Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy
to the Administrative Agent of a written Competitive Bid Request in a form
approved by the Administrative Agent and signed by the Borrower.
Each such
telephonic and written Competitive Bid Request shall specify the following
information in compliance with Section 2.02:
(I)
THE AGGREGATE AMOUNT OF THE REQUESTED
BORROWING;
(II)
THE DATE OF SUCH BORROWING, WHICH SHALL BE
A BUSINESS DAY;
(III)
WHETHER SUCH BORROWING IS TO BE A EURODOLLAR
BORROWING OR A FIXED RATE BORROWING;
(IV)
THE INTEREST PERIOD TO BE APPLICABLE TO SUCH
BORROWING, WHICH SHALL BE A PERIOD CONTEMPLATED BY THE DEFINITION OF THE TERM
"INTEREST PERIOD"; AND
(V)
THE LOCATION AND NUMBER OF THE BORROWER'S
ACCOUNT TO WHICH FUNDS ARE TO BE DISBURSED, WHICH SHALL COMPLY WITH THE
REQUIREMENTS OF SECTION 2.07.
Promptly following receipt of a Competitive Bid Request in accordance with this
Section, the Administrative Agent shall notify the Lenders of the details
thereof by telecopy, inviting the Lenders to submit Competitive Bids.
(B)
EACH LENDER MAY (BUT SHALL NOT HAVE ANY
OBLIGATION TO) MAKE ONE OR MORE COMPETITIVE BIDS TO THE BORROWER IN RESPONSE TO
A COMPETITIVE BID REQUEST.
EACH COMPETITIVE BID BY A LENDER MUST BE IN A FORM
APPROVED BY THE ADMINISTRATIVE AGENT AND MUST BE RECEIVED BY THE ADMINISTRATIVE
AGENT BY TELECOPY, IN THE CASE OF A EURODOLLAR COMPETITIVE BORROWING, NOT
21
LATER THAN 9:30 A.M., NEW YORK CITY TIME, THREE BUSINESS DAYS BEFORE THE
PROPOSED DATE OF SUCH COMPETITIVE BORROWING, AND IN THE CASE OF A FIXED RATE
BORROWING, ONE BUSINESS DAY BEFORE THE PROPOSED DATE OF SUCH COMPETITIVE
BORROWING.
COMPETITIVE BIDS THAT DO NOT CONFORM SUBSTANTIALLY TO THE FORM
APPROVED BY THE ADMINISTRATIVE AGENT MAY BE REJECTED BY THE ADMINISTRATIVE
AGENT, AND THE ADMINISTRATIVE AGENT SHALL NOTIFY THE APPLICABLE LENDER AS
PROMPTLY AS PRACTICABLE.
EACH COMPETITIVE BID SHALL SPECIFY (I) THE PRINCIPAL
AMOUNT (WHICH SHALL BE A MINIMUM OF $1,000,000 AND AN INTEGRAL MULTIPLE OF
$1,000,000 AND WHICH MAY EQUAL THE ENTIRE PRINCIPAL AMOUNT OF THE COMPETITIVE
BORROWING REQUESTED BY THE BORROWER) OF THE COMPETITIVE LOAN OR LOANS THAT THE
LENDER IS WILLING TO MAKE, (II) THE COMPETITIVE BID RATE OR RATES AT WHICH THE
LENDER IS PREPARED TO MAKE SUCH LOAN OR LOANS (EXPRESSED AS A PERCENTAGE RATE
PER ANNUM IN THE FORM OF A DECIMAL TO NO MORE THAN FOUR DECIMAL PLACES) AND
(III) THE INTEREST PERIOD APPLICABLE TO EACH SUCH LOAN AND THE LAST DAY THEREOF.
(C)
THE ADMINISTRATIVE AGENT SHALL PROMPTLY
NOTIFY THE BORROWER BY TELECOPY OF THE COMPETITIVE BID RATE AND THE PRINCIPAL
AMOUNT SPECIFIED IN EACH COMPETITIVE BID AND THE IDENTITY OF THE LENDER THAT
SHALL HAVE MADE SUCH COMPETITIVE BID.
(D)
SUBJECT ONLY TO THE PROVISIONS OF THIS
PARAGRAPH, THE BORROWER MAY ACCEPT OR REJECT ANY COMPETITIVE BID.
THE BORROWER
SHALL NOTIFY THE ADMINISTRATIVE AGENT BY TELEPHONE, CONFIRMED BY TELECOPY IN A
FORM APPROVED BY THE ADMINISTRATIVE AGENT, WHETHER AND TO WHAT EXTENT IT HAS
DECIDED TO ACCEPT