ANY
PREVIOUS COMPETITIVE BID REQUEST, UNLESS ANY AND ALL SUCH PREVIOUS COMPETITIVE
BID REQUESTS SHALL HAVE BEEN WITHDRAWN OR ALL COMPETITIVE BIDS RECEIVED IN
RESPONSE THERETO REJECTED.
EACH SUCH TELEPHONIC COMPETITIVE BID REQUEST SHALL
BE CONFIRMED PROMPTLY BY HAND DELIVERY OR TELECOPY TO THE PAYING AGENT OF A
WRITTEN COMPETITIVE BID REQUEST IN A FORM APPROVED BY THE PAYING 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:
(A) THE AGGREGATE AMOUNT OF THE REQUESTED BORROWING;
(B) THE DATE OF SUCH BORROWING, WHICH SHALL BE A BUSINESS DAY;
(C) WHETHER SUCH BORROWING IS TO BE A EURODOLLAR BORROWING OR A FIXED RATE
BORROWING;
(D) THE INTEREST PERIOD TO BE APPLICABLE TO SUCH BORROWING, WHICH SHALL BE A
PERIOD CONTEMPLATED BY THE DEFINITION OF THE TERM "INTEREST PERIOD"; AND
(E) 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 Paying 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
IRREVOCABLE 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
PAYING AGENT AND MUST BE RECEIVED BY THE PAYING AGENT BY TELECOPY, IN THE CASE
OF A EURODOLLAR COMPETITIVE BORROWING, NOT 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, NOT LATER THAN 9:30 A.M.,
NEW YORK CITY TIME, ON THE PROPOSED DATE OF SUCH COMPETITIVE BORROWING.
COMPETITIVE BIDS THAT DO NOT CONFORM SUBSTANTIALLY TO THE FORM APPROVED BY THE
PAYING AGENT MAY BE REJECTED BY THE PAYING AGENT, AND THE PAYING 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 $5,000,000
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 PAYING AGENT SHALL 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, IN THE CASE OF
A EURODOLLAR COMPETITIVE BORROWING, NOT LATER THAN 10:00 A.M., NEW