EQUAL TO $5,000,000 OR ANY WHOLE MULTIPLE
OF $1,000,000 IN EXCESS THEREOF INTO ONE OR MORE LIBOR RATE LOANS AND (B) UPON
THE EXPIRATION OF ANY INTEREST PERIOD, (I) CONVERT ALL OR ANY PART OF ITS
OUTSTANDING LIBOR RATE LOANS IN A PRINCIPAL AMOUNT EQUAL TO $3,000,000 OR A
WHOLE MULTIPLE OF $1,000,000 IN EXCESS THEREOF INTO CD RATE LOANS (OTHER THAN
SWINGLINE LOANS) OR (II) CONTINUE SUCH LIBOR RATE LOANS AS LIBOR RATE LOANS.
WHENEVER A BORROWER DESIRES TO CONVERT OR CONTINUE LOANS AS PROVIDED ABOVE, THE
COMPANY, ON BEHALF OF THE BORROWERS, SHALL GIVE THE ADMINISTRATIVE AGENT
IRREVOCABLE PRIOR WRITTEN NOTICE IN THE FORM ATTACHED AS EXHIBIT E (A "NOTICE OF
CONVERSION/CONTINUATION") NOT LATER THAN 11:00 A.M. THREE (3) BUSINESS DAYS
BEFORE THE DAY ON WHICH A PROPOSED CONVERSION OR CONTINUATION OF SUCH LOAN IS TO
BE EFFECTIVE SPECIFYING (A) THE LOANS TO BE CONVERTED OR CONTINUED, AND, IN THE
CASE OF ANY LIBOR RATE LOAN TO BE CONVERTED OR CONTINUED, THE LAST DAY OF THE
INTEREST PERIOD THEREFOR, (B) THE EFFECTIVE DATE OF SUCH CONVERSION OR
CONTINUATION (WHICH SHALL BE A BUSINESS DAY), (C) THE PRINCIPAL AMOUNT OF SUCH
LOANS TO BE CONVERTED OR CONTINUED, AND (D) THE INTEREST PERIOD TO BE APPLICABLE
TO SUCH CONVERTED OR CONTINUED LIBOR RATE LOAN.
THE ADMINISTRATIVE AGENT SHALL
PROMPTLY NOTIFY THE LENDERS OF SUCH NOTICE OF CONVERSION/CONTINUATION.
SECTION 4.3
FEES.
(A)
FACILITY FEE.
COMMENCING ON THE CLOSING
DATE, THE BORROWERS SHALL PAY TO THE ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF
THE LENDERS, A NON-REFUNDABLE FACILITY FEE AT A RATE PER ANNUM EQUAL TO THE
FACILITY FEE SET FORTH IN THE DEFINITION OF "APPLICABLE MARGIN" ON THE AGGREGATE
COMMITMENT, REGARDLESS OF USAGE, OR, AT ALL TIMES FOLLOWING THE EXERCISE OF THE
TERM-OUT PURSUANT TO SECTION 2.9, THE THEN OUTSTANDING PRINCIPAL BALANCE OF THE
TERM LOAN.
THE FACILITY FEE SHALL BE PAYABLE IN ARREARS ON THE LAST BUSINESS
DAY OF EACH CALENDAR QUARTER DURING THE TERM OF THIS AGREEMENT COMMENCING
MARCH 31, 2009, AND ENDING ON THE MATURITY DATE.
SUCH FACILITY FEE SHALL BE
DISTRIBUTED BY THE ADMINISTRATIVE AGENT TO THE LENDERS PRO RATA IN ACCORDANCE
WITH THE LENDERS' RESPECTIVE COMMITMENT PERCENTAGES.
(B)
ADMINISTRATIVE AGENT'S AND OTHER FEES.
THE
BORROWERS AGREE TO PAY ANY FEES SET FORTH IN THE ENGAGEMENT LETTER.
SECTION 4.4
MANNER OF PAYMENT.
EACH PAYMENT BY THE
BORROWERS ON ACCOUNT OF THE PRINCIPAL OF OR INTEREST ON THE LOANS OR OF ANY FEE,
COMMISSION OR OTHER AMOUNTS PAYABLE TO THE LENDERS UNDER THIS AGREEMENT SHALL BE
MADE NOT LATER THAN 1:00 P.M. ON THE DATE SPECIFIED FOR PAYMENT UNDER THIS
AGREEMENT TO THE ADMINISTRATIVE AGENT AT THE ADMINISTRATIVE AGENT'S OFFICE FOR
THE ACCOUNT OF THE LENDERS (OTHER THAN AS SET FORTH BELOW) PRO RATA IN
ACCORDANCE WITH THEIR RESPECTIVE COMMITMENT PERCENTAGES, (EXCEPT AS SPECIFIED
BELOW), IN DOLLARS, IN IMMEDIATELY AVAILABLE FUNDS AND SHALL BE MADE WITHOUT ANY
SET-OFF, COUNTERCLAIM OR DEDUCTION WHATSOEVER.
ANY PAYMENT RECEIVED AFTER SUCH
TIME BUT BEFORE 2:00 P.M. ON SUCH DAY SHALL BE DEEMED A