INTEREST PERIOD TO BE
APPLICABLE TO SUCH EURODOLLAR RATE LOANS. SUBJECT TO THE TERMS AND CONDITIONS
CONTAINED HEREIN, TWO (2) BUSINESS DAYS AFTER RECEIPT BY AGENT OF SUCH A REQUEST
FROM SUCH BORROWER, SUCH EURODOLLAR RATE LOANS SHALL BE MADE OR SUCH PRIME RATE
LOANS SHALL BE CONVERTED TO EURODOLLAR RATE LOANS OR SUCH EURODOLLAR RATE LOANS
SHALL CONTINUE, AS THE CASE MAY BE, PROVIDED, THAT, (I) NO DEFAULT OR EVENT OF
DEFAULT SHALL EXIST OR HAVE OCCURRED AND BE CONTINUING, (II) NO PARTY HERETO
SHALL HAVE SENT ANY NOTICE OF TERMINATION OF THIS AGREEMENT, (III) SUCH BORROWER
SHALL HAVE COMPLIED WITH SUCH CUSTOMARY PROCEDURES AS ARE ESTABLISHED BY AGENT
AND SPECIFIED BY AGENT TO BORROWERS FOR EURODOLLAR RATE LOANS, (IV) EXCLUSIVE OF
THE EXISTING TERM LOAN, NO MORE THAN SIX (6) INTEREST PERIODS MAY BE IN EFFECT
AT ANY ONE TIME, (V) EXCLUSIVE OF THE EXISTING TERM LOAN, THE AGGREGATE AMOUNT
OF THE EURODOLLAR RATE LOANS MUST BE IN AN AMOUNT NOT LESS THAN $3,000,000 OR AN
INTEGRAL MULTIPLE OF $500,000 IN EXCESS THEREOF, AND (VI) AGENT AND EACH
REVOLVING LOAN LENDER SHALL HAVE DETERMINED THAT THE INTEREST PERIOD OR ADJUSTED
EURODOLLAR RATE IS AVAILABLE TO AGENT AND SUCH REVOLVING LOAN LENDER AND CAN BE
READILY DETERMINED AS OF THE DATE OF THE REQUEST FOR SUCH EURODOLLAR RATE LOAN
BY SUCH BORROWER. ANY REQUEST BY OR ON BEHALF OF ANY BORROWER FOR REVOLVING
LOANS THAT ARE TO BE EURODOLLAR RATE LOANS OR TO CONVERT REVOLVING LOANS THAT
ARE PRIME RATE LOANS TO EURODOLLAR RATE LOANS OR TO CONTINUE ANY EXISTING
REVOLVING LOANS THAT ARE EURODOLLAR RATE LOANS SHALL BE IRREVOCABLE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AGENT AND LENDERS
SHALL NOT BE REQUIRED TO PURCHASE UNITED STATES DOLLAR DEPOSITS IN THE LONDON
INTERBANK MARKET OR OTHER APPLICABLE EURODOLLAR RATE
50
market to fund any Eurodollar Rate Loans, but the provisions hereof shall be
deemed to apply as if Agent and Lenders had purchased such deposits to fund the
Eurodollar Rate Loans.
(C)
ANY REVOLVING LOANS THAT ARE EURODOLLAR RATE LOANS SHALL
AUTOMATICALLY CONVERT TO PRIME RATE LOANS UPON THE LAST DAY OF THE APPLICABLE
INTEREST PERIOD, UNLESS AGENT HAS RECEIVED AND APPROVED A REQUEST TO CONTINUE
SUCH EURODOLLAR RATE LOAN AT LEAST TWO (2) BUSINESS DAYS PRIOR TO SUCH LAST DAY
IN ACCORDANCE WITH THE TERMS HEREOF. ANY REVOLVING LOANS THAT ARE EURODOLLAR
RATE LOANS SHALL, AT AGENT'S OPTION, UPON NOTICE BY AGENT TO BORROWERS, BE
SUBSEQUENTLY CONVERTED TO PRIME RATE LOANS IN THE EVENT THAT THIS AGREEMENT OR
THE REVOLVING CREDIT FACILITY SHALL TERMINATE OR NOT BE RENEWED. BORROWERS SHALL
PAY TO AGENT, FOR THE BENEFIT OF REVOLVING LOAN LENDERS, UPON DEMAND BY AGENT
(OR AGENT MAY, AT ITS OPTION, CHARGE ANY LOAN ACCOUNT OF BORROWERS) ANY AMOUNTS
REQUIRED TO COMPENSATE ANY REVOLVING LOAN LENDER OR PARTICIPANT FOR ANY LOSS
(INCLUDING LOSS OF ANTICIPATED PROFITS), COST OR EXPENSE INCURRED BY SUCH
PERSON, AS A RESULT OF THE CONVERSION OF EURODOLLAR RATE LOANS TO PRIME RATE
LOANS