Common use of LIBOR Rate Election Clause in Contracts

LIBOR Rate Election. Provided there is no Default or Event ------------------- of Default hereunder or under any other Loan Document, Borrower may elect a LIBOR Pricing Option by (i) giving written notice to Lender no later than 10:00 A.M. (New York, New York time) three (3) Eurodollar Business Days prior to the commencement of a LIBOR Interest Period of Borrower's desire to select a LIBOR Pricing Option and (ii) by not later than 1:00 P.M. (New York, New York time) three (3) Eurodollar Business Days prior to the commencement of a LIBOR Interest Period, Borrower shall by telephonic advice (to be confirmed the next day in writing) irrevocably select a LIBOR Pricing Option based upon approximate and nonbinding rates quoted by Lender to Borrower at the time of such telephonic notice, by specifying the portion (but in no event less than $100,000.00) of the principal amount of the Notes not then subject to a LIBOR Pricing Option to bear interest at the Applicable LIBOR Rate. If the written confirmation received by Lender differs from the action taken by Lender, the records of Lender shall control absent manifest error. Prior to the effective date of any LIBOR Pricing Option, Lender shall notify Borrower (by telephone, telecopy or otherwise) if any LIBOR Pricing Option is not available to Lender because (i) Eurodollar deposits which have a maturity corresponding to the proposed LIBOR Interest Period in an amount equal to the portion of the Principal Amount to be subject to such LIBOR Pricing Option are not reasonably available to Lender in the London Interbank Eurocurrency Market, or (ii) by reason of circumstances affecting such Market, adequate and reasonable methods do not exist for Lender to ascertain the interest rate applicable to such deposits for the proposed LIBOR Interest Period, or (iii) Lender has determined in its reasonable discretion that the Applicable LIBOR Rate does not adequately and fairly reflect the cost to Lender of making or maintaining the portion of the Principal Amount to be subject to a LIBOR Pricing Option. Upon the termination of a LIBOR Pricing Option, the portion of the principal amount of the Notes subject to such LIBOR Pricing Option will thenceforth bear interest at (i) the Revolving Loan Commitment Period Applicable Base Rate, if such termination occurs during the Revolving Loan Commitment Period, or (ii) the Term Loan Period Applicable Base Rate, if such termination occurs during the Term Loan Period, if any, unless, in either case, an alternative LIBOR Pricing Option shall thereafter be exercised in accordance with the provisions of this Section.

LIBOR Rate Election. Provided there is no Default or Event ------------------- of Default hereunder or under At any other Loan Documenttime and from time to time, the Borrower may elect irrevocably make a LIBOR Pricing Option by Libor Rate Election relating to Revolving Loans made on that day that specifies (i) giving written notice to Lender no later than 10:00 A.M. (New York, New York time) three (3) Eurodollar the Libor Rate Business Days prior to the commencement of a LIBOR Interest Period of Borrower's desire to select a LIBOR Pricing Option and (ii) by not later than 1:00 P.M. (New York, New York time) three (3) Eurodollar Business Days prior to the commencement of a LIBOR Interest Period, Borrower shall by telephonic advice (Day that is to be confirmed the next day in writing) irrevocably select a LIBOR Pricing Option based upon approximate and nonbinding rates quoted by Lender to Borrower at Libor Rate Period Commencement Date for the time of such telephonic notice, by specifying the portion (but in no event less than $100,000.00) of the principal amount of the Notes not then subject to a LIBOR Pricing Option to bear interest at the Applicable LIBOR Rate. If the written confirmation received by Lender differs from the action taken by Lender, the records of Lender shall control absent manifest error. Prior to the effective date of any LIBOR Pricing Option, Lender shall notify Borrower (by telephone, telecopy or otherwise) if any LIBOR Pricing Option is not available to Lender because (i) Eurodollar deposits which have a maturity corresponding to the proposed LIBOR Interest Libor Rate