EXCEPT WHERE IT IS EXPRESSLY PROVIDED PURSUANT TO THIS AGREEMENT THAT THE
LIBOR RATE IS TO APPLY.
(B)
DESIGNATION AND CONVERSION.
THE COMPANY SHALL HAVE THE RIGHT TO
DESIGNATE OR CONVERT ITS INTEREST OPTIONS IN ACCORDANCE WITH THE PROVISIONS
HEREOF.
PROVIDED NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AND SUBJECT
TO THE PROVISIONS OF THE LAST SENTENCE OF SUBSECTION 2.09(A) HEREINABOVE AND OF
SECTION 2.10 HEREOF, THE COMPANY MAY ELECT TO HAVE THE LIBOR RATE APPLY OR
CONTINUE TO APPLY TO ALL OR ANY PORTION OF THE OUTSTANDING PRINCIPAL BALANCE OF
THE LOANS.
EACH CHANGE IN INTEREST OPTIONS SHALL BE A CONVERSION OF THE RATE OF
INTEREST APPLICABLE TO THE SPECIFIED PORTION OF THE LOANS, BUT SUCH CONVERSION
ALONE SHALL NOT CHANGE THE OUTSTANDING PRINCIPAL AMOUNT OF THE LOANS AND
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SUCH CONVERSION SHALL NOT BE CONSTRUED TO MAKE THIS AGREEMENT A REVOLVING CREDIT
FACILITY.
THE INTEREST OPTIONS SHALL BE DESIGNATED OR CONVERTED IN THE MANNER
PROVIDED BELOW:
I.
THE COMPANY SHALL GIVE THE AGENT NOTICE BY TELEPHONE OR
FACSIMILE PROMPTLY CONFIRMED BY WRITTEN NOTICE (THE "RATE SELECTION NOTICE")
SUBSTANTIALLY IN THE FORM OF EXHIBIT E HERETO.
EACH SUCH TELEPHONE OR FACSIMILE
AND WRITTEN NOTICE SHALL SPECIFY THE AMOUNT AND TYPE OF BORROWINGS WHICH ARE THE
SUBJECT OF THE DESIGNATION, IF ANY; THE AMOUNT AND TYPE OF BORROWINGS INTO WHICH
SUCH BORROWINGS ARE TO BE CONVERTED OR FOR WHICH AN INTEREST OPTION IS
DESIGNATED; THE PROPOSED DATE FOR THE DESIGNATION OR CONVERSION (WHICH, IN THE
CASE OF CONVERSION OF LIBOR RATE BORROWINGS, SHALL BE THE LAST DAY OF THE LIBOR
INTEREST PERIOD APPLICABLE THERETO) AND THE LIBOR INTEREST PERIOD OR PERIODS, IF
ANY, SELECTED BY THE COMPANY.
SUCH NOTICE BY TELEPHONE OR FACSIMILE SHALL BE
IRREVOCABLE AND SHALL BE GIVEN TO THE AGENT NO LATER THAN THE APPLICABLE RATE
SELECTION DATE.
IF (A) A NEW LOAN IS TO BE A LIBOR RATE BORROWING, (B) AN
EXISTING LIBOR RATE BORROWING IS MATURING AT THE TIME THAT A NEW LOAN IS BEING
REQUESTED AND THE COMPANY IS ELECTING TO HAVE SUCH EXISTING PORTION OF THE
OUTSTANDING PRINCIPAL BALANCE OF THE LOANS GOING FORWARD BEAR INTEREST AT THE
SAME INTEREST OPTION AND FOR THE SAME LIBOR INTEREST PERIOD AS THE NEW LOAN, OR
(C) A PORTION OF AN ALTERNATE BASE RATE BORROWING IS TO BE CONVERTED SO AS TO
BEAR INTEREST AT THE SAME INTEREST OPTION AND FOR THE SAME LIBOR INTEREST PERIOD
AS THE NEW LOAN, THEN THE RATE SELECTION NOTICE SHALL BE INCLUDED IN THE REQUEST
FOR EXTENSION OF CREDIT AND CERTIFICATE OF NO DEFAULT APPLICABLE TO THE NEW
LOAN, WHICH SHALL BE GIVEN TO THE AGENT NO LATER THAN THE APPLICABLE RATE
SELECTION DATE.
II.
NO MORE THAN FIVE (5) LIBOR INTEREST PERIODS SHALL BE IN EFFECT
AT ANY ONE TIME.
EACH LIBOR RATE BORROWING SHALL BE IN THE AMOUNT OF AT LEAST
$10,000,000.
III.
PRINCIPAL INCLUDED IN ANY BORROWING SHALL NOT BE INCLUDED IN ANY
OTHER BORROWING WHICH EXISTS AT THE SAME TIME.
IV.
EACH DESIGNATION