APPLY TO EACH LETTER OF CREDIT.
(8)
EVERGREEN LETTERS OF CREDIT.
IF BORROWER
SO REQUESTS IN ANY APPLICABLE LETTER OF CREDIT APPLICATION, THE ISSUING LENDER
AGREES TO ISSUE A LETTER OF CREDIT THAT HAS AUTOMATIC RENEWAL PROVISIONS (EACH,
AN "EVERGREEN LETTER OF CREDIT"); PROVIDED THAT ANY SUCH EVERGREEN LETTER OF
CREDIT MUST PERMIT THE ISSUING LENDER TO PREVENT ANY SUCH RENEWAL AT LEAST ONCE
IN EACH TWELVE-MONTH PERIOD (COMMENCING WITH THE DATE OF ISSUANCE OF SUCH LETTER
OF CREDIT) BY GIVING PRIOR NOTICE TO THE BENEFICIARY THEREOF NOT LATER THAN A
DAY (THE "NONRENEWAL NOTICE DATE") IN EACH SUCH TWELVE-MONTH PERIOD TO BE AGREED
UPON AT THE TIME SUCH LETTER OF CREDIT IS ISSUED.
UNLESS OTHERWISE DIRECTED BY
THE ISSUING LENDER, BORROWER SHALL NOT BE REQUIRED TO MAKE A SPECIFIC REQUEST TO
THE ISSUING LENDER FOR ANY SUCH RENEWAL.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN, THE ISSUING LENDER SHALL HAVE NO OBLIGATION TO PERMIT
THE RENEWAL OF ANY EVERGREEN LETTER OF CREDIT AT ANY TIME.
(F)
NOTES.
BORROWER SHALL EXECUTE AND DELIVER
TO EACH REQUESTING LENDER A REVOLVING NOTE, A TERM LOAN A NOTE, A TERM LOAN B
NOTE AND A SWINGLINE NOTE, EACH DATED THE AMENDMENT DATE, IN THE PRINCIPAL
AMOUNT OF SUCH LENDER'S PRO RATA SHARE OF THE REVOLVING LOAN COMMITMENT, THE
TERM LOAN A COMMITMENT, THE TERM LOAN B COMMITMENT AND THE SWINGLINE LOAN
COMMITMENT, RESPECTIVELY.
(G)
LOANS.
LOANS WILL BE MADE AVAILABLE BY WIRE
TRANSFER OF IMMEDIATELY AVAILABLE FUNDS.
WIRE TRANSFERS WILL BE MADE TO SUCH
ACCOUNT OR ACCOUNTS AS MAY BE AUTHORIZED BY BORROWER.
1.2.
INTEREST.
(A)
INTEREST OPTIONS.
FROM THE DATE EACH LOAN IS
MADE, BASED UPON BORROWER'S ELECTION AT SUCH TIME AND FROM TIME TO TIME
THEREAFTER (AS PROVIDED IN SUBSECTION 1.3 AND SUBJECT TO THE CONDITIONS SET
FORTH IN SUCH SUBSECTION 1.3 AND SUBSECTION 1.2 (C)), EACH LOAN SHALL ACCRUE
INTEREST AS FOLLOWS:
(1)
AS A PORTION OF THE BASE RATE LOAN, AT THE
SUM OF THE BASE RATE PLUS THE BASE RATE MARGIN APPLICABLE FROM TIME TO TIME AS
PROVIDED IN SUBSECTION 1.2(B); OR
6
(2)
AS A LIBOR LOAN, FOR THE APPLICABLE
INTEREST PERIOD, AT THE SUM OF LIBOR PLUS THE LIBOR MARGIN APPLICABLE FROM TIME
TO TIME AS PROVIDED IN SUBSECTION 1.2(B);
provided, further, that for each Swingline Loan, such Swingline Loan shall
accrue interest at the sum of the 7-Day LIBOR Index Rate applicable from time to
time plus the LIBOR Margin applicable from time to time as provided in
Subsection 1.2(B); and provided, further, that $40,000,000 of the principal
amount of the Term Loan A (the "Fixed Rate Loan") shall be subject to a fixed
rate for the period from and including the Amendment Date through and including
May 31, 2011 (the "Fixed Rate Period") of the sum of 6.2860% plus the Fixed Rate
Margin applicable from time to time as provided in Subsection 1.2(B).
EXCEPT AS OTHERWISE PROVIDED IN SUBSECTIONS 1.2(E) AND 6.6, INTEREST ON ALL
OBLIGATIONS (OTHER THAN THE INTEREST PAYMENTS REQUIRED PURSUANT