Common use of Conversion or Continuation Clause in Contracts

Conversion or Continuation. (i) Each Domestic Borrower shall have the option (A) to convert at any time all or any part of its outstanding Floating Rate Loans (other than Swing Loans) to Fixed Rate Loans or (B) to convert all or any part of its outstanding Fixed Rate Loans having Interest Periods which expire on the same date to Floating Rate Loans on such expiration date; and each Borrower shall have the option to continue all or any part of its outstanding Fixed Rate Loans having Interest Periods which expire on the same date as Fixed Rate Loans denominated in the same currency, and the succeeding Interest Period of such continued Loans shall commence on such expiration date; provided, however, in each case, no such outstanding Loan may be continued as, or be converted into, a Fixed Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate any of the provisions of Section 4.02 or (ii) if an Event of Default or Default would occur or has occurred and is continuing. Any conversion into or continuation of Fixed Rate Loans under this Section 4.01(c) shall be in a minimum amount of the Dollar Equivalent of $7,500,000 for Domestic Loans and $5,000,000 for Multicurrency Loans and in integral Dollar Equivalent multiples of $1,000,000 in excess of that amount (or, in the case of continuations of Multicurrency Loans, in such greater or lesser amounts as are as near to $5,000,000 or a multiple of $1,000,000, as applicable, as reasonably practicable in light of any change in the Spot Rate between the date of such continuation and the date of the Borrowing or any previous continuation thereof, as the case may be). Such minimum levels may be achieved under the Domestic Facility by combining the Loans of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000.

Conversion or Continuation. (i) Each Domestic Subject to the provisions of subsection 2.6, Borrower shall have the option (Ai) to convert at any time all or any part of its outstanding Floating Base Rate Loans equal to Five Hundred Thousand Dollars (other than Swing $500,000) and integral multiples of One Hundred Thousand Dollars ($100,000) in excess of that amount to LIBOR Rate Loans) to Fixed Rate Loans or , (Bii) to convert at any time all or any part of its outstanding Fixed LIBOR Rate Loans having equal to One Hundred Thousand Dollars ($100,000) and integral multiples of One Hundred Thousand Dollars ($100,000) in excess of that amount to Base Rate Loans, or (iii) upon the expiration of any Interest Periods which expire on the same date Period applicable to Floating a LIBOR Rate Loans on such expiration date; and each Borrower shall have the option Loan, to continue all or any part of its outstanding Fixed Rate Loans having Interest Periods which expire on the same date as Fixed Rate Loans denominated in the same currency, and the succeeding Interest Period portion of such continued Loans shall commence on such expiration dateLoan equal to Five Hundred Thousand Dollars ($500,000) and integral multiples of One Hundred Thousand Dollars ($100,000) in excess of that amount as a LIBOR Rate Loan; provided, however, in each case, no such outstanding that a LIBOR Rate Loan may only be continued asconverted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon (New York time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or be converted intoa continuation of, a Fixed LIBOR Rate Loan Loan). A Notice of Conversion/Continuation shall specify (i) if the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or the conversion intoa continuation of, such Fixed a LIBOR Rate Loan would violate any of the provisions of Section 4.02 or (ii) if an Loan, that no Potential Event of Default or Event of Default would occur or has occurred and is continuing. Any In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date; provided further that failure to give such written notice shall not affect the validity of such telephonic notice. Administrative Agent shall promptly notify the Lenders of each Notice of Conversion/Continuation and the contents thereof. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion into or continuation of Fixed Rate the applicable basis for determining the interest rate with respect to any Loans under in accordance with this Section 4.01(c) Agreement pursuant to any such telephonic notice Borrower shall be in have effected a minimum amount of the Dollar Equivalent of $7,500,000 for Domestic Loans and $5,000,000 for Multicurrency Loans and in integral Dollar Equivalent multiples of $1,000,000 in excess of that amount (or, in the case of continuations of Multicurrency Loans, in such greater conversion or lesser amounts as are as near to $5,000,000 or a multiple of $1,000,000, as applicable, as reasonably practicable in light of any change in the Spot Rate between the date of such continuation and the date of the Borrowing or any previous continuation thereofcontinuation, as the case may be), hereunder. Such minimum levels may Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be achieved under irrevocable on and after the Domestic Facility by combining related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. If a LIBOR Rate Loan is neither repaid or continued on the Loans last day of more than one Borrower being continued as or the Interest Period applicable thereto nor converted into Fixed Rate Loans another type of Loan on such date pursuant to and in accordance with this Agreement, including this subsection 2.2D, or if Administrative Agent has not received a Notice of Conversion/Continuation specifying the same term of the next Interest Period so long as for such LIBOR Loan at least three (3) Business Days prior to the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans last day of the same currency then current Interest Period, then the outstanding LIBOR Loan shall be deemed to be continued, on the last day of more than one Borrower being continued the then current Interest Period, as or converted into Fixed Rate Loans a LIBOR Loan with the same an Interest Period so long of one month and thereafter shall bear interest as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000such.

