Conversion to Fixed Rate Clause Samples

Conversion to Fixed Rate. The Indenture provides that the Company shall have the option to direct that the interest rate on the Bonds be converted from the Floating Rate to the Fixed Rate on any Business Day selected for such purpose (the “Conversion Date”), upon satisfaction of certain terms and conditions set forth in the Indenture. Notice of the exercise of such option shall be given, at the direction of the Company, by the Trustee to the Owners of the Bonds at least twenty (20) days but not more than thirty (30) days prior to the Conversion Date in accordance with the requirements of the Indenture. If the Remarketing Agent has not presented to the Company firm commitments for the purchase of, and/or a firm agreement to underwrite the sale of, all of the Bonds on the Conversion Date by the close of business on the fifth (5th) Business Day prior to the proposed Conversion Date, the Company, at its option, may rescind its election to exercise the Conversion Option by delivering a written notice of rescission to the Trustee, the Tender Agent (as herein defined) and the Bank by the close of business of the Trustee on the fourth (4th) Business Day prior to the proposed Conversion Date. Thereupon, the Company shall direct the Trustee to immediately notify the Owners of such rescission, and the Bonds shall continue to bear interest at the Floating Rate (at the rate in effect for the then current Weekly Period and, thereafter, at the Floating Rate established for each subsequent Weekly Period in accordance with the Indenture), until the Company shall elect to exercise the Conversion Option and establish a Conversion Date in accordance with the Indenture.

Conversion to Fixed Rate. Commencing with the 49th month, the Index Bonds will convert to a fixed rate based on the 10-Year CMT rate, on the date such Bond is originally funded, plus a spread as set forth in Appendix F.

Conversion to Fixed Rate. Borrower may convert the interest rate on the Term Loan from the LIBOR Rate to the Fixed Rate; provided, however that any such conversion shall be made on, and only on, the last day of an Interest Period. Borrower shall request such a conversion by an irrevocable written notice to Lender in the form of Exhibit E, appropriately completed (a "Notice of Interest Rate Conversion"), which specifies, among other things, the date of the requested conversion, which shall be a Business Day. Borrower shall give a Notice of Interest Rate Conversion to Lender at least three (3) Business Days before the date of the requested conversion. The Notice of Interest Rate Conversion shall be delivered by first-class mail or telecopy to Lender at the office or to the telecopy number and during the hours specified in Paragraph 10.1; provided, however, that Borrower shall promptly deliver to Lender the original of any Notice of Interest Rate Conversion initially delivered by telecopy. If Borrower is in compliance with the provisions of this Agreement, no later than 2:00 p.m. on the date specified in the Notice of Interest Rate Conversion Lender shall notify Borrower of the effectiveness of the conversion, the amount of the Fixed Rate and the Liquidation Costs incurred by Lender in effecting such conversion.

Conversion to Fixed Rate. The Borrower may convert to a Fixed Rate (defined herein) for any portion or all of the principal amount of the Commitment then outstanding at any time provided RTFC offers a Fixed Rate at such time for such amounts and for similarly classified loans. The "Fixed Rate" shall be the fixed rate as is available and in effect for similarly classified loans at the time Borrower's election to convert to such fixed rate plus twenty-five basis points. The Fixed Rate shall apply to such amounts converted until a date determined by RTFC and agreed to by Borrower (the "Adjustment Date"). Upon notice given by the Borrower five business days prior to such Adjustment Date, Borrower may elect to reset the interest rate to such Fixed Rate as is available and in effect at the time of such Adjustment Date. Such reset Fixed Rate shall apply to that portion of the outstanding principal balance of the loan elected to have a Fixed Rate from the Adjustment Date until a new Adjustment Date or the Maturity Date. If Borrower does not elect to reset the Fixed Rate, the Variable Rate shall apply to the outstanding principal balance of the loan that had been bearing interest at the Fixed Rate prior to such Adjustment Date, from such Adjustment Date to the Maturity Date. Interest at the Fixed Rate shall be computed on the basis of a 360-day year.