Period in an amount equal to the portion of the Principal Amount to be subject elected pursuant to such LIBOR Pricing Option are not reasonably available to Lender in the London Interbank Eurocurrency MarketLibor Rate Election, or (ii) by reason of circumstances affecting such Market, adequate and reasonable methods do not exist for Lender to ascertain the interest rate applicable to such deposits for the proposed LIBOR Interest Period, or (iii) Lender has determined in its reasonable discretion that whether a one-month, three-month or six-month option is elected as the Applicable LIBOR length of such Libor Rate does not adequately Period and fairly reflect the cost to Lender of making or maintaining the portion of the Principal Amount to be subject to (iii) expressed as a LIBOR Pricing Option. Upon the termination of a LIBOR Pricing Optiondollar amount, the (A) any portion of the principal amount of any Revolving Loan requested to be made on such Libor Rate Period Commencement Date to which such Libor Rate Election relates and (B) any portion of the Notes subject aggregate outstanding principal amounts of all Revolving Loans made or requested to be made prior to such LIBOR Pricing Option will thenceforth bear interest Libor Rate Period Commencement Date to which such Libor Rate Election relates; provided, however, that (I) such Libor Rate Period may not extend beyond the Maturity Date, (II) such Libor Rate Election may not change any election made pursuant to any prior Libor Rate Election and (III) such Libor Rate Election need not be honored by any Lending Entity if (1) such Libor Rate Election is received by the Agent more than five or less than three Libor Rate Business Days before such Libor Rate Period Commencement Date, (2) any Event of Default or Default occurs or exists before or on such Libor Rate Period Commencement Date, (3) the total of the dollar amounts specified in clause (iii) of this sentence is not at least $2,000,000 and an integral multiple of $1,000,000 or (4) such Libor Rate Period would overlap more than eight other Libor Rate Periods. Each Libor Rate Period shall end on the day before the numerically corresponding day (or, if there is no numerically corresponding day, the last day) of the calendar month that is the number of months (e.g., one month, three months or six months) corresponding to the option elected pursuant to such Libor Rate Election, except that, if such numerically corresponding day (or such last day) is not a Libor Rate Business Day, such Libor Rate Period shall end on the day before the first Libor Rate Business Day following such numerically corresponding day (or such last day) unless such first Libor Rate Business Day does not fall in the same calendar month as such numerically corresponding day (or such last day), in which case such Libor Rate Period shall end on the date before the Libor Rate Business Day immediately preceding such numerically corresponding day (or such last day). The total of the dollar amounts specified in clause (iii) of the first sentence of this Section 2k specified in any Libor Rate Election shall be allocated by the Agent among the Lenders so that the ratio, expressed as a percentage, of (i) the aggregate outstanding principal amounts of Revolving Loan Commitment Period Applicable Base Rate, if such termination occurs during the Revolving Loan Commitment Period, or Loans made by any Lender included in all Libor Rate Portions to (ii) the Term Loan Period Applicable Base Ratetotal of all Libor Rate Portions is the same as the Commitment Percentage of such Lender. Each Lending Entity may treat as made by the Borrower and rely upon, if and the Borrower shall be bound by, any oral (including, but not limited to, telephonic), written (including, but not limited to, facsimile) or other Libor Rate Election that the Agent believes in good faith to be valid and to have been made on behalf of the Borrower by any Designated Officer, and no Lending Entity shall incur any liability to the Borrower or any other Person as a direct or indirect result of such termination occurs during the Term Loan Period, if any, unless, in either case, an alternative LIBOR Pricing Option shall thereafter be exercised in accordance with the provisions of this SectionLibor Rate Election.