Conversion or Continuation. (i) Each Domestic Subject to the provisions of this -------------------------- subsection 2.2, Borrower Representative, on behalf of any Borrower, shall have --------------- the option to (A1) to convert at any time all or any part of its outstanding Floating Rate Loans (other than Swing Swingline Loans) equal to Fixed Rate Loans or (B) to convert all or any part of its outstanding Fixed Rate Loans having Interest Periods which expire on the same date to Floating Rate Loans on such expiration date; $1,000,000 and each Borrower shall have the option to continue all or any part of its outstanding Fixed Rate Loans having Interest Periods which expire on the same date as Fixed Rate Loans denominated in the same currency, and the succeeding Interest Period of such continued Loans shall commence on such expiration date; provided, however, in each case, no such outstanding Loan may be continued as, or be converted into, a Fixed Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate any of the provisions of Section 4.02 or (ii) if an Event of Default or Default would occur or has occurred and is continuing. Any conversion into or continuation of Fixed Rate Loans under this Section 4.01(c) shall be in a minimum amount of the Dollar Equivalent of $7,500,000 for Domestic Loans and $5,000,000 for Multicurrency Loans and in integral Dollar Equivalent multiples of $1,000,000 500,000 in excess of that amount (or, in the case of continuations Loans denominated in an Optional Currency, such other minimum amount and integral multiples thereof as Agent and Borrower Representative may agree, which shall be calculated so as to approximate, as nearly as practicable, the minimum amounts and multiples thereof applicable to LIBOR Loans denominated in Dollars) from Base Rate Loans to LIBOR Loans denominated in the same Available Currency as the Loans so converted, or (2) upon the expiration of Multicurrency Loansany Interest Period applicable to a LIBOR Loan, to (a) continue all or any portion of such LIBOR Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount (or, in the case of Loans denominated in an Optional Currency, such greater or lesser amounts other minimum amount and integral multiples thereof as are Agent and Borrower Representative may agree, which shall be calculated so as near to $5,000,000 or a multiple of $1,000,000approximate, as applicablenearly as practicable, the minimum amounts and multiples thereof applicable to LIBOR Loans denominated in Dollars) as reasonably practicable in light of any change a LIBOR Loan denominated in the Spot Rate between same Available Currency as the date Loan so converted, or (b) convert all or any portion of such continuation and LIBOR Loan to a Base Rate Loan denominated in the date same Available Currency as the Loan so converted. The succeeding Interest Period(s) of such continued or converted Loan commence on the last day of the Borrowing Interest Period of the Loan to be continued or any previous continuation thereof, as the case may be). Such minimum levels converted; provided that no outstanding Loan may be achieved under the Domestic Facility by combining the Loans -------- continued as, or be converted into, a LIBOR Loan, when any Event of more than one Borrower being continued as Default or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing Default has occurred and is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000continuing.

Conversion or Continuation. (i) Each Domestic Subject to the provisions of subsections 2.6 and 2.2B(xii), the applicable Borrower shall have the option (Ai) to convert at any time all or any part of its outstanding Floating Rate Term Loans (other than Swing Loans denominated in Euro or ADollars which shall always constitute Eurocurrency Rate Loans) to Fixed Rate ), Revolving Loans or Offshore Revolving Loans equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, and (ii) upon the expiration of any Interest Period applicable to a Eurocurrency Rate Loan or B) to convert all or any part of its outstanding Fixed /A Discount Rate Loans having Interest Periods which expire on the same date to Floating Rate Loans on such expiration date; and each Borrower shall have the option Loan, to continue all or any part portion of its outstanding Fixed such Eurocurrency Rate Loans having Interest Periods which expire on the same date Loan or B/A Discount Rate Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as Fixed a Eurocurrency Rate Loans denominated in the same currencyLoan, and the succeeding Interest Period Period(s) of such continued Loans Loan shall commence on such expiration date; the last day of the Interest Period of the Loan to be continued, provided, however, in each casethat a Eurocurrency Rate Loan or B/A Discount Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto; and provided, further, that, unless Requisite Lenders otherwise agree, no such outstanding Loan may be continued as, or be converted into, a Fixed Eurocurrency Rate Loan (i) if the continuation of, or the conversion into, such Fixed B/A Discount Rate Loan would violate when any of the provisions of Section 4.02 or (ii) if an Event of Default or Default would occur or has occurred and is continuing. Any conversion into or continuation The applicable Borrower shall deliver a Notice of Fixed Rate Loans under this Section 4.01(cConversion/Continuation to Administrative Agent no later than 12:00 Noon (New York time) shall be (i) at least one Business Day in a minimum amount advance of the Dollar Equivalent of $7,500,000 for Domestic Loans and $5,000,000 for Multicurrency Loans and in integral Dollar Equivalent multiples of $1,000,000 in excess of that amount (or, proposed conversion/continuation date in the case of continuations a conversion to a Base Rate Loan, (ii) at least two Business Days in advance of Multicurrency Loansthe proposed conversion/continuation date in the case of a conversion to, in such greater or lesser amounts as are as near to $5,000,000 or a multiple continuation of, a B/A Discount Rate Loan, (iii) at least three Business Days in advance of $1,000,000the proposed conversion/continuation date in the case of a conversion to, as applicableor a continuation of, as reasonably practicable a Eurocurrency Rate Loan (other than a conversion to, or a continuation of, a Eurocurrency Rate Loan denominated in light ADollars) or (iv) at least four Business Days in advance of the proposed conversion/continuation date in the case of a conversion to, or a continuation of, a Eurocurrency Rate Loan denominated in ADollars. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation and (iv) in the case of a conversion to, or a continuation of, a Eurocurrency Rate Loan or B/A Discount Rate Loan, the requested Interest Period. In lieu of delivering the above described Notice of Conversion/Continuation, the applicable Borrower may give Administrative Agent telephonic notice by the required time of any change proposed conversion/continuation under this subsection 2.2D; provided, that, such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the Spot Rate between proposed conversion/continuation date. Administrative Agent shall promptly notify the date Lenders of any Loan becoming subject to a Notice of Conversion/Continuation. Administrative Agent shall not incur any liability to any Loan Party in acting upon any telephonic notice referred to above which Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of a Borrower in connection with any telephonic notice referred to above or for otherwise acting in good faith under this subsection 2.2D and upon conversion/continuation by Administrative Agent in accordance with this Agreement pursuant to any telephonic notice, such continuation and the date of the Borrowing Borrower shall have effected a conversion or any previous continuation thereofcontinuation, as the case may be), hereunder. Such minimum levels Except as provided in subsection 2.6D, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurocurrency Rate Loan to a B/A Discount Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and upon delivering a Notice of Conversion/Continuation, the relevant Borrower shall be bound to convert or continue in accordance therewith, unless such Borrower pays to Lenders such amounts as may be achieved due under the Domestic Facility by combining the Loans subsection 2.6D(iii) for failure of more than one Borrower being continued as a conversion to or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount continuation of any single Borrowing is Eurocurrency Rate Loan to occur on the Dollar Equivalent date specified therefor in a Notice of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as Conversion/Continuation (or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000telephonic notice in lieu thereof).

