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This excerpt taken from the WEN 8-K filed Jan 16, 2009. Facility Fee”)
at a per annum rate equal to the Applicable Fee Rate for the Facility Fee on the
average daily amount of such Lender’s unused Commitment from and including the
Closing Date to and including the Facility Termination Date, payable quarterly
in arrears on each Payment Date hereafter and on the Facility Termination
Date.
2.5.2 Reductions in
Aggregate Commitment. The Borrower may permanently reduce the
Aggregate Commitment in whole, or in part, ratably among the Lenders in integral
multiples of $10,000,000, upon at least three (3) Business Days’ prior written
notice to the Agent, which notice shall specify the amount of any such
reduction, provided, however, that
the amount of the Aggregate Commitment may not be reduced below the Aggregate
Outstanding Credit Exposure. All accrued interest and Facility Fees
shall be payable on the effective date of any termination of the obligations of
the Lenders to make Loans hereunder.
2.5.3 Generally. All
fees payable hereunder or under any fee letter entered into in connection
herewith shall be paid on the dates due, in immediately available funds, to the
Agent for distribution, in the case of Facility Fees to the
Lenders. Fees paid shall not be refundable under any circumstances
except in the case of manifest error in the calculation of any fee
payment.
2.6. Minimum Amount
of Each Advance. Each
Eurodollar Advance shall be in the minimum amount of $5,000,000 (and in
multiples of $1,000,000 if in excess thereof), and each Floating Rate Advance
shall be in the minimum amount of $1,000,000 (and in multiples of $1,000,000 if
in excess thereof), provided, however, that
any Floating Rate Advance may be in the amount of the unused Aggregate
Commitment.
2.7. Optional
Principal Payments. The Borrower may from time to time pay,
without penalty or premium, all outstanding Floating Rate Advances, or, in a
minimum aggregate amount of $1,000,000 or any integral multiple of $1,000,000 in
excess thereof, any portion of the outstanding Floating Rate Advances on any
Business Day upon notice to the Agent by no later than 12:00 noon (New York, New
York time) on the date of such prepayment. The Borrower may from time
to time pay, subject to the payment of any funding indemnification amounts
required by Section
4.4 but without penalty or premium, all outstanding
Eurodollar Advances, or, in a minimum aggregate amount of $5,000,000 or any
integral multiple of $1,000,000 in excess thereof, any portion of the
outstanding Eurodollar Advances upon three (3) Business Days’ prior written
notice to the Agent.
2.8. Method of
Selecting Types and Interest Periods for New
Advances. The
Borrower shall select the Type of Advance and, in the case of each Eurodollar
Advance, the Interest Period applicable thereto from time to time. No
Interest Period may end after the Facility Termination Date. The
Borrower shall give the Agent irrevocable notice (a “ |
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