof until June 30the Commitment Termination Date for the purpose of acquiring Inventory from the manufacturers and distributors of such Inventory or to refinance Swing Loans as contemplated in this Agreement; provided, 2004 however, that at no time shall any Revolving A Lender be obligated to make any Revolving A Loan if after giving effect thereto, (as i) the Revolving A Exposure of such date may Lender would exceed such Lender’s Commitment A, (ii) either the Total Loans or the Total Equipment Loans would exceed the aggregate Commitments, (iii) the aggregate New Equipment Loans would exceed the New Equipment Loan Sublimit, (iv) the aggregate Used Equipment Loans would exceed the Used Equipment Loan Sublimit or (v) a Default shall exist; provided, further, that at no time shall any Revolving A Lender be extended required to make any Revolving A Loan unless the Administrative Agent, in writing its sole discretion, has approved any request for Borrowing submitted by the Borrower Representative. On the terms and subject to the conditions contained in this Agreement, each Revolving B Lender severally, but not jointly, agrees to make loans in Dollars (each a “Revolving B Loan”) to the Borrowers from time to time on any Business Day during the period from the date hereof until the Commitment Termination Date for the purpose of acquiring Inventory from the manufacturers and distributors of such Inventory; provided, however, that at no time shall any Revolving B Lender be obligated to make any Revolving B Loan if after giving effect thereto, (i) the Revolving A Exposure of all Revolving A Lenders other than the Working Capital Lenders would be less than the Commitments A of such Revolving A Lenders, (ii) the Revolving B Exposure of such Lender would exceed such Lender’s Commitment B, (iii) either the Total Loans or the Total Equipment Loans would exceed the aggregate Commitments, (iv) the aggregate New Equipment Loans would exceed the New Equipment Loan Sublimit, (v) the aggregate Used Equipment Loans would exceed the Used Equipment Loan Sublimit, or (vi) a Default shall exist; provided, further, that at no time shall any Revolving B Lender be required to make any Revolving B Loan unless the Administrative Agent, in the Bank's its sole and absolute discretion, has approved any request for Borrowing submitted by the "Revolving Credit Termination Date"), unless an Event of Default occursBorrower Representative. Subject to the foregoing, the Borrower may borrowobligation of each Lender to make its Revolving Loan shall be absolute, repay unconditional and reborrow irrevocable and shall be performed strictly in accordance with the terms of this Agreement. Characterization Agreement under any and all circumstances whatsoever, including (A) the existence of any Account Receivable due from an account debtor as an Eligible Receivable setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Administrative Agent, any Borrower or any other Person, and (B) any adverse change in determining the Borrowing Base shall not condition (financial or otherwise) of any Loan Party. Subject to the terms and conditions of this Agreement and within the limits set forth in this clause (a), amounts of Loans repaid may be deemed a determination by Bank as to its actual value nor in any way obligate Bank to accept any Account Receivable subsequently arising from such account debtor to be, or to continue to deem such Account Receivable to be, an Eligible Receivable; it is the Borrower's responsibility to determine the creditworthiness of account debtors and all risks concerning the same and collection of Accounts Receivable are with Borrowerreborrowed under this Section 2.1.