Conversion or Continuation. (i) Each Domestic The applicable Borrower shall have the option (A) to convert at any time all or any part of its outstanding Floating Base Rate Loans (other than Swing Loans) to Fixed Eurocurrency Rate Loans or Loans; (B) to convert all or any part of its outstanding Fixed Eurocurrency Rate Loans denominated in Dollars having Eurocurrency Interest Periods which expire on the same date to Floating Base Rate Loans on such expiration date; and each Borrower shall have the option (C) to continue all or any part of its outstanding Fixed Eurocurrency Rate Loans having Eurocurrency Interest Periods which expire on the same date as Fixed Eurocurrency Rate Loans denominated in the same currencyLoans, and the succeeding Eurocurrency Interest Period of such continued Loans shall commence on such expiration date; provided, however, in each case, no such outstanding Loan may be continued as, or be converted into, a Fixed Eurocurrency Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate any of the provisions of Section 4.02 or (ii) if an Event of Default or Default would occur or has occurred and is continuing; provided, further, however, during the continuance of an Event of Default, Eurocurrency Rate Loans denominated in Alternative Currencies shall be continued as Eurocurrency Rate Loans with Eurocurrency Interest Periods determined by the Administrative Agent. Any conversion into or continuation of Fixed Eurocurrency Rate Loans under this Section 4.01(c) shall shall, in the case of such Loans denominated in Dollars, be in a minimum amount of the Dollar Equivalent of $7,500,000 for Domestic Loans and $5,000,000 for Multicurrency Loans and in integral Dollar Equivalent multiples of $1,000,000 in excess of that amount (orand, in the case of continuations of Multicurrency Loanssuch Loans denominated in Alternative Currencies, in such greater or lesser amounts as are as near an aggregate minimum amount equal to $5,000,000 or a an integral multiple of $1,000,000, as applicable, as reasonably practicable in light of any change in the Spot Rate between the date 100,000 units of such continuation currency and the date of the Borrowing or any previous continuation thereof, as the case may be). Such minimum levels may be achieved under the Domestic Facility by combining the Loans of more than one Borrower being continued as or (converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is to the Dollar Equivalent of thereof) equal to or greater than $1,000,000; and such minimum levels may be achieved under . Notwithstanding anything in this Agreement to the Multicurrency Facility by combining contrary, nothing in the Loans of Agreement shall permit (i) the same currency of more than one Borrower being continued as conversion or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount redenomination of any single Borrowing is Base Rate Loan denominated in Dollars into a Eurocurrency Rate Loan denominated in any currency other than Dollars and (ii) the Dollar Equivalent conversion or redenomination of $1,000,000any Eurocurrency Rate Loan denominated in any currency into a Eurocurrency Rate Loan denominated into any other currency.

Conversion or Continuation. Subject to the provisions of subsection 2.6, (i) Each each Domestic Borrower and the Offshore Borrower shall have the option (Aa) to convert at any time all or any part of its outstanding Floating Rate Loans (other than except Swing Line Loans) to Fixed Rate Loans or (B) to convert all or any part of its outstanding Fixed Rate Loans having Interest Periods which expire on the same date to Floating Rate Loans on such expiration date; and each Borrower shall have the option to continue all or any part of its outstanding Fixed Rate Loans having Interest Periods which expire on the same date as Fixed Rate Loans denominated in the same currency, and the succeeding Interest Period of such continued Loans shall commence on such expiration date; provided, however, in each case, no such outstanding Loan may be continued as, or be converted into, a Fixed Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate any of the provisions of Section 4.02 or (ii) if an Event of Default or Default would occur or has occurred and is continuing. Any conversion into or continuation of Fixed Rate Loans under this Section 4.01(c) shall be in a minimum amount of the Dollar Equivalent of $7,500,000 for Domestic Loans and $5,000,000 for Multicurrency Loans and in integral Dollar Equivalent multiples of $1,000,000 in excess of that amount (or, in the case of continuations of Multicurrency Loans, in such greater or lesser amounts as are as near to $5,000,000 or a multiple of $1,000,000, as applicable, as reasonably practicable in light of any change in the Spot Rate between the date of such continuation and the date of the Borrowing or any previous continuation thereofDollars, as the case may be). Such minimum levels may be achieved under , equal to $2,000,000 and multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (b) upon the Domestic Facility by combining the Loans expiration of more than one Borrower being continued as or converted into Fixed Rate Loans with the same any Interest Period so long applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $2,000,000 and multiples of $500,000 in excess of that amount as a Eurodollar Rate Loan or, if such Eurodollar Rate Loan is less than $2,000,000, to continue the minimum full amount of such Eurodollar Rate Loan as a Eurodollar Rate Loan and (ii) the Offshore Borrower shall have the option upon the expiration of any single Borrowing is Interest Period applicable to a LIBO Rate Loan, to continue all or any portion of such Loan equal to the Dollar Offshore Currency Equivalent of $1,000,000; 2,000,000 and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans multiples of the same currency of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Offshore Currency Equivalent of $1,000,000500,000 in excess of that amount as a LIBO Rate Loan or, if such LIBO Rate Loan is less than $2,000,000, to continue the full amount of such LIBO Rate Loan as a LIBO Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto; provided, however, except as otherwise provided herein, (i) if the applicable Domestic Borrower fails to give a Notice of Conversion/Continuation at least one Business Day prior to the expiration of any Interest Period applicable to any Eurodollar Rate Loan of such Domestic Borrower, such Borrower shall have been deemed to have delivered a Notice of Conversion/Continuation requesting that such Eurodollar Rate Loan be converted into a Base Rate Loan and (ii) if Offshore Borrower fails to give a Notice of Conversion/Continuation at least three Business Days prior to the expiration of any Interest Period applicable to any LIBO Rate Loan, Offshore Borrower shall have been deemed to have delivered a Notice of Conversion/Continuation requesting that such LIBO Rate Loan be continued as a LIBO Rate Loan with a one month Interest Period. Any Domestic Borrower delivering a Notice of Conversion/Continuation shall deliver such notice to Administrative Agent at its Domestic Funding and Payment Office no later than 2:00 P.M. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Offshore Borrower shall deliver any Notice of Conversion/Continuation to Administrative Agent at both its Domestic Funding and Payment Office no later than 2:00 P.M. (New York City time) and its Offshore Funding and Payment Office no later than 2:00 P.M. (London time) at least three Business Days in advance of the proposed conversion/continuation date. In lieu of delivering a Notice of Conversion/Continuation, the applicable Borrower may give Administrative Agent telephonic notice to the Domestic Funding and Payment Office and/or the Offshore Funding and Payment Office, as applicable, by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Administrative Agent shall promptly notify each Lender of any Loan subject to any Notice of Conversion/Continuation.