LIBOR Rate Election. Provided there is no Default or Event ------------------- of Default hereunder or under At any other Loan Documenttime and from time to time, the Borrower may elect irrevocably make a LIBOR Pricing Option by Libor Rate Election relating to Term Loans that specifies (i) giving written notice to Lender no later than 10:00 A.M. (New York, New York time) three (3) Eurodollar Business Days prior to the commencement of expressed as a LIBOR Interest Period of Borrower's desire to select a LIBOR Pricing Option and (ii) by not later than 1:00 P.M. (New York, New York time) three (3) Eurodollar Business Days prior to the commencement of a LIBOR Interest Period, Borrower shall by telephonic advice (to be confirmed the next day in writing) irrevocably select a LIBOR Pricing Option based upon approximate and nonbinding rates quoted by Lender to Borrower at the time of such telephonic notice, by specifying the portion (but in no event less than $100,000.00) of the principal amount of the Notes not then subject to a LIBOR Pricing Option to bear interest at the Applicable LIBOR Rate. If the written confirmation received by Lender differs from the action taken by Lender, the records of Lender shall control absent manifest error. Prior to the effective date of any LIBOR Pricing Option, Lender shall notify Borrower (by telephone, telecopy or otherwise) if any LIBOR Pricing Option is not available to Lender because (i) Eurodollar deposits which have a maturity corresponding to the proposed LIBOR Interest Period in an amount equal to the portion of the Principal Amount to be subject to such LIBOR Pricing Option are not reasonably available to Lender in the London Interbank Eurocurrency Market, or (ii) by reason of circumstances affecting such Market, adequate and reasonable methods do not exist for Lender to ascertain the interest rate applicable to such deposits for the proposed LIBOR Interest Period, or (iii) Lender has determined in its reasonable discretion that the Applicable LIBOR Rate does not adequately and fairly reflect the cost to Lender of making or maintaining the portion of the Principal Amount to be subject to a LIBOR Pricing Option. Upon the termination of a LIBOR Pricing Optiondollar amount, the portion of the aggregate outstanding principal amounts of Term Loans to which such Libor Rate Election relates, (ii) the Libor Rate Business Day that is to be the Libor Rate Period Commencement Date for the Libor Rate Period elected pursuant to such Libor Rate Election and (iii) whether a one-month, three-month or six-month option is elected as to the length of such Libor Rate Period; provided, however, that (I) such Libor Rate Period may not extend beyond the earlier of (A) December 31, 2003 or (B) the Maturity Date, (II) such Libor Rate Election may not change any election made pursuant to any prior Libor Rate Election and (III) such Libor Rate Election need not be honored by any Lending Entity if (1) such Libor Rate Election is received by the Agent more than five or less than three Libor Rate Business Days before such Libor Rate Period Commencement Date, (2) any Event of Default or Default occurs or exists before or on such Libor Rate Period Commencement Date, (3) the dollar amount specified in clause (i) of this sentence is not at least $2,000,000 and an integral multiple of $1,000,000 or (4) such Libor Rate Period would overlap more than eight other Libor Rate Periods. Each Libor Rate Period shall end on the day before the numerically corresponding day (or, if there is no numerically corresponding day, the last day) of the calendar month that is the number of months (e.g., one month, three months or six months) corresponding to the option elected pursuant to such Libor Rate Election, except that, if such numerically corresponding day (or such last day) is not a Libor Rate Business Day, such Libor Rate Period shall end on the day before the first Libor Rate Business Day following such numerically corresponding day (or such last day) unless such first Libor Rate Business Day does not fall in the same calendar month as such numerically corresponding day (or such last day), in which case such Libor Rate Period shall end on the date before the Libor Rate Business Day immediately preceding such numerically corresponding day (or such last day). The dollar amount specified in clause (i) of the first sentence of this Section 4i specified in any Libor Rate Election shall be allocated by the Agent among the Lenders so that the ratio, expressed as a percentage, of (i) the outstanding principal amount of the Notes subject Term Loan made by any Lender included in all Libor Rate Portions to such LIBOR Pricing Option will thenceforth bear interest at (i) the Revolving Loan Commitment Period Applicable Base Rate, if such termination occurs during the Revolving Loan Commitment Period, or (ii) the Term Loan Period Applicable Base Ratetotal of all Libor Rate Portions is the same as the Commitment Percentage of such Lender. Each Lending Entity may treat as made by the Borrower and rely upon, if and the Borrower shall be bound by, any oral (including, but not limited to, telephonic), written (including, but not limited to, facsimile) or other Libor Rate Election that the Agent believes in good faith to be valid and to have been made on behalf of the Borrower by any Designated Officer, and no Lending Entity shall incur any liability to the Borrower or any other Person as a direct or indirect result of such termination occurs during the Term Loan Period, if any, unless, in either case, an alternative LIBOR Pricing Option shall thereafter be exercised in accordance with the provisions of this SectionLibor Rate Election.

