FOR AFFECTED FIXED RATE LOANS.
IF
(I) THE OBLIGATION OF ANY BANK TO MAKE, OR TO CONTINUE OR CONVERT OUTSTANDING
LOANS AS OR TO, EURO-DOLLAR LOANS HAS BEEN SUSPENDED PURSUANT TO SECTION 8.02 OR
(II) ANY BANK HAS DEMANDED COMPENSATION UNDER SECTION 8.03 OR 8.04 WITH RESPECT
TO ITS CD LOANS OR EURO-DOLLAR LOANS AND THE BORROWER SHALL, BY AT LEAST FIVE
EURO-DOLLAR BUSINESS DAYS' PRIOR NOTICE TO SUCH BANK THROUGH THE ADMINISTRATIVE
AGENT, HAVE ELECTED THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO SUCH
BANK, THEN, UNLESS AND UNTIL SUCH BANK NOTIFIES THE BORROWER THAT THE
CIRCUMSTANCES GIVING RISE TO SUCH SUSPENSION OR DEMAND FOR COMPENSATION NO
LONGER EXIST, ALL LOANS WHICH WOULD OTHERWISE BE MADE BY SUCH BANK AS (OR
CONTINUED AS OR CONVERTED TO) CD LOANS OR EURO-DOLLAR LOANS, AS THE CASE MAY BE,
SHALL INSTEAD BE BASE RATE LOANS (ON WHICH INTEREST AND PRINCIPAL SHALL BE
PAYABLE CONTEMPORANEOUSLY WITH THE RELATED FIXED RATE LOANS OF THE OTHER
BANKS).
IF SUCH BANK NOTIFIES THE BORROWER THAT THE CIRCUMSTANCES GIVING RISE
TO SUCH SUSPENSION OR DEMAND FOR COMPENSATION NO LONGER EXIST, THE PRINCIPAL
AMOUNT OF EACH SUCH BASE RATE LOAN SHALL BE CONVERTED INTO A EURO-DOLLAR LOAN OR
CD LOAN, AS THE CASE MAY BE, ON THE FIRST DAY OF THE NEXT SUCCEEDING INTEREST
PERIOD APPLICABLE TO THE RELATED EURO-DOLLAR LOANS OR CD LOANS OF THE OTHER
BANKS.
SECTION 8.06.
SUBSTITUTION OF BANK.
IF ANY BANK HAS DEMANDED COMPENSATION
PURSUANT TO SECTION 8.03 OR 8.04, THE BORROWER SHALL HAVE THE RIGHT TO DESIGNATE
AN ASSIGNEE WHICH IS NOT AN AFFILIATE OF THE BORROWER TO PURCHASE FOR CASH,
PURSUANT TO AN ASSIGNMENT AND ASSUMPTION AGREEMENT SUBSTANTIALLY IN THE FORM OF
EXHIBIT F HERETO, THE OUTSTANDING LOANS AND COMMITMENT OF SUCH BANK AND TO
ASSUME ALL OF SUCH BANK'S OTHER RIGHTS AND OBLIGATIONS HEREUNDER WITHOUT
RECOURSE TO OR WARRANTY BY SUCH BANK, FOR A PURCHASE PRICE EQUAL TO THE
PRINCIPAL AMOUNT OF ALL OF SUCH BANK'S OUTSTANDING LOANS INCLUDING
PARTICIPATIONS IN THE LC DISBURSEMENTS AND SWINGLINE LOANS, PLUS ANY ACCRUED BUT
UNPAID INTEREST THEREON AND THE ACCRUED BUT UNPAID FACILITY FEES IN RESPECT OF
THAT BANK'S COMMITMENT HEREUNDER PLUS SUCH AMOUNT, IF ANY, AS WOULD BE PAYABLE
PURSUANT TO SECTION 2.14 IF THE OUTSTANDING LOANS OF SUCH BANK WERE PREPAID IN
THEIR ENTIRETY ON THE DATE OF CONSUMMATION OF SUCH ASSIGNMENT.
ARTICLE 9
MISCELLANEOUS
SECTION 9.01.
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS PROVIDED FOR
HEREIN SHALL BE IN WRITING AND SHALL BE DELIVERED BY HAND OR OVERNIGHT COURIER
SERVICE, MAILED BY CERTIFIED OR REGISTERED MAIL OR SENT BY TELECOPY, AS FOLLOWS:
(A)
IF TO THE BORROWER, TO IT AT 13925
BALLANTYNE CORPORATE PLACE, SUITE 400, CHARLOTTE, NC 28277, ATTENTION OF CHIEF
FINANCIAL OFFICER, TELECOPY NO. (704) 501-1190;
(B)
IF TO THE ADMINISTRATIVE AGENT AND/OR
SWINGLINE BANK, 2200 ROSS AVENUE, 3RD FLOOR, DALLAS, TEXAS
75201, ATTENTION OF
MICHAEL LISTER, TELECOPY NO. (214) 965-2044 WITH A COPY TO JPMORGAN CHASE BANK,
LOAN AGENCY SERVICES, 1111 FANNIN, 10TH FLOOR, HOUSTON, TEXAS 77002;