Conversion or Continuation. (i) Each Domestic Subject to the provisions of subsection 2.6 and subsection 2.1E(ii), the applicable Borrower shall have the option (Ai) to convert at any time all or any part of its outstanding Floating Rate Loans (other than Swing Loans) to Fixed Rate Term Loans or Revolving Loans equal to $10,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, (Bii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan to a Domestic Borrower, to continue all or any portion of such Eurodollar Rate Loan equal to $10,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan, (iii) to convert at any time all or any part of its outstanding Fixed Offshore Revolving Loans equal to $5,000,000 and integral multiples of $1,000,000, from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, or (iv) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans having Interest Periods which expire on the same date to Floating Rate Loans on such expiration date; and each Borrower shall have the option Loan, to continue as a Eurodollar Rate Loan all or any part portion of its outstanding Fixed such Eurodollar Rate Loans having Interest Periods which expire on the same date as Fixed Rate Loans denominated in the same currencyLoan equal to $5,000,000 and integral multiples of $1,000,000, and the succeeding Interest Period Period(s) of such continued Loans Loan shall commence on such expiration date; the last day of the Interest Period of the Loan to be continued, provided, however, in each casethat a Eurodollar Rate Loan may only be converted into a Base Rate Loan, on the expiration date of an Interest Period applicable thereto; and provided, further, that, unless Requisite Lenders otherwise agree, no such outstanding Loan may be continued as, or be converted into, a Fixed Eurodollar Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate when any of the provisions of Section 4.02 or (ii) if an Event of Default or Default would occur or has occurred and is continuing. Any conversion into or continuation The applicable Borrower shall deliver a Notice of Fixed Rate Loans under this Section 4.01(cConversion/Continuation to Administrative Agent no later than 12:00 Noon (New York time) shall be at least one Business Day in a minimum amount advance of the Dollar Equivalent of $7,500,000 for Domestic Loans and $5,000,000 for Multicurrency Loans and in integral Dollar Equivalent multiples of $1,000,000 in excess of that amount proposed conversion/continuation date (or, in the case of continuations a conversion to a Base Rate Loan) or three Business Days in advance of Multicurrency Loansthe proposed conversion/continuation date (in the case of a conversion to, in such greater or lesser amounts as are as near to $5,000,000 or a multiple continuation of, a Eurodollar Rate Loan). A Notice of $1,000,000Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), as applicable(ii) the amount and Type of the Loan to be converted/continued, as reasonably practicable (iii) the nature of the proposed conversion/continuation and (iv) in light the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period. In lieu of delivering the above described Notice of Conversion/Continuation, the applicable Borrower may give Administrative Agent telephonic notice by the required time of any change proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the Spot Rate between the date proposed conversion/continuation date. Administrative Agent shall not incur any liability to any Loan Party in acting upon any telephonic notice referred to above which Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of a Borrower in connection with any telephonic notice referred to above or for otherwise acting in good faith under this subsection 2.2D and upon conversion/continuation by Administrative Agent in accordance with this Agreement pursuant to any telephonic notice, such continuation and the date of the Borrowing Borrower shall have effected a conversion or any previous continuation thereofcontinuation, as the case may be), hereunder. Such minimum levels Except as provided in subsection 2.6D, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and upon delivering a Notice of Conversion/Continuation, the relevant Borrower, as the case may be, shall be bound to convert or continue in accordance therewith, unless such Borrower pays to Lenders such amounts as may be achieved due under the Domestic Facility by combining the Loans subsection 2.6E for failure of more than one Borrower being continued as a conversion to or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount continuation of any single Borrowing is Eurodollar Rate Loan to occur on the Dollar Equivalent date specified therefor in a Notice of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as Conversion/Continuation (or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000telephonic notice in lieu thereof).