Conversion to Fixed Rate. During the term of this Note, Borrower shall have a one (1) time option to convert the Applicable Rate to the Fixed Rate, for the whole of the then remaining term of this Note and with respect to the then total outstanding Principal Amount, subject to all of the following conditions: i) an Authorized Person must deliver to the Bank by 2:00 p.m. (Eastern Time) on a Business Day a Notice of Conversion (“Notice of Conversion”) for an election under this Section 3(c) . ii) The Continuation Date shall be the later of (A) two (2) Business Days from the Business Day the Bank receives the Notice of Conversion in accordance with the foregoing Section or (B) the last day of the relevant Interest Period if a Notice of Conversion is received by the Bank more than two (2) Business Days before the last day of an Interest Period. If a Notice of Conversion is received after 2:00 p.m. (Eastern Time), the Notice of Conversion will be deemed to have been received on the next Business Day. Notice of Conversion received more than two (2) Business Days before the end of an Interest Period shall be deemed to have been received two (2) Business Days before the end of such Interest Period for purposes of determining the Fixed Rate for the remaining term of this Note pursuant to Section 1(h). Accordingly, if, for example, Borrower has a LIBOR Rate Loan with a one month Interest Period ending on June 15 and wants to convert the LIBOR Rate to the Fixed Rate, Borrower must deliver its Notice of Conversion to the Bank by 2:00 p.m. (Eastern Time) on June 13 (provided that June 13 and June 14 are Business Days). iii) The Bank may take action in reliance upon any oral, telephonic, written or teletransmitted Notice of Conversion that the Bank in good faith believes to be valid and to have been made by Borrower or on behalf of Borrower by an Authorized Person. No Notice of Conversion may be delivered by e-mail. The Bank may act on the Notice of Conversion from any Authorized Person until the Bank shall have received from Borrower, and had a reasonable time to act on, written notice revoking the authority of such Authorized Person. The Bank shall incur no liability to Borrower or to any other person as a direct or indirect result of acting on any Notice of Conversion under this Note. The Bank, in its sole discretion, may reject any Notice of Conversion that is incomplete. iv) If the Bank shall determine that for any reason adequate and reasonable means do not exist for ascertaining the Fixed...

Conversion to Fixed Rate. The Company may convert, at any time and from time to time, all or any portion of the outstanding Loans to a fixed rate, for a term not extending beyond the Termination Date for all or any portion of the period ending on or before the Termination Date pursuant to a Swap Transaction and on terms and conditions acceptable to the Lender (including a prepayment penalty if any). Lender acknowledges that $12,500,000 of the Loans are presently subject to a Swap Transaction with the Lender. The Lender agrees that so long as any Swap Transaction between the Company and the Lender provides for payments of interest to the Company based on LIBOR that is not adjusted by the Reserve Percentage, then to the extent of the LIBOR Portion of Loans not in excess of the dollar amount of such Swap Transaction, no adjustment for the Reserve Percentage to LIBOR under this agreement shall be made for the purpose of determining the interest rate under Section 2.1 (c) and no increased costs shall be payable with respect to such LIBOR Portion of Loans under Section 2.7 resulting from any changes affecting the Reserve Percentage.

Conversion to Fixed Rate. The Adjustable Rate may be converted to a fixed rate in accordance with Article 16 (Conversion) of the Loan Agreement. KJK Borrower Initials

Conversion to Fixed Rate. 4.01 Provided that no Default or Event of Default has occurred and is continuing and subject to the conditions precedent set forth in Section 4(b) of the EXIM Guarantee and in Part III of Appendix 2 hereto having been fulfilled or waived on or prior to the Conversion Date, (i) upon receiving instructions from the Underwriter, the Borrower may, and if the Borrower shall have approved the Fixed Rate in accordance with the pricing procedure set forth in Appendix 6 or (ii) if the Conversion shall not have then occurred, on March 5, 1997 (or such later date as the Borrower and the Facility Agent may agree), the Borrower shall by notice delivered to EXIM and the Facility Agent at least five (5) New York Banking Days (or such shorter period as may be agreed by EXIM, the Lender and the Borrower) prior to the Conversion Date, specify that on the Conversion Date interest on the Loan shall be converted, in whole and not in part, from the Floating Rate to the Fixed Rate, provided, however, if the Conversion Date is not the last day of an Interest Period or if the Conversion does not occur on such date as a result of the relevant conditions herein not being satisfied or waived (except for those conditions set forth in Section 4(b) of the EXIM Guarantee which have not been fulfilled by the Lenders), the Borrower shall pay to the Lenders all amounts required to be paid in respect of the Loan pursuant to Clause 6.07(b) hereof. Notwithstanding the foregoing and anything herein or in any other Operative Document to the contrary, the Fixed Rate shall under no circumstances become applicable to the Loan (nor shall the Conversion occur) unless the conditions to the Conversion set forth herein have been satisfied (or waived in writing by EXIM, in the case of any condition set forth in Section 4(b) of the EXIM Guarantee, and by EXIM and the Facility Agent, in the case of Part III of Appendix 2). Absent the satisfaction (or waiver in accordance with the terms hereof) of such conditions, the Loan shall continue to bear interest at the Applicable Rate referred to in clause (i) of the definition thereof. Subject as herein provided, any such notice shall be substantially in the form of Appendix 5 hereto (hereinafter a "Notice of Conversion"), shall be irrevocable and binding -------------------- on each of the parties hereto, and shall specify the Fixed Rate. A Notice of Conversion shall be deemed effective upon its signature by the Borrower and the Underwriter and its receipt by EXI...

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