COMPANY IDENTIFIED IN THE MOST
RECENT NOTICE SUBSTANTIALLY IN THE FORM OF EXHIBIT C (A "NOTICE OF ACCOUNT
DESIGNATION") DELIVERED BY THE COMPANY TO THE ADMINISTRATIVE AGENT OR AS MAY BE
OTHERWISE AGREED UPON BY THE BORROWERS AND THE ADMINISTRATIVE AGENT FROM TIME TO
TIME.
SUBJECT TO SECTION 4.7 HEREOF, THE ADMINISTRATIVE AGENT SHALL NOT BE
OBLIGATED TO DISBURSE THE PORTION OF THE PROCEEDS OF ANY REVOLVING CREDIT LOAN
REQUESTED PURSUANT TO THIS SECTION TO THE EXTENT THAT ANY LENDER HAS NOT MADE
AVAILABLE TO THE ADMINISTRATIVE AGENT ITS REVOLVING CREDIT COMMITMENT PERCENTAGE
OF SUCH LOAN.
REVOLVING CREDIT LOANS TO BE MADE FOR THE PURPOSE OF REFUNDING
SWINGLINE LOANS SHALL BE MADE BY THE LENDERS AS PROVIDED IN SECTION 2.2(B).
SECTION 2.4
Competitive Bid Borrowings.
(A)
COMPETITIVE BID OPTION.
IN ADDITION TO THE COMMITTED LOANS MADE
PURSUANT TO SECTIONS 2.1 AND 2.2, THE BORROWERS MAY, AS SET FORTH IN THIS
SECTION 2.4, REQUEST THE LENDERS TO MAKE OFFERS TO MAKE COMPETITIVE BID LOANS TO
THE BORROWERS FROM TIME TO TIME PRIOR TO THE MATURITY DATE; PROVIDED, THAT THE
AGGREGATE PRINCIPAL AMOUNT OF ALL OUTSTANDING COMPETITIVE BID LOANS (AFTER
GIVING EFFECT TO ANY AMOUNT REQUESTED) SHALL NOT EXCEED THE LESSER OF (I) THE
AGGREGATE COMMITMENT LESS THE SUM OF ALL OUTSTANDING REVOLVING CREDIT LOANS,
SWINGLINE LOANS AND L/C OBLIGATIONS AND (II) THE COMPETITIVE BID SUBLIMIT.
THE
LENDERS MAY, BUT SHALL HAVE NO OBLIGATION TO, MAKE SUCH OFFERS AND THE BORROWERS
MAY, BUT SHALL HAVE NO OBLIGATION TO,
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accept any such offers in the manner set forth in this Section 2.4.
Any
Lender's Competitive Bid Loan shall not reduce such Lender's pro rata share of
any remaining undrawn Aggregate Commitment.
(B)
COMPETITIVE BID REQUEST.
WHEN THE BORROWERS WISH TO REQUEST
OFFERS TO MAKE COMPETITIVE BID LOANS UNDER THIS SECTION 2.4, THE COMPANY, ON
BEHALF OF THE BORROWERS, SHALL TRANSMIT TO THE ADMINISTRATIVE AGENT BY TELEPHONE
CALL FOLLOWED PROMPTLY BY FACSIMILE OR ELECTRONIC MAIL TRANSMISSION (A
"COMPETITIVE BID REQUEST") SUBSTANTIALLY IN THE FORM OF EXHIBIT B-2 HERETO SO AS
TO BE RECEIVED BY THE ADMINISTRATIVE AGENT AT THE ADMINISTRATIVE AGENT'S OFFICE
NOT LATER THAN 11:00 A.M. (X) AT LEAST FOUR (4) BUSINESS DAYS BEFORE THE DATE OF
BORROWING PROPOSED THEREIN, IN THE CASE OF A LIBOR AUCTION OR (Y) ONE (1)
BUSINESS DAY PRIOR TO THE DATE OF BORROWING PROPOSED THEREIN, IN THE CASE OF AN
ABSOLUTE RATE AUCTION, OR, IN ANY SUCH CASE, SUCH OTHER TIME OR DATE AS THE
BORROWERS AND THE ADMINISTRATIVE AGENT SHALL HAVE MUTUALLY AGREED AND SHALL HAVE
NOTIFIED TO THE LENDERS NOT LATER THAN THE DATE OF THE COMPETITIVE BID REQUEST
FOR THE FIRST LIBOR AUCTION OR ABSOLUTE RATE AUCTION FOR WHICH SUCH CHANGE IS TO
BE EFFECTIVE.
EACH SUCH COMPETITIVE BID REQUEST SHALL SPECIFY:
(I)
THE PROPOSED DATE OF BORROWING, WHICH SHALL BE A BUSINESS DAY;
(II)
THE PRINCIPAL AMOUNT OF SUCH BORROWING, WHICH SHALL BE $3,000,000
OR A WHOLE MULTIPLE OF $1,000,000 IN EXCESS THEREOF OR, IF LESS, THE AGGREGATE
AMOUNT OF THE