Conversion or Continuation. (i) Each Domestic Subject to the provisions of subsection 2.6, the applicable Borrower shall have the option (Ai) to convert at any time all or any part of its outstanding Floating Rate Loans (other than Swing Loans) to Fixed Rate Term Loans or Revolving Loans equal to $10,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, (Bii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan to a Domestic Borrower, to continue all or any portion of such Eurodollar Rate Loan equal to $10,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan, (iii) to convert at any time all or any part of its outstanding Fixed Offshore Loans equal to $5,000,000 and integral multiples of $1,000,000, from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, or (iv) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans having Interest Periods which expire on the same date to Floating Rate Loans on such expiration date; and each Borrower shall have the option Loan, to continue as a Eurodollar Rate Loan all or any part portion of its outstanding Fixed such Eurodollar Rate Loans having Interest Periods which expire on the same date as Fixed Rate Loans denominated in the same currencyLoan equal to $5,000,000 and integral multiples of $1,000,000, and the succeeding Interest Period Period(s) of such continued Loans Loan shall commence on such the last day of the Interest Period of the Loan to be continued, PROVIDED, HOWEVER, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan, on the expiration datedate of an Interest Period applicable thereto; providedand PROVIDED, howeverFURTHER, in each casethat, unless Requisite Lenders otherwise agree, no such outstanding Loan may be continued as, or be converted into, a Fixed Eurodollar Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate when any of the provisions of Section 4.02 or (ii) if an Event of Default or Default would occur or has occurred and is continuing. Any conversion into or continuation The applicable Borrower shall deliver a Notice of Fixed Rate Loans under this Section 4.01(cConversion/Continuation to Administrative Agent no later than 12:00 Noon (New York time) shall be at least one Business Day in a minimum amount advance of the Dollar Equivalent of $7,500,000 for Domestic Loans and $5,000,000 for Multicurrency Loans and in integral Dollar Equivalent multiples of $1,000,000 in excess of that amount proposed conversion/continuation date (or, in the case of continuations a conversion to a Base Rate Loan) or three Business Days in advance of Multicurrency Loansthe proposed conversion/continuation date (in the case of a conversion to, in such greater or lesser amounts as are as near to $5,000,000 or a multiple continuation of, a Eurodollar Rate Loan). A Notice of $1,000,000Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), as applicable, as reasonably practicable in light of any change in (ii) the Spot Rate between the date of such continuation amount and the date Type of the Borrowing or any previous continuation thereof, as the case may be). Such minimum levels may Loan to be achieved under the Domestic Facility by combining the Loans of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000.converted/continued,

Conversion or Continuation. (i) Each Domestic Borrower shall have the option (A) to convert at any time all or any part of its outstanding Floating Rate Loans (other than Swing Loans) to Fixed Rate Loans or (B) to convert all or any part of its outstanding Fixed Rate Loans having Interest Periods which expire on the same date to Floating Rate Loans on such expiration date; and each Borrower shall have the option to continue all or any part of its outstanding Fixed Rate Loans having Interest Periods which expire on the same date as Fixed Rate Loans denominated in the same currency, and the succeeding Interest Period of such continued Loans shall commence on such expiration date; provided, however, in each case, no such outstanding Loan may be continued as, or be converted into, a Fixed Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate any of the provisions of Section SECTION 4.02 or (ii) if an Event of Default or Default would occur or has occurred and is continuing. Any conversion into or continuation of Fixed Rate Loans under this Section SECTION 4.01(c) shall be in a minimum amount of the Dollar Equivalent of $7,500,000 for Domestic Loans and $5,000,000 for Multicurrency Loans and in integral Dollar Equivalent multiples of $1,000,000 in excess of that amount (or, in the case of continuations of Multicurrency Loans, in such greater or lesser amounts as are as near to $5,000,000 or a multiple of $1,000,000, as applicable, as reasonably practicable in light of any change in the Spot Rate between the date of such continuation and the date of the Borrowing or any previous continuation thereof, as the case may be)amount. Such minimum levels may be achieved under the Domestic Facility by combining the Loans of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000.

Conversion or Continuation. (i) Each Domestic Borrower Subject to the provisions of subsection 2.6, Company shall have the option (Ai) to convert at any time all or any part of its outstanding Floating Loans equal to $5,000,000 and integral multiples of $1,000,000 in excess thereof (in the case of Loans to be converted to Eurodollar Rate Loans (other than Swing Loans) or $1,000,000 and integral multiples thereof (in the case of Loans to Fixed be converted to Base Rate Loans), from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (Bii) upon the expiration of any Interest Period applicable to convert all or any part of its outstanding Fixed a Eurodollar Rate Loans having Interest Periods which expire on the same date to Floating Rate Loans on such expiration date; and each Borrower shall have the option Loan, to continue all or any part of its outstanding Fixed Rate Loans having Interest Periods which expire on the same date as Fixed Rate Loans denominated in the same currency, and the succeeding Interest Period portion of such continued Loans shall commence on such expiration date; provided, however, in each case, no such outstanding Loan may be continued as, or be converted into, a Fixed Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate any of the provisions of Section 4.02 or (ii) if an Event of Default or Default would occur or has occurred and is continuing. Any conversion into or continuation of Fixed Rate Loans under this Section 4.01(c) shall be in a minimum amount of the Dollar Equivalent of $7,500,000 for Domestic Loans and equal to $5,000,000 for Multicurrency Loans and in integral Dollar Equivalent multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan and the succeeding Interest Period(s) of such continued Loan shall commence on the last day of the Interest Period of the Loan to be continued; provided, however, that a Eurodollar Rate -------- ------- Loan may only be converted into a Loan bearing interest determined by reference to an alternative basis on the expiration date of an Interest Period applicable thereto, and provided further, that no outstanding Loan may be continued as, or -------- ------- be converted into, a Eurodollar Rate Loan when any Event of Default or Potential Event of Default has occurred and is continuing; provided further that the Loans -------- ------- made on the Closing Date may not be converted other than into Base Rate Loans or Eurodollar Rate Loans with an Interest Period of one month prior to the earlier to occur of (orx) the date which is ninety (90) days after the Closing Date or (y) the date on which the Administrative Agent notifies the Company that the primary syndication period for the Loans has been completed; and provided further that, -------- ------- subject to the provisions of subsection 2.6, no outstanding Eurodollar Rate Loan may be converted into a Base Rate Loan during the period from December 15 of any year to, and including, January 15 of the immediately succeeding year. Company shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 1:00 P.M. (New York time) at least one Business Day in advance of the proposed conversion/continuation date (in the case of continuations a conversion to a Base Rate Loan), or three Business Days in advance of Multicurrency Loansthe proposed conversion/continuation date (in the case of a conversion to, in such greater or lesser amounts as are as near to $5,000,000 or a multiple continuation of, a Eurodollar Rate Loan). A Notice of $1,000,000Conversion/Continuation shall certify (i) the proposed conversion/continuation date (which shall be a Business Day), as applicable(ii) the amount of the Loan to be converted/continued, as reasonably practicable (iii) the nature of the proposed conversion/continuation and (iv) in light the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, (x) the requested Interest Period and (y) that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any change proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in -------- ---- writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the Spot Rate between the date proposed conversion/continuation date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D and, upon conversion/continuation in accordance with this Agreement pursuant to any telephonic notice, Company shall have effected such continuation and the date of the Borrowing conversion or any previous continuation thereofcontinuation, as the case may be. Promptly after receipt of a Notice of Conversion/Continuation (or telephonic notice thereof). Such minimum levels may be achieved under the Domestic Facility by combining the Loans of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans , Administrative Agent shall notify each Lender of the same currency proposed conversion/continuation. Except as provided in subsection 2.6D, a Notice of more than one Borrower being continued as Conversion/Continuation for conversion to, or converted into Fixed continuation of, a Eurodollar Rate Loans with Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the same related Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000Rate Determination Date, and Company shall be bound to convert or continue in accordance therewith.

