Nautilus 2007 Annual Report Download - page 114

SECTION 2. CREDIT FACILITIES
2.1 Revolver Commitment .
2.1.1 Revolver Loans . Each Lender agrees, severally on a Pro Rata basis up to its Revolver Commitment, on the terms set forth
herein, to make Revolver Loans to Borrowers from time to time through the Commitment Termination Date. The Revolver Loans may be
repaid and reborrowed as provided herein. In no event shall Lenders have any obligation to honor a request for a Revolver Loan if the
unpaid balance of Revolver Loans outstanding at such time (including the requested Loan) would exceed the Borrowing Base.
2.1.2 Revolver Notes . The Revolver Loans made by each Lender and interest accruing thereon shall be evidenced by the records of
Agent and such Lender. At the request of any Lender, Borrowers shall deliver a Revolver Note to such Lender.
2.1.3 Use of Proceeds
. The proceeds of Revolver Loans shall be used by Borrowers solely (a) to satisfy existing Debt; (b) to pay fees
and transaction expenses associated with the closing of this credit facility; (c) to pay Obligations in accordance with this Agreement; and
(d) for working capital and other lawful corporate purposes of Borrowers.
2.1.4 Voluntary Termination of Revolver Commitments .
(a) The Revolver Commitments shall terminate on the Revolver Termination Date, unless sooner terminated in accordance with this
Agreement. Upon at least 10 Business Days prior written notice to Agent at any time, Borrowers may, at their option, terminate the
Revolver Commitments and this credit facility. Any notice of termination given by Borrowers shall be irrevocable. On the termination
date, Borrowers shall make Full Payment of all Obligations.
(b) Concurrently with any termination of the Revolver Commitments, for whatever reason (including an Event of Default),
Borrowers shall pay to Agent, for the Pro Rata benefit of Lenders and as liquidated damages for loss of bargain (and not as a penalty), an
amount equal to (i) if the termination occurs during the first Loan Year, 1.0% of the Revolver Commitments being terminated; (ii) if it
occurs during the second Loan Year, 0.5% of the Revolver Commitments being terminated; and (iii) if it occurs thereafter, 0.0% of the
Revolver Commitments being terminated. No termination charge shall be payable if termination occurs on the Revolver Termination Date
or in connection with a refinancing of this credit facility by Bank of America or any of its Affiliate s .
2.1.5 Overadvances . If the aggregate Revolver Loans exceed the Borrowing Base (“ Overadvance ”) or the aggregate Revolver
Commitments at any time, the excess amount shall be payable by Borrowers on demand by Agent, but all such Revolver Loans shall
nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has
been revoked in writing by Required Lenders, Agent may require Lenders to honor requests for Overadvance Loans and to forbear from
requiring Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the Overadvance does
not continue for more than 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further
Overadvance Loans are required), and (ii) the Overadvance is not known by Agent to exceed 10% of the Borrowing Base; and
(b) regardless of whether an Event of Default exists, if Agent discovers an Overadvance not previously known by it to exist, as long as
from the date of such discovery the Overadvance (i) is not increased by more than $5,000,000, and (ii) does not continue for more than 30
consecutive days. In no event shall Overadvance Loans be required that would cause the outstanding Revolver Loans and LC Obligations
to exceed the aggregate Revolver Commitments. Any funding of an
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