"Voting Stock" means securities of any class of a corporation the
holders of which are ordinarily, in the absence of contingencies, entitled to
elect a majority of the corporate directors (or persons performing similar
Article II. The Loans.
Section 2.01 The Revolving Credit Notes. Subject to the conditions and
the terms of the Loan Documents and subject to the limitations of Section 2.11
set forth below, and in reliance upon the representations, warranties, and
covenants set forth in the Loan Documents, the Lenders agree to extend the
Borrower credit on a revolving credit basis, in the principal amount of up to
$15,000,000 pursuant to the Revolving Credit Notes.
Section 2.02 Advances Under the Revolving Credit Notes. Advances under
the Revolving Credit Notes shall be made only after the Borrower has complied
with the provisions of this Agreement. Subject to the terms and requirements
of this Agreement, Borrower may repay and re-borrow amounts under the Revolving
Credit Notes up to the maximum principal amount thereof, provided, however, the
amount available to be advanced to Borrower under the Revolving Credit Notes
shall be reduced by the face amount of any outstanding Letters of Credit issued
by Agent on Borrower's behalf pursuant to Section 2.11 herein. Each Lender
shall be responsible to fund its Pro Rata Share of any Advance. The failure of
any Lender to fund its Pro Rata Share of any Advance shall not relieve any
other Lender of its obligations to fund such other Lender's Pro Rata Share of
an Advance, but no Lender shall be responsible for the failure of any other
Lender to make an Advance.
Section 2.03 Borrowing Procedure. The Borrower hereby authorizes the
Lenders (acting through the Agent) to deposit all Advances under the Revolving
Credit Notes into the operating account maintained by the Borrower with STB.
Any authorized officer of Borrower shall have the authority to request
Advances. All requests for Advances shall be evidenced by a Borrowing Request
delivered to Agent (except that telephonic requests by any authorized officer
confirmed immediately thereafter by delivery of a Borrowing Request shall be
acceptable). In the event of a telephonic request, the Agent shall be entitled
to rely, without further investigation, on the fact that the person making the
telephone call has identified himself as one of the authorized officers.
Neither the Agent nor any of the Lenders shall have any liability to Borrower
arising out of compliance with this procedure.
Subject to the remaining terms of this Loan Agreement and with regard
to Advances that bear interest at the Base Rate, the Agent shall endeavor to
cause all requests for Advances received prior to 11:00 A.M. Nashville Time to
be funded on the same date received, and the Agent shall endeavor to cause all
requests for Advances