OF $1,000,000 IN EXCESS THEREOF) INTO REFERENCE RATE LOANS; OR
(III) ELECT TO CONTINUE, ON THE EXPIRATION DATE OF ANY INTEREST PERIOD, ANY
EURODOLLAR LOANS MATURING ON SUCH INTEREST PAYMENT DATE;
provided, however, that if on the expiration date of any Interest Period the
aggregate amount of outstanding Eurodollar Loans comprised in the same Committed
Borrowing shall have been reduced as a result of the conversion of part thereof
to an amount less than $5,000,000, the remaining Eurodollar Loans comprised in
such Borrowing shall automatically convert into Reference Rate Loans on such
date and on and after such date the right of the Borrower to continue such Loans
as Eurodollar Loans shall terminate.
(B)
THE BORROWER SHALL DELIVER A NOTICE OF CONVERSION OR CONTINUATION (A
"NOTICE OF CONVERSION/CONTINUATION"), IN SUBSTANTIALLY THE FORM OF EXHIBIT 2.11,
TO THE ADMINISTRATIVE AGENT NOT LATER THAN 12:00 NOON (NEW YORK CITY TIME) (I)
THREE BUSINESS DAYS PRIOR TO THE PROPOSED DATE OF CONVERSION OR CONTINUATION, IF
THE COMMITTED LOANS OR ANY PORTION THEREOF ARE TO BE CONVERTED INTO OR CONTINUED
AS EURODOLLAR LOANS; AND (II) ONE BUSINESS DAY PRIOR TO THE PROPOSED DATE OF
CONVERSION, IF THE COMMITTED LOANS OR ANY PORTION THEREOF ARE TO BE CONVERTED
INTO REFERENCE RATE LOANS.
Each such Notice of Conversion/Continuation shall be by facsimile confirmed
immediately by telephone specifying therein:
(I) THE PROPOSED DATE OF CONVERSION OR CONTINUATION;
(II) THE AGGREGATE AMOUNT OF COMMITTED LOANS TO BE CONVERTED OR CONTINUED;
(III) THE NATURE OF THE PROPOSED CONVERSION OR CONTINUATION; AND
(IV) THE DURATION OF THE REQUESTED INTEREST PERIOD.
65
(C)
IF, UPON THE EXPIRATION OF ANY INTEREST PERIOD APPLICABLE TO EURODOLLAR
LOANS, THE BORROWER SHALL HAVE FAILED TO SELECT A NEW INTEREST PERIOD TO BE
APPLICABLE TO SUCH EURODOLLAR LOANS, OR IF AN EVENT OF DEFAULT SHALL THEN HAVE
OCCURRED AND BE CONTINUING, THE BORROWER SHALL BE DEEMED TO HAVE ELECTED TO
CONVERT SUCH EURODOLLAR LOANS INTO REFERENCE RATE LOANS EFFECTIVE AS OF THE
EXPIRATION DATE OF SUCH CURRENT INTEREST PERIOD.
(D)
UPON RECEIPT OF A NOTICE OF CONVERSION/CONTINUATION, THE ADMINISTRATIVE
AGENT SHALL PROMPTLY NOTIFY EACH LENDER THEREOF OR, IF NO TIMELY NOTICE IS
PROVIDED, THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH LENDER OF THE
DETAILS OF ANY AUTOMATIC CONVERSION.
ALL CONVERSIONS AND CONTINUATIONS SHALL BE
MADE PRO RATA AMONG THE LENDERS BASED ON THE RESPECTIVE OUTSTANDING PRINCIPAL
AMOUNTS OF THE LOANS WITH RESPECT TO WHICH SUCH NOTICE WAS GIVEN HELD BY EACH
LENDER.
(E)
AFTER GIVING EFFECT TO ANY CONVERSION OR CONTINUATION OF ANY COMMITTED
LOANS, THERE SHALL NOT BE MORE THAN TWELVE DIFFERENT INTEREST PERIODS IN EFFECT
IN RESPECT OF ALL COMMITTED LOANS TOGETHER.
ARTICLE III
FEES; PAYMENTS; TAXES; CHANGES IN CIRCUMSTANCES
SECTION 3.01.
FEES.
(A)
(I) THE BORROWER AGREES TO PAY TO THE ADMINISTRATIVE
AGENT FOR THE ACCOUNT OF EACH LENDER A FACILITY FEE EQUAL TO THE PERCENTAGE PER
ANNUM SET FORTH BELOW TIMES SUCH LENDER'S COMMITMENT (REGARDLESS OF UTILIZATION)
OR, AFTER THE TERMINATION DATE, TIMES THE AGGREGATE DAILY OUTSTANDING AMOUNT OF
SUCH LENDER'S