BE OUTSTANDING AT THE SAME TIME, PROVIDED
THAT NOT MORE THAN FIVE (5) DIFFERENT GROUPS OF LIBOR LOANS SHALL BE OUTSTANDING
AT ANY ONE TIME.
ALL BORROWINGS, CONVERSIONS AND REPAYMENTS OF REVOLVING LOANS
SHALL BE EFFECTED SO THAT EACH LENDER WILL HAVE A RATABLE SHARE (ACCORDING TO
ITS PRO RATA SHARE) OF ALL TYPES AND GROUPS OF LOANS.
2.2.2
BORROWING PROCEDURES.
THE COMPANY SHALL GIVE WRITTEN NOTICE (EACH
SUCH WRITTEN NOTICE, A "NOTICE OF BORROWING") SUBSTANTIALLY IN THE FORM OF
EXHIBIT D OR TELEPHONIC NOTICE (FOLLOWED IMMEDIATELY BY A NOTICE OF BORROWING)
TO THE ADMINISTRATIVE AGENT OF EACH PROPOSED BORROWING NOT LATER THAN (A) IN THE
CASE OF A BASE RATE BORROWING, 11:00 A.M., CHICAGO TIME, ON THE PROPOSED DATE OF
SUCH BORROWING, AND (B) IN THE CASE OF A LIBOR BORROWING, 11:00 A.M., CHICAGO
TIME, AT LEAST THREE BUSINESS DAYS PRIOR TO THE PROPOSED DATE OF SUCH
BORROWING.
EACH SUCH NOTICE SHALL BE EFFECTIVE UPON RECEIPT BY THE
ADMINISTRATIVE AGENT, SHALL BE IRREVOCABLE, AND SHALL SPECIFY THE DATE, AMOUNT
AND TYPE OF BORROWING AND, IN THE CASE OF A LIBOR BORROWING, THE INITIAL
INTEREST PERIOD THEREFOR.
PROMPTLY UPON RECEIPT OF SUCH NOTICE, THE
ADMINISTRATIVE AGENT SHALL ADVISE EACH LENDER THEREOF.
NOT LATER THAN 1:00
P.M., CHICAGO TIME, ON THE DATE OF A PROPOSED BORROWING, EACH LENDER SHALL
PROVIDE THE ADMINISTRATIVE AGENT AT THE OFFICE SPECIFIED BY THE ADMINISTRATIVE
AGENT WITH IMMEDIATELY AVAILABLE FUNDS COVERING SUCH LENDER'S PRO RATA SHARE OF
SUCH BORROWING AND, SO LONG AS THE ADMINISTRATIVE AGENT HAS NOT RECEIVED WRITTEN
NOTICE THAT THE CONDITIONS PRECEDENT SET FORTH IN SECTION 11 WITH RESPECT TO
SUCH BORROWING HAVE NOT BEEN SATISFIED, THE ADMINISTRATIVE AGENT SHALL PAY OVER
THE FUNDS RECEIVED BY THE ADMINISTRATIVE AGENT TO THE COMPANY ON THE REQUESTED
BORROWING DATE.
EACH BORROWING SHALL BE ON A BUSINESS DAY.
EACH BASE RATE
BORROWING SHALL BE IN AN AGGREGATE AMOUNT OF AT LEAST $2,000,000 AND AN INTEGRAL
MULTIPLE OF $1,000,000, AND EACH LIBOR BORROWING SHALL BE IN AN AGGREGATE AMOUNT
OF AT LEAST $5,000,000 AND AN INTEGRAL MULTIPLE OF AT LEAST $1,000,000.
2.2.3
CONVERSION AND CONTINUATION PROCEDURES.
(A)
SUBJECT TO SECTION
2.2.1, THE COMPANY MAY, UPON IRREVOCABLE WRITTEN NOTICE TO THE ADMINISTRATIVE
AGENT IN ACCORDANCE WITH CLAUSE (B) BELOW:
(A)
ELECT, AS OF ANY BUSINESS DAY, TO CONVERT ANY LOANS (OR ANY PART
THEREOF IN AN AGGREGATE AMOUNT NOT LESS THAN $5,000,000 A HIGHER INTEGRAL
MULTIPLE OF $1,000,000) INTO LOANS OF THE OTHER TYPE; OR
(B)
ELECT, AS OF THE LAST DAY OF THE APPLICABLE INTEREST PERIOD, TO
CONTINUE ANY LIBOR LOANS HAVING INTEREST PERIODS EXPIRING ON SUCH DAY (OR ANY
PART THEREOF IN AN AGGREGATE AMOUNT
21
NOT LESS THAN $5,000,000 OR A HIGHER INTEGRAL MULTIPLE OF $1,000,000) FOR A NEW
INTEREST PERIOD; PROVIDED THAT AFTER GIVING EFFECT TO ANY PREPAYMENT, CONVERSION
OR CONTINUATION, THE AGGREGATE PRINCIPAL AMOUNT OF EACH GROUP OF LIBOR LOANS
SHALL BE AT LEAST $5,000,000 AND AN INTEGRAL MULTIPLE OF $1,000,000.
(b)
The Company shall give written notice (each such written notice,