THE PROCEEDS OF A SALE
OF PARTICIPATIONS THEREIN SHALL BE PROMPTLY REMITTED TO THE GENERAL
ADMINISTRATIVE AGENT; ANY SUCH AMOUNTS RECEIVED BY THE GENERAL ADMINISTRATIVE
AGENT SHALL BE PROMPTLY REMITTED BY THE GENERAL ADMINISTRATIVE AGENT TO THE
US/UK LENDERS THAT SHALL HAVE MADE THEIR PAYMENTS PURSUANT TO THIS PARAGRAPH AND
TO THE SWINGLINE LENDER, AS THEIR INTERESTS MAY APPEAR. THE PURCHASE OF
PARTICIPATIONS IN A SWINGLINE LOAN PURSUANT TO THIS PARAGRAPH SHALL NOT RELIEVE
THE COMPANY (OR OTHER PARTY LIABLE FOR OBLIGATIONS OF THE COMPANY) OF ANY
DEFAULT IN THE PAYMENT THEREOF.
SECTION 5.
COMPETITIVE BID LOANS.
5.1.
COMPETITIVE BID PROCEDURE.
(A)
SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH HEREIN, FROM TIME TO TIME DURING THE COMMITMENT PERIOD THE COMPANY MAY
REQUEST COMPETITIVE BIDS FOR COMPETITIVE LOANS DENOMINATED IN DOLLARS AND THE
COMPANY MAY (BUT SHALL NOT HAVE ANY OBLIGATION TO) ACCEPT COMPETITIVE BIDS AND
BORROW COMPETITIVE LOANS; PROVIDED THAT NO COMPETITIVE LOAN MAY BE REQUESTED
THAT WOULD RESULT IN THE SUM OF THE TOTAL US/UK EXTENSIONS OF CREDIT EXCEEDING
THE TOTAL US/UK COMMITMENTS.
EACH COMPETITIVE BORROWING SHALL BE COMPRISED
ENTIRELY OF EUROCURRENCY LOANS OR FIXED RATE LOANS AS THE COMPANY MAY REQUEST IN
ACCORDANCE HEREWITH AND SHALL BE IN AN AGGREGATE AMOUNT THAT IS AN INTEGRAL
MULTIPLE OF $1,000,000 AND NOT LESS THAN $5,000,000.
TO REQUEST COMPETITIVE
BIDS, THE COMPANY SHALL HAND DELIVER OR TELECOPY TO THE GENERAL ADMINISTRATIVE
AGENT A DULY COMPLETED COMPETITIVE BID REQUEST IN THE FORM OF EXHIBIT F-1
HERETO, TO BE RECEIVED BY THE GENERAL ADMINISTRATIVE AGENT, IN THE CASE OF A
EUROCURRENCY BORROWING, NOT LATER THAN 10:00 A.M., NEW YORK CITY TIME, FOUR
BUSINESS DAYS BEFORE THE DATE OF THE PROPOSED BORROWING AND, IN THE CASE OF A
FIXED RATE BORROWING, NOT LATER THAN 10:00 A.M., NEW YORK CITY TIME, TWO
BUSINESS DAYS BEFORE THE DATE OF THE PROPOSED BORROWING.
A COMPETITIVE BID
REQUEST THAT DOES NOT CONFORM SUBSTANTIALLY TO EXHIBIT F-1 MAY BE REJECTED IN
THE GENERAL ADMINISTRATIVE AGENT'S SOLE DISCRETION, AND THE GENERAL
ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE COMPANY OF SUCH REJECTION BY
TELECOPY.
EACH COMPETITIVE BID REQUEST SHALL SPECIFY THE FOLLOWING INFORMATION
IN COMPLIANCE WITH SUBSECTION 2.2:
(1)
aggregate principal amount of the requested Borrowing;
(2)
the date of the requested Borrowing, which shall be a Business Day;
(3)
whether the requested Borrowing is to be a Eurocurrency Borrowing or a
Fixed Rate Borrowing;
(4)
the Interest Period to be applicable to such Borrowing, which shall be a
period contemplated by the definition of the term "Interest Period"; and
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(5)
the location and number of the Company's account to which funds are to be
disbursed.
Promptly following receipt of a Competitive Bid Request in accordance with this
Section 5, the General Administrative Agent shall notify the US/UK Lenders of
the details thereof by telecopy, inviting the US/UK Lenders to submit
Competitive Bids.
(B)
EACH US/UK LENDER MAY (BUT SHALL NOT HAVE ANY OBLIGATION TO) MAKE ONE OR
MORE COMPETITIVE BIDS TO THE COMPANY IN RESPONSE TO A