LIBOR Rate Election. Provided there At any time and from time to time, provided no Libor Event as defined in Section 2.6d hereof has occurred and is no Default or Event ------------------- of Default hereunder or under any other Loan Documentcontinuing, the Borrower may elect irrevocably make a LIBOR Pricing Option by Libor Rate Election relating to Revolving Loans made on that day that specifies (i) giving written notice the Business Day that is to Lender no later than 10:00 A.M. (New Yorkbe the Libor Rate Period Commencement Date for the Libor Rate Period elected pursuant to such Libor Rate Election, New York time) three (3) Eurodollar Business Days prior to the commencement of a LIBOR Interest Period of Borrower's desire to select a LIBOR Pricing Option and (ii) by not later than 1:00 P.M. (New Yorkwhether a one-month, New York time) three (3) Eurodollar Business Days prior to three-month or six-month option is elected as the commencement of a LIBOR Interest Period, Borrower shall by telephonic advice (to be confirmed the next day in writing) irrevocably select a LIBOR Pricing Option based upon approximate and nonbinding rates quoted by Lender to Borrower at the time length of such telephonic notice, by specifying the portion (but in no event less than $100,000.00) of the principal amount of the Notes not then subject to a LIBOR Pricing Option to bear interest at the Applicable LIBOR Rate. If the written confirmation received by Lender differs from the action taken by Lender, the records of Lender shall control absent manifest error. Prior to the effective date of any LIBOR Pricing Option, Lender shall notify Borrower (by telephone, telecopy or otherwise) if any LIBOR Pricing Option is not available to Lender because (i) Eurodollar deposits which have a maturity corresponding to the proposed LIBOR Interest Libor Rate Period in an amount equal to the portion of the Principal Amount to be subject to such LIBOR Pricing Option are not reasonably available to Lender in the London Interbank Eurocurrency Market, or (ii) by reason of circumstances affecting such Market, adequate and reasonable methods do not exist for Lender to ascertain the interest rate applicable to such deposits for the proposed LIBOR Interest Period, or (iii) Lender has determined in its reasonable discretion that the Applicable LIBOR Rate does not adequately and fairly reflect the cost to Lender of making or maintaining the portion of the Principal Amount to be subject to expressed as a LIBOR Pricing Option. Upon the termination of a LIBOR Pricing Optiondollar amount, the (A) any portion of the principal amount of any Revolving Loan requested to be made on such Libor Rate Period Commencement Date to which such Libor Rate Election relates and (B) any portion of the Notes subject aggregate outstanding principal amounts of all Revolving Loans made or requested to be made prior to such LIBOR Pricing Option will thenceforth bear interest Libor Rate Period Commencement Date to which such Libor Rate Election relates; provided, however, that (I) such Libor Rate Period may not extend beyond the Maturity Date, (II) such Libor Rate Election may not change any election made pursuant to any prior Libor Rate Election and (III) such Libor Rate Election need not be honored by any Lending Entity if (1) such Libor Rate Election is received by the Agent more than five or less than three Business Days before such Libor Rate Period Commencement Date, (2) any Event of Default or Default occurs or exists before or on such Libor Rate Period Commencement Date, (3) the total of the dollar amounts specified in clause (iii) of this sentence is not at least $2,000,000 and an integral multiple of $1,000,000 or (4) such Libor Rate Period would overlap more than twelve other Libor Rate Periods. Each Libor Rate Period shall end on the day before the numerically corresponding day (or, if there is no numerically corresponding day, the last day) of the calendar month that is the number of months (e.g., one month, three months or six months) corresponding to the option elected pursuant to such Libor Rate Election, except that, if such numerically corresponding day (or such last day) is not a Business Day, such Libor Rate Period shall end on the day before the first Business Day following such numerically corresponding day (or such last day) unless such first Business Day does not fall in the same calendar month as such numerically corresponding day (or such last day), in which case such Libor Rate Period shall end on the date before the Business Day immediately preceding such numerically corresponding day (or such last day). The total of the dollar amounts specified in clause (iii)of the first sentence of this Section 2.10 specified in any Libor Rate Election shall be allocated by the Agent among the Lenders so that the ratio, expressed as a percentage, of (i) the aggregate outstanding principal amounts of Revolving Loan Commitment Period Applicable Base Rate, if such termination occurs during the Revolving Loan Commitment Period, or Loans made by any Lender included in all Libor Rate Portions to (ii) the Term Loan Period Applicable Base Ratetotal of all Libor Rate Portions is the same as the Commitment Percentage of such Lender. Each Lending Entity may treat as made by the Borrower and rely upon, if and the Borrower shall be bound by, any oral (including, but not limited to, telephonic), written (including, but not limited to, facsimile) or other Libor Rate Election that the Agent believes in good faith to be valid and to have been made on behalf of the Borrower by any Designated Officer, and no Lending Entity shall incur any liability to the Borrower or any other Person as a direct or indirect result of such termination occurs during the Term Loan Period, if any, unless, in either case, an alternative LIBOR Pricing Option shall thereafter be exercised in accordance with the provisions of this SectionLibor Rate Election.

