ABR LOANS, OR
(C) A COMBINATION THEREOF, AS DETERMINED BY THE BORROWER AND NOTIFIED TO THE
ADMINISTRATIVE AGENT IN ACCORDANCE WITH SECTIONS 2.05 AND 2.08.
SECTION 2.05.
PROCEDURE FOR TERM BORROWING.
TO REQUEST THE CONVERSION OF THE
REVOLVING CREDIT LOANS TO TERM LOANS AS CONTEMPLATED IN SECTION 2.04, THE
BORROWER SHALL NOTIFY THE ADMINISTRATIVE AGENT OF SUCH REQUEST BY TELEPHONE
PRIOR TO 10:00 A.M., NEW YORK CITY TIME, (A) THREE (3) BUSINESS DAYS PRIOR TO
THE REVOLVING CREDIT TERMINATION DATE, IF ALL OR ANY PART OF THE TERM LOANS ARE
TO BE INITIALLY EURODOLLAR BORROWING, OR (B) ONE (1) BUSINESS DAY PRIOR TO THE
REVOLVING CREDIT TERMINATION DATE, OTHERWISE.
SUCH TELEPHONIC TERM BORROWING
REQUEST SHALL BE IRREVOCABLE AND SHALL BE CONFIRMED PROMPTLY BY HAND DELIVERY OR
TELECOPY TO THE ADMINISTRATIVE AGENT OF A WRITTEN TERM BORROWING REQUEST IN A
FORM APPROVED BY THE ADMINISTRATIVE AGENT AND SIGNED BY THE BORROWER.
EACH SUCH
TELEPHONIC AND WRITTEN TERM BORROWING REQUEST SHALL SPECIFY THE FOLLOWING
INFORMATION IN COMPLIANCE WITH SECTION 2.02:
18
(I)
THE AGGREGATE AMOUNT OF THE REQUESTED CONVERSION;
(II)
THE DATE OF SUCH CONVERSION, WHICH SHALL BE A BUSINESS DAY;
(III)
WHETHER AFTER GIVING EFFECT TO SUCH CONVERSION, THE OUTSTANDING
TERM LOANS ARE TO CONSIST OF AN ABR BORROWING OR A EURODOLLAR BORROWING, OR A
COMBINATION THEREOF; AND
(IV)
IN THE CASE OF A EURODOLLAR BORROWING, THE INITIAL INTEREST PERIOD
TO BE APPLICABLE THERETO, WHICH SHALL BE A PERIOD CONTEMPLATED BY THE DEFINITION
OF THE TERM "INTEREST PERIOD".
If no election as to the Type of Term Loans is specified, then the requested
Term Loans shall be an ABR Borrowing.
If no Interest Period is specified with
respect to any requested Eurodollar Term Borrowing, then the Borrower shall be
deemed to have selected an Interest Period of one (1) month's duration.
Promptly following receipt of a Term Borrowing Request in accordance with this
Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender's Loan converted as part of the
requested Borrowing.
The aggregate principal amount of the Term Loans shall be
equal to the aggregate principal amount of the Revolving Loans then outstanding
and the Term Loans shall be made by conversion of such Revolving Loans, without
any payments being made by the Lenders.
SECTION 2.06.
COMPETITIVE BID PROCEDURE.
(A)
SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH HEREIN, FROM TIME TO TIME DURING THE AVAILABILITY PERIOD
THE BORROWER MAY REQUEST COMPETITIVE BIDS AND MAY (BUT SHALL NOT HAVE ANY
OBLIGATION TO) ACCEPT COMPETITIVE BIDS AND BORROW COMPETITIVE LOANS; PROVIDED
THAT THE SUM OF THE TOTAL REVOLVING CREDIT EXPOSURES PLUS THE AGGREGATE
PRINCIPAL AMOUNT OF OUTSTANDING COMPETITIVE LOANS AT ANY TIME SHALL NOT EXCEED
THE TOTAL COMMITMENTS.
TO REQUEST COMPETITIVE BIDS, THE BORROWER SHALL NOTIFY
THE ADMINISTRATIVE AGENT OF SUCH REQUEST BY TELEPHONE, IN THE CASE OF A
EURODOLLAR BORROWING, NOT LATER THAN 10:00 A.M., NEW YORK CITY TIME, FOUR (4)
BUSINESS DAYS BEFORE THE DATE OF THE PROPOSED BORROWING AND,