of Interest Rate Election") to the
Administrative Agent at least three Euro-Dollar Business Days before the
conversion or continuation selected in such notice is to be effective. A Notice
of Interest Rate Election shall apply to the entirety of the Tranche A Loans as
a Class.
(B)
EACH NOTICE OF INTEREST RATE ELECTION SHALL SPECIFY
(I)
THE DATE ON WHICH THE CONVERSION OR CONTINUATION SELECTED IN SUCH
NOTICE IS TO BE EFFECTIVE, WHICH SHALL COMPLY WITH THE APPLICABLE CLAUSE OF
SUBSECTION (A) ABOVE;
(II)
IF THE LOANS ARE TO BE CONVERTED, THE NEW TYPE OF LOANS AND, IF SUCH
NEW LOANS ARE EURO-DOLLAR LOANS, THE DURATION OF THE INITIAL INTEREST PERIOD
APPLICABLE THERETO; AND
(III)
IF SUCH LOANS ARE TO BE CONTINUED AS EURO-DOLLAR LOANS FOR AN
ADDITIONAL INTEREST PERIOD, THE DURATION OF SUCH ADDITIONAL INTEREST PERIOD.
Each Interest Period specified in a Notice of Interest Rate Election shall
comply with the provisions of the definition of Interest Period.
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(C)
UPON RECEIPT OF A NOTICE OF INTEREST RATE ELECTION FROM THE
BORROWER PURSUANT TO SUBSECTION (A) ABOVE, THE ADMINISTRATIVE AGENT SHALL
PROMPTLY NOTIFY EACH TRANCHE A LENDER OF THE CONTENTS THEREOF AND SUCH NOTICE
SHALL NOT THEREAFTER BE REVOCABLE BY THE BORROWER. IF THE BORROWER FAILS TO
DELIVER A TIMELY NOTICE OF INTEREST RATE ELECTION TO THE ADMINISTRATIVE AGENT
FOR ANY EURO-DOLLAR LOANS, SUCH LOANS SHALL BE CONVERTED INTO BASE RATE LOANS ON
THE LAST DAY OF THE THEN CURRENT INTEREST PERIOD APPLICABLE THERETO.
SECTION 2.11.
PREPAYMENTS.
(A)
SUBJECT IN THE CASE OF ANY
EURO-DOLLAR LOANS TO SECTION 2.13 AND TO SECTION 2.11(B), THE BORROWER MAY AT
ANY TIME AFTER THE SECOND ANNIVERSARY OF THE CLOSING DATE AND (I) UPON AT LEAST
ONE DOMESTIC BUSINESS DAY'S NOTICE TO THE ADMINISTRATIVE AGENT, PREPAY ANY BASE
RATE LOANS OR (II) UPON THREE EURO-DOLLAR BUSINESS DAYS' NOTICE TO THE
ADMINISTRATIVE AGENT, PREPAY ANY EURO-DOLLAR LOANS, IN EACH CASE IN WHOLE AT ANY
TIME, OR FROM TIME TO TIME IN PART IN AMOUNTS AGGREGATING $25,000,000 OR ANY
LARGER MULTIPLE OF $5,000,000 BY PAYING THE PRINCIPAL AMOUNT TO BE PREPAID
TOGETHER WITH ACCRUED INTEREST THEREON TO THE DATE OF PREPAYMENT.
SUBJECT TO
SECTION 2.11(C), THE BORROWER MAY, AT ANY TIME UPON AT LEAST THREE DOMESTIC
BUSINESS DAYS' NOTICE TO THE ADMINISTRATIVE AGENT, PREPAY TRANCHE B LOANS.
ALL
PREPAYMENTS WITHIN A CLASS OF LOANS SHALL BE MADE ON A PRO RATA BASIS.
(B)
IF THE BORROWER ELECTS PREPAYMENT OF TRANCHE A LOANS PURSUANT TO
THIS SECTION 2.11, THEN THE BORROWER SHALL PAY TO THE TRANCHE A LENDERS THAT
HOLD TRANCHE A LOANS, A PREPAYMENT PREMIUM EQUAL TO (I) IF SUCH PREPAYMENT
OCCURS ON OR PRIOR TO DECEMBER 31, 2005, 3% OF THE PRINCIPAL AMOUNT OF SUCH
TRANCHE A LOANS BEING SO PREPAID OR REPAID OR (II) IF SUCH PREPAYMENT OCCURS ON
OR AFTER JANUARY 1, 2006 AND ON OR PRIOR TO JUNE 30, 2006, 2% OF THE PRINCIPAL
AMOUNT OF SUCH TRANCHE A LOANS BEING SO PREPAID OR REPAID OR (III) IF SUCH
PREPAYMENT