BUSINESS DAY PRIOR TO THE REQUESTED BORROWING DATE OF EACH BASE RATE
LOAN IN EXCESS OF $1,000,000 BUT EQUAL TO OR LESS THAN $3,000,000 AND (III) ON
THE DAY WHICH IS THREE (3) BUSINESS DAYS PRIOR TO THE REQUESTED BORROWING DATE
IN THE CASE OF EACH LIBOR RATE LOAN AND EACH BASE RATE LOAN IN EXCESS OF
$3,000,000; PROVIDED, THAT WITH RESPECT TO LOANS SUBSEQUENT TO THE LOANS MADE ON
THE RESTATEMENT EFFECTIVE DATE, THE BORROWER MAY GIVE NOTICE OF THE REQUESTED
BORROWING TO THE AGENT BY TELEPHONE CALL, WITH SUCH NOTICE CONFIRMED NOT LATER
THAN THE FOLLOWING BUSINESS DAY BY DELIVERY TO THE AGENT OF A SIGNED NOTICE OF
BORROWING.
SUCH NOTICE OF BORROWING SHALL SPECIFY:
(I)
THE AMOUNT OF THE BORROWING (WHICH SHALL
BE IN AN AGGREGATE MINIMUM PRINCIPAL AMOUNT OF $100,000 AND MULTIPLES OF $50,000
IN EXCESS THEREOF);
5
(II)
THE REQUESTED BORROWING DATE, WHICH SHALL
BE A BUSINESS DAY;
(III)
WHETHER THE BORROWING IS TO COMPRISE
REVOLVING LOANS OR CAPEX LOANS;
(IV)
WHETHER THE BORROWING IS TO COMPRISE LIBOR
RATE LOANS AND/OR BASE RATE LOANS; AND
(V)
IF THE BORROWING IS TO COMPRISE LIBOR RATE
LOANS, THE INTEREST PERIOD APPLICABLE TO SUCH LOANS.
provided, however, that with respect to the Borrowing to be made on the
Restatement Effective Date, such Borrowing will consist of Base Rate Loans only
and shall remain so for not less than three (3) Business Days.
Thereafter, the
Borrower may request that Revolving Loans and/or CapEx Loans be made as LIBOR
Rate Loans and that Loans be converted to or continued as LIBOR Rate Loans,
provided only LIBOR Rate Loans having an Interest Period of one (1) month shall
be permitted during the first sixty (60) days after the Restatement Effective
Date.
(B)
UPON RECEIPT OF THE NOTICE OF BORROWING, THE
AGENT WILL PROMPTLY NOTIFY EACH LENDER WITH A COMMITMENT AFFECTED THEREBY OF
SUCH NOTICE AND OF THE AMOUNT OF SUCH LENDER'S COMMITMENT PERCENTAGE OF THE
BORROWING.
(C)
UNLESS AGENT IS OTHERWISE DIRECTED IN
WRITING BY THE BORROWER, THE PROCEEDS OF EACH REQUESTED BORROWING AFTER THE
RESTATEMENT EFFECTIVE DATE WILL BE MADE AVAILABLE TO THE BORROWER BY THE AGENT
BY WIRE TRANSFER (OR ACH TRANSFER) OF SUCH AMOUNT TO THE BORROWER PURSUANT TO
THE WIRE TRANSFER INSTRUCTIONS SPECIFIED ON THE SIGNATURE PAGE HERETO.
1.6
CONVERSION AND CONTINUATION ELECTIONS.
(A)
THE BORROWER MAY UPON IRREVOCABLE (SUBJECT
TO SUBSECTION 10.2(C) AND SECTION 10.5) WRITTEN NOTICE TO THE AGENT IN
ACCORDANCE WITH SUBSECTION 1.6(B) ELECT TO CONVERT ON ANY BUSINESS DAY, ANY BASE
RATE LOANS INTO LIBOR RATE LOANS OR ELECT TO CONTINUE ON THE LAST DAY OF THE
APPLICABLE INTEREST PERIOD ANY LIBOR RATE LOANS HAVING INTEREST PERIODS MATURING
ON SUCH DAY, IN EACH INSTANCE, IN WHOLE OR IN PART IN AN AMOUNT NOT LESS THAN
$100,000, OR THAT IS IN AN INTEGRAL MULTIPLE OF $50,000 IN EXCESS THEREOF.
(B)
THE BORROWER SHALL DELIVER A NOTICE OF
CONTINUATION/CONVERSION TO BE RECEIVED BY THE AGENT NOT LATER THAN 12:30 P.M.
(CHICAGO TIME) AT LEAST