OR OTHERWISE AT
OR PRIOR TO 11:00 A.M. (DENVER TIME) ON THE SECOND BANKING DAY PRIOR TO THE
COMMENCEMENT OF SUCH PROPOSED INTEREST PERIOD (AND HAS SUBSEQUENTLY CONFIRMED IN
WRITING) THAT, AFTER REASONABLE EFFORTS TO DETERMINE THE AVAILABILITY OF SUCH
LIBOR DEPOSITS, SUCH LENDER REASONABLY ANTICIPATES THAT LIBOR DEPOSITS IN AN
AMOUNT EQUAL TO THE PERCENTAGE INTEREST OF SUCH LENDER IN THE PORTION OF THE
REVOLVING CREDIT LOANS AS TO WHICH SUCH LIBOR PRICING OPTION HAS BEEN ELECTED
AND WHICH HAVE A TERM CORRESPONDING TO THE INTEREST PERIOD IN QUESTION WILL NOT
BE OFFERED IN THE LONDON INTERBANK MARKET TO SUCH LENDER AT A RATE OF INTEREST
THAT DOES NOT EXCEED THE ANTICIPATED LIBOR BASE RATE (UNLESS THE FOREGOING
RESULTS FROM A DETERIORATION SUBSEQUENT TO THE DATE HEREOF IN THE
CREDITWORTHINESS OF SUCH LENDER OR A CHANGE IN THE AVAILABILITY OF LIBOR MARKETS
TO SUCH LENDER PURSUANT TO LEGAL OR REGULATORY RESTRICTIONS).
If such notice is given pursuant to Section 3.2.2 in connection with (a) or (b)
above, (i) any LIBOR Loans requested to be made on the first day of such
Interest Period shall be made as Base Rate Loans, (ii) any Base Rate Loans that
were to have been converted on the first day of such Interest Period to, and
LIBOR Loans that were to have been continued as, LIBOR Loans shall be converted
to or continued as Base Rate Loans, and (iii) any outstanding LIBOR Loans shall
be converted, on the first day of such Interest Period, to Base Rate Loans.
Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall
be made or continued as such, nor shall the Borrowers have the right to convert
Base Rate Loans to LIBOR Loans.
If such notice is given in connection with any
request for a Multicurrency LIBOR Loan, the requested Revolving Credit Loan
shall be made in United States Dollars.
3.2.2
NOTICE TO LENDERS AND BORROWERS.
THE AGENT WILL PROMPTLY INFORM
EACH LENDER (BY TELEPHONE OR OTHERWISE) OF EACH NOTICE RECEIVED BY IT FROM THE
PARENT PURSUANT TO SECTION 3.2.1 AND OF THE INTEREST PERIOD SPECIFIED IN SUCH
NOTICE.
UPON DETERMINATION BY THE AGENT OF THE LIBOR RATE FOR SUCH INTEREST
PERIOD OR IN THE EVENT SUCH ELECTION WILL NOT BECOME EFFECTIVE, THE AGENT WILL
PROMPTLY NOTIFY THE PARENT AND EACH LENDER (BY TELEPHONE OR OTHERWISE) OF THE
LIBOR RATE SO DETERMINED OR WHY SUCH ELECTION DID NOT BECOME EFFECTIVE, AS THE
CASE MAY BE.
3.2.3
SELECTION OF INTEREST PERIODS FOR LIBOR LOANS.
INTEREST PERIODS
WILL BE SELECTED SO THAT:
(A)
NO MORE THAN 12 LIBOR PRICING OPTIONS WILL BE OUTSTANDING AT ANY
TIME; AND
(B)
NO MORE THAN THREE REVOLVING CREDIT LOANS CONSISTING OF
MULTICURRENCY LIBOR LOANS HAVING DIFFERENT INTEREST PERIODS WILL BE OUTSTANDING
AT ANY TIME.
33
3.2.4
ADDITIONAL INTEREST.
IF ANY LIBOR LOAN IS REPAID, OR ANY LIBOR
PRICING OPTION IS TERMINATED FOR ANY REASON (INCLUDING ACCELERATION OF
MATURITY), ON A DATE WHICH IS PRIOR TO THE LAST BANKING DAY