LIBOR Rate Election. Provided there is no Default or Event ------------------- of Default hereunder or under any other Loan Document, Borrower may elect a LIBOR Pricing Option by (i) giving written notice to Lender no later than 10:00 A.M. (New York, New York time) All Loans shall constitute Base Rate Loans and remain so for at least three (3) Eurodollar Business Days following the Second Amendment and Restatement Date. Thereafter, Borrower, by written or telephonic notice to Agent by 12:00 noon CST on the third Business Day prior to the Funding Date for the applicable LIBOR Loans requested thereby in each instance, may request that Revolving Loans to be made be LIBOR Loans and that outstanding portions of any Term Loan be converted to LIBOR Loans. Once given, a LIBOR Loan request shall be irrevocable and Borrower shall be bound thereby. Upon the expiration of an Interest Period, in the absence of a new LIBOR Loan request submitted to Agent not less than three (3) Business Days prior to the commencement end of such Interest Period, the LIBOR Loan then maturing shall be automatically converted to a Base Rate Loan. There may be no more than six (6) LIBOR Loans outstanding at any one time. Loans which are not the subject of a LIBOR Interest Period Loan request shall be Base Rate Loans. Agent will notify the Lenders, by telephonic or facsimile notice, of Borrower's desire to select a each LIBOR Pricing Option and request received by Agent not less than two (ii2) by not later than 1:00 P.M. (New York, New York time) three (3) Eurodollar Business Days prior to the commencement of a LIBOR Interest Period, Borrower shall by telephonic advice (to be confirmed the next day in writing) irrevocably select a LIBOR Pricing Option based upon approximate and nonbinding rates quoted by Lender to Borrower at the time of such telephonic notice, by specifying the portion (but in no event less than $100,000.00) Funding Date of the principal amount LIBOR Loan requested thereby. Notwithstanding any other provision of the Notes not then subject to a LIBOR Pricing Option to bear interest at the Applicable LIBOR Rate. If the written confirmation received by Lender differs from the action taken by Lenderthis Agreement, the records of Lender shall control absent manifest error. Prior to the effective date of if any LIBOR Pricing Option, Lender shall notify Borrower (by telephoneAgent that any change of law makes it unlawful or any change in circumstance makes it impossible for such Lender to perform its obligations hereunder to make LIBOR Loans, telecopy or otherwise) if any LIBOR Pricing Option is not available to Lender because (i) Eurodollar deposits which have a maturity corresponding any obligation of such Lender to make, maintain, renew or fund LIBOR Loans shall be suspended until Agent shall notify Borrower and Lenders that the proposed LIBOR Interest Period in an amount equal to the portion of the Principal Amount to be subject to circumstances causing such LIBOR Pricing Option are not reasonably available to Lender in the London Interbank Eurocurrency Market, or suspension no longer exist and (ii) by reason Borrower shall forthwith prepay in full the LIBOR Loans of circumstances affecting such MarketLender then outstanding, adequate together with interest accrued thereon, unless Borrower, within ten (10) Business Days of notice from Agent and reasonable methods do not exist for Lender to ascertain the interest rate applicable to such deposits for the proposed LIBOR Interest Period, or (iii) Lender has determined in its reasonable discretion that the Applicable LIBOR Rate does not adequately and fairly reflect the cost to Lender of making or maintaining the portion of the Principal Amount to be subject to a LIBOR Pricing Option. Upon the termination of a LIBOR Pricing Option, the portion of the principal amount of the Notes subject to such LIBOR Pricing Option will thenceforth bear interest at (i) the Revolving Loan Commitment Period Applicable Base Rate, if such termination occurs during the Revolving Loan Commitment Period, or (ii) the Term Loan Period Applicable Base Rate, if such termination occurs during the Term Loan Period, if any, unless, in either case, an alternative LIBOR Pricing Option shall thereafter be exercised in accordance with this subsection 1.2(G), shall have simultaneously converted all LIBOR Loans of such Lender to Base Rate Loans such that the provisions of this Sectioncircumstances giving rise to such notice no longer exist. Notwithstanding anything to the contrary contained herein, all Interest Periods under the Original Credit Agreement shall end on the Second Amendment and Restatement Date and all interest accrued and unpaid on the Loans and other Obligations accrued through the Second Amendment and Restatement Date shall become due and payable on the Second Amendment and Restatement Date.