QUOTE REQUEST THAT IS NOT REJECTED PURSUANT TO SECTION 2.14(B),
THE ADMINISTRATIVE AGENT SHALL SEND TO EACH OF THE LENDERS BY TELECOPY AN
INVITATION FOR COMPETITIVE BID QUOTES SUBSTANTIALLY IN THE FORM OF EXHIBIT C-2
HERETO, WHICH SHALL CONSTITUTE AN INVITATION BY THE BORROWER TO EACH LENDER TO
SUBMIT COMPETITIVE BID QUOTES OFFERING TO MAKE THE COMPETITIVE BID LOANS TO
WHICH SUCH COMPETITIVE BID QUOTE REQUEST RELATES IN ACCORDANCE WITH THIS
SECTION 2.14.
(D)
SUBMISSION AND CONTENTS OF COMPETITIVE BID QUOTES.
(I)
EACH LENDER MAY, IN ITS SOLE DISCRETION, SUBMIT A COMPETITIVE BID
QUOTE CONTAINING AN OFFER OR OFFERS TO MAKE COMPETITIVE BID LOANS IN RESPONSE TO
ANY INVITATION FOR COMPETITIVE BID QUOTES.
EACH COMPETITIVE BID QUOTE MUST
COMPLY WITH THE REQUIREMENTS OF THIS SECTION 2.14(D) AND MUST BE SUBMITTED TO
THE ADMINISTRATIVE AGENT BY TELEX OR TELECOPY AT ITS OFFICES NOT LATER THAN
(A) 2:00 P.M. (CHICAGO TIME) AT LEAST FOUR BUSINESS DAYS PRIOR TO THE PROPOSED
BORROWING DATE, IN THE CASE OF A REQUEST FOR A COMPETITIVE LIBOR MARGIN OR
(B) 9:00 A.M. (CHICAGO TIME) ON THE PROPOSED BORROWING DATE, IN THE CASE OF A
REQUEST FOR AN ABSOLUTE RATE (OR, IN EITHER CASE UPON REASONABLE PRIOR NOTICE TO
THE LENDERS, SUCH OTHER TIME AND DATE AS THE BORROWER AND THE ADMINISTRATIVE
AGENT MAY AGREE); PROVIDED THAT COMPETITIVE BID QUOTES SUBMITTED BY THE
ADMINISTRATIVE AGENT, IN ITS CAPACITY AS A LENDER, MAY ONLY BE SUBMITTED IF THE
ADMINISTRATIVE AGENT
NOTIFIES THE BORROWER OF THE TERMS OF THE OFFER OR OFFERS
CONTAINED THEREIN NO LATER THAN 30 MINUTES PRIOR TO THE LATEST TIME AT WHICH THE
RELEVANT COMPETITIVE BID QUOTES MUST BE SUBMITTED BY THE OTHER LENDERS.
SUBJECT
TO THE BORROWER'S COMPLIANCE WITH ALL OTHER CONDITIONS TO DISBURSEMENT HEREIN,
ANY COMPETITIVE BID QUOTE OF A LENDER SO MADE SHALL BE IRREVOCABLE EXCEPT WITH
THE WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT GIVEN ON THE INSTRUCTIONS OF THE
BORROWER.
(II)
EACH COMPETITIVE BID QUOTE SHALL BE IN SUBSTANTIALLY THE FORM OF
EXHIBIT C-3 HERETO AND SHALL IN ANY CASE SPECIFY:
30
1)
THE PROPOSED BORROWING DATE, WHICH SHALL BE THE SAME AS THAT SET
FORTH IN THE APPLICABLE INVITATION FOR COMPETITIVE BID QUOTES,
2)
THE PRINCIPAL AMOUNT OF THE COMPETITIVE BID LOAN FOR WHICH EACH
SUCH OFFER IS BEING MADE, WHICH PRINCIPAL AMOUNT (X) MAY BE GREATER THAN, LESS
THAN OR EQUAL TO THE COMMITMENT OF THE QUOTING LENDER, (Y) MUST BE AT LEAST
$5,000,000 AND AN INTEGRAL MULTIPLE OF $1,000,000, AND (Z) MAY NOT EXCEED THE
PRINCIPAL AMOUNT OF COMPETITIVE BID LOANS FOR WHICH OFFERS ARE REQUESTED,
3)
AS APPLICABLE, THE COMPETITIVE LIBOR MARGIN AND ABSOLUTE RATE
OFFERED FOR EACH SUCH COMPETITIVE BID LOAN,
4)
THE MINIMUM AMOUNT, IF ANY, OF THE COMPETITIVE BID LOAN WHICH MAY
BE ACCEPTED BY THE BORROWER, AND
5)
THE IDENTITY OF THE QUOTING LENDER, PROVIDED THAT SUCH
COMPETITIVE BID LOAN MAY BE FUNDED BY SUCH LENDER'S DESIGNATED LENDER AS
PROVIDED IN SECTION 2.14(J), REGARDLESS OF WHETHER THAT IS SPECIFIED IN THE
COMPETITIVE BID