Conversion or Continuation. (i) Each Domestic Subject to the provisions of subsection 2.7, Borrower shall have the option to (Ai) to convert at any time all or any part of its (a) outstanding Floating Loans which are Base Rate Loans equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount and (other than Swing Loansb) to Fixed outstanding Eurodollar Rate Loans equal to $1,000,000 and integral multiples of $500,000 in excess thereof, from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, or (Bii) upon the expiration of any Interest Period applicable to convert all or any part of its outstanding Fixed a Eurodollar Rate Loans having Interest Periods which expire on the same date to Floating Rate Loans on such expiration date; and each Borrower shall have the option Loan, to continue all or any part portion of its outstanding Fixed such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loans having Interest Periods which expire on the same date as Fixed Rate Loans denominated in the same currency, Loan and the succeeding Interest Period Period(s) of such continued Loans Loan shall commence on such expiration datethe last day of the Interest Period of the Loan to be continued; provided, however, in each caseEurodollar Rate Loans may only be converted into Loans bearing interest determined by reference to an alternative basis on the expiration date of an Interest Period applicable thereto; and provided, further, that no such outstanding Loan may be continued as, or be converted into, a Fixed Eurodollar Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate when any of the provisions of Section 4.02 or (ii) if an Event of Default or Potential Event of Default would occur or has occurred and is continuing. Any conversion ; provided further that the Loans made on the Restatement Effective Date may not be converted prior to thirty (30) days after the Restatement Effective Date, unless Administrative Agent otherwise consents in writing and; provided further that, subject to the provisions of subsection 2.7, no outstanding Loan may be converted into or continuation a Base Rate Loan during the period from December 15 of Fixed Rate Loans under this Section 4.01(c) shall be in a minimum amount any year to, and including, January 15 of the Dollar Equivalent immediately succeeding year except any Base Rate Loan made pursuant to subsections 2.2B and 2.9C. Borrower shall deliver a Notice of $7,500,000 for Domestic Loans and $5,000,000 for Multicurrency Loans and Conversion/Continuation to Administrative Agent no later than 12:00 Noon (New York time) at least one (1) Business Day in integral Dollar Equivalent multiples advance of $1,000,000 in excess of that amount the proposed conversion/continuation date (or, in the case of continuations a conversion to a Base Rate Loan), and at least three (3) Business Days in advance of Multicurrency Loansthe proposed conversion/continuation date (in the case of a conversion to, in such greater or lesser amounts as are as near to $5,000,000 or a multiple continuation of, a Eurodollar Rate Loan). A Notice of $1,000,000Conversion/Continuation shall certify (i) the proposed conversion/continuation date (which shall be a Business Day), as applicable(ii) the amount of the Loan to be converted/continued, as reasonably practicable (iii) the nature of the proposed conversion/continuation, (iv) in light the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) that no Potential Event of Default or Event of Default has occurred and is continuing or would result from the proposed conversion/continuation. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any change proposed conversion/continuation under this subsection 2.3D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the Spot Rate between the date proposed conversion/continuation date. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.3D and upon conversion/continuation by Administrative Agent in accordance with this Agreement, pursuant to any telephonic notice Borrower shall have effected such conversion or continuation and the date of the Borrowing or any previous continuation thereof, as the case may be), hereunder. Such minimum levels may Except as provided in subsection 2.7D, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be achieved under irrevocable on and after the Domestic Facility by combining the Loans of more than one related Interest Rate Determination Date, and Borrower being continued as shall be bound to convert or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000continue in accordance therewith.

Conversion or Continuation. (i) Each Domestic Subject to the provisions of subsection 2.6, Borrower shall have the option (Ai) to convert at any time all or any part of its outstanding Floating Base Rate Loans equal to Five Hundred Thousand Dollars (other than Swing $500,000) and integral multiples of One Hundred Thousand Dollars ($100,000) in excess of that amount to LIBOR Rate Loans) to Fixed Rate Loans or , (Bii) to convert at any time all or any part of its outstanding Fixed LIBOR Rate Loans having equal to One Hundred Thousand Dollars ($100,000) and integral multiples of One Hundred Thousand Dollars ($100,000) in excess of that amount to Base Rate Loans, or (iii) upon the expiration of any Interest Periods which expire on the same date Period applicable to Floating a LIBOR Rate Loans on such expiration date; and each Borrower shall have the option Loan, to continue all or any part of its outstanding Fixed Rate Loans having Interest Periods which expire on the same date as Fixed Rate Loans denominated in the same currency, and the succeeding Interest Period portion of such continued Loans shall commence on such expiration dateTerm Loan equal to Five Hundred Thousand Dollars ($500,000) and integral multiples of One Hundred Thousand Dollars ($100,000) in excess of that amount as a LIBOR Rate Loan; provided, however, in each case, no such outstanding that a LIBOR Rate Loan may only be continued asconverted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon (New York time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or be converted intoa continuation of, a Fixed LIBOR Rate Loan Loan). A Notice of Conversion/Continuation shall specify (i) if the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Term Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or the conversion intoa continuation of, such Fixed a LIBOR Rate Loan would violate any of the provisions of Section 4.02 or (ii) if an Loan, that no Potential Event of Default or Event of Default would occur or has occurred and is continuing. Any In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date; provided further that failure to give such written notice shall not affect the validity of such telephonic notice. Administrative Agent shall promptly notify the Lenders of each Notice of Conversion/Continuation and the contents thereof. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion into or continuation of Fixed Rate the applicable basis for determining the interest rate with respect to any Term Loans under in accordance with this Section 4.01(c) Agreement pursuant to any such telephonic notice Borrower shall be in have effected a minimum amount of the Dollar Equivalent of $7,500,000 for Domestic Loans and $5,000,000 for Multicurrency Loans and in integral Dollar Equivalent multiples of $1,000,000 in excess of that amount (or, in the case of continuations of Multicurrency Loans, in such greater conversion or lesser amounts as are as near to $5,000,000 or a multiple of $1,000,000, as applicable, as reasonably practicable in light of any change in the Spot Rate between the date of such continuation and the date of the Borrowing or any previous continuation thereofcontinuation, as the case may be), hereunder. Such minimum levels may Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be achieved under irrevocable on and after the Domestic Facility by combining related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. If a LIBOR Rate Loan is neither repaid or continued on the Loans last day of more than one Borrower being continued as or the Interest Period applicable thereto nor converted into Fixed Rate Loans another type of Term Loan on such date pursuant to and in accordance with this Agreement, including this subsection 2.2D, or if Administrative Agent has not received a Notice of Conversion/Continuation specifying the same term of the next Interest Period so long as for such LIBOR Term Loan at least three (3) Business Days prior to the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans last day of the same currency then current Interest Period, then the outstanding LIBOR Term Loan shall be deemed to be continued, on the last day of more than one Borrower being continued the then current Interest Period, as or converted into Fixed Rate Loans a LIBOR Term Loan with the same an Interest Period so long of one month and thereafter shall bear interest as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000such.

Conversion or Continuation. (i) Each Domestic The applicable Borrower shall have the option (A) to convert at any time all or any part of its outstanding Floating Base Rate Loans (other than Swing Loans) to Fixed Eurocurrency Rate Loans or Loans; (B) to convert all or any part of its outstanding Fixed Eurocurrency Rate Loans denominated in Dollars having Eurocurrency Interest Periods which expire on the same date to Floating Base Rate Loans on such expiration date; and each Borrower shall have the option (C) to continue all or any part of its outstanding Fixed Eurocurrency Rate Loans having Eurocurrency Interest Periods which expire on the same date as Fixed Eurocurrency Rate Loans denominated in the same currencyLoans, and the succeeding Eurocurrency Interest Period of such continued Loans shall commence on such expiration date; provided, however, in each case, no such outstanding Loan may be continued as, or be converted into, a Fixed Eurocurrency Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate any of the provisions of Section 4.02 or (ii) if an Event of Default or Default would occur or has occurred and is continuing; provided, further, however, during the continuance of an Event of Default, Eurocurrency Rate Loans denominated in Alternative Currencies shall be continued as Eurocurrency Rate Loans with Eurocurrency Interest Periods determined by the Administrative Agent. Any conversion into or continuation of Fixed Eurocurrency Rate Loans under this Section 4.01(c) shall shall, in the case of such Loans denominated in Dollars, be in a minimum amount of the Dollar Equivalent of $7,500,000 for Domestic Loans and $5,000,000 for Multicurrency Loans and in integral Dollar Equivalent multiples of $1,000,000 in excess of that amount (orand, in the case of continuations of Multicurrency Loanssuch Loans denominated in Alternative Currencies, in such greater or lesser amounts as are as near an aggregate minimum amount equal to $5,000,000 or a an integral multiple of $1,000,000, as applicable, as reasonably practicable in light of any change in the Spot Rate between the date 100,000 units of such continuation currency and the date of the Borrowing or any previous continuation thereof, as the case may be). Such minimum levels may be achieved under the Domestic Facility by combining the Loans of more than one Borrower being continued as or (converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is to the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more thereof) equal to or greater than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000.

Conversion or Continuation. (ia) Each Domestic Borrower Subject to the provisions of Section 4.4, the Funds Administrator shall have have, on behalf of the Borrowers, the option (Ai) to convert at any time all or any part of its the outstanding Floating Loans equal to $500,000 and integral multiples of $100,000 in excess of that amount (or in such other amount as Lender shall permit as shall be evidenced by the conversion of such Loan by Lender) from a Prime Rate Loans Loan to a LIBOR Rate Loan for a specified Interest Period; (other than Swing Loans) to Fixed Rate Loans or (Bii) to convert all or any part of its outstanding Fixed Loans equal to $500,000 and integral multiples of $100,000 in excess of that amount (or in such other amount as Lender shall permit as shall be evidenced by the conversion of such Loan by Lender) from LIBOR Rate Loans having Interest Periods which expire on the same date to Floating Prime Rate Loans on such the expiration datedate of any Interest Period applicable thereto; and each Borrower shall have or (iii) upon the option expiration of the Interest Period with respect to any LIBOR Rate Loans, to continue all or any part portion of its outstanding Fixed such Loans equal to $500,000 and integral multiples of $100,000 in excess of that amount (or in such other amount as Lender shall permit as shall be evidenced by the continuation of such Loan by Lender) as LIBOR Rate Loans having for a specified Interest Periods which expire on the same date as Fixed Rate Loans denominated in the same currencyPeriod, and the succeeding Interest Period Period(s) of such continued Loans shall commence on such the expiration datedate of the Interest Period applicable thereto; provided, however, in each casethat, notwithstanding the foregoing, pursuant to Section 4.4(h), no such outstanding Loan may be continued as, or be converted into, a Fixed LIBOR Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate when any of the provisions of Section 4.02 or (ii) if an Event of Default or Unmatured Event of Default would occur or has occurred and is continuing. Any conversion into The Funds Administrator shall not select any Interest Period which (a) ends on a date which is later than the Final Maturity Date or continuation of Fixed the Revolving Loan Termination Date, as applicable or (b) would cause a LIBOR Rate Loans under this Section 4.01(c) shall Loan to be in a minimum amount prepaid prior to the end of the Dollar Equivalent of $7,500,000 for Domestic Loans and $5,000,000 for Multicurrency Loans and in integral Dollar Equivalent multiples of $1,000,000 in excess of that amount (or, in the case of continuations of Multicurrency Loans, in such greater or lesser amounts as are as near to $5,000,000 or relevant Interest Period resulting from a multiple of $1,000,000, as applicable, as reasonably practicable in light scheduled amortization of any change in the Spot Rate between the date of such continuation and the date of the Borrowing or any previous continuation thereof, as the case may be). Such minimum levels may be achieved under the Domestic Facility by combining the Loans of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000Term Loan.

Conversion or Continuation. (i) Each Domestic Subject to the provisions of subsection 2.6, the applicable Borrower shall have the option (Ai) to convert at any time all or any part of its outstanding Floating Rate Loans (other than Swing Loans) to Fixed Rate Term Loans or Revolving Loans equal to $10,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, (Bii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan to a Domestic Borrower, to continue all or any portion of such Eurodollar Rate Loan equal to $10,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan, (iii) to convert at any time all or any part of its outstanding Fixed Offshore Loans equal to $5,000,000 and integral multiples of $1,000,000, from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, or (iv) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans having Interest Periods which expire on the same date to Floating Rate Loans on such expiration date; and each Borrower shall have the option Loan, to continue as a Eurodollar Rate Loan all or any part portion of its outstanding Fixed such Eurodollar Rate Loans having Interest Periods which expire on the same date as Fixed Rate Loans denominated in the same currencyLoan equal to $5,000,000 and integral multiples of $1,000,000, and the succeeding Interest Period Period(s) of such continued Loans Loan shall commence on such the last day of the Interest Period of the Loan to be continued, PROVIDED, HOWEVER, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan, on the expiration datedate of an Interest Period applicable thereto; providedand PROVIDED, howeverFURTHER, in each casethat, unless Requisite Lenders otherwise agree, no such outstanding Loan may be continued as, or be converted into, a Fixed Eurodollar Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate when any of the provisions of Section 4.02 or (ii) if an Event of Default or Default would occur or has occurred and is continuing. Any conversion into or continuation The applicable Borrower shall deliver a Notice of Fixed Rate Loans under this Section 4.01(cConversion/Continuation to Administrative Agent no later than 12:00 Noon (New York time) shall be at least one Business Day in a minimum amount advance of the Dollar Equivalent of $7,500,000 for Domestic Loans and $5,000,000 for Multicurrency Loans and in integral Dollar Equivalent multiples of $1,000,000 in excess of that amount proposed conversion/continuation date (or, in the case of continuations a conversion to a Base Rate Loan) or three Business Days in advance of Multicurrency Loansthe proposed conversion/continuation date (in the case of a conversion to, in such greater or lesser amounts as are as near to $5,000,000 or a multiple continuation of, a Eurodollar Rate Loan). A Notice of $1,000,000Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), as applicable(ii) the amount and Type of the Loan to be converted/continued, as reasonably practicable (iii) the nature of the proposed conversion/continuation and (iv) in light the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period. In lieu of delivering the above described Notice of Conversion/Continuation, the applicable Borrower may give Administrative Agent telephonic notice by the required time of any change proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the Spot Rate between the date proposed conversion/continuation date. Administrative Agent shall not incur any liability to any Loan Party in acting upon any telephonic notice referred to above which such Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower in connection with any telephonic notice referred to above or for otherwise acting in good faith under this subsection 2.2D and upon conversion/continuation by such continuation and the date of the Borrowing Agent in accordance with this Agreement pursuant to any telephonic notice, such Borrower shall have effected a conversion or any previous continuation thereofcontinuation, as the case may be), hereunder. Such minimum levels Except as provided in subsection 2.6D, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and upon delivering a Notice of Conversion/Continuation, the relevant Borrower, as the case may be, shall be bound to convert or continue in accordance therewith, unless such Borrower pays to Lenders such amounts as may be achieved due under the Domestic Facility by combining the Loans subsection 2.6E for failure of more than one Borrower being continued as a conversion to or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount continuation of any single Borrowing is Eurodollar Rate Loan to occur on the Dollar Equivalent date specified therefor in a Notice of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as Conversion/Continuation (or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000telephonic notice in lieu thereof).

Conversion or Continuation. (i) Each Domestic Borrower shall have the option (A) to convert at any time all or any part of its outstanding Floating Rate Loans (other than Swing Loans and Canadian Loans) to Fixed Rate Loans or denominated in the same Available Currency; (B) to convert all or any part of its outstanding Fixed Rate Loans having Interest Periods which expire on the same date to Floating Rate Loans denominated in the same currency on such expiration date; and each Borrower shall have the option or (C) to continue all or any part of its outstanding Fixed Rate Loans having Interest Periods which expire on the same date as Fixed Rate Loans denominated in the same currency, and the succeeding Interest Period of such continued Loans shall commence on such expiration date; provided, however, in each case, no such outstanding Loan may be continued as, or be converted into, a Fixed Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate any of the provisions of Section 4.02 or (ii) if an Event of Default or Default would occur or has occurred and is continuing. Any conversion into or continuation of Fixed Rate Loans under this Section 4.01(c) shall be in a minimum amount of $5,000,000 (or the Dollar Equivalent of $7,500,000 1,000,000 for Domestic Fixed Rate Loans and $5,000,000 for Multicurrency Loans denominated in an Optional Currency) and in integral Dollar Equivalent multiples of $1,000,000 (or approximately similar intervals in Optional Currencies) in excess of that amount (or, in the case of continuations of Multicurrency Loans, in such greater or lesser amounts as are as near to $5,000,000 or a multiple of $1,000,000, as applicable, as reasonably practicable in light of any change in the Spot Rate between the date of such continuation and the date of the Borrowing or any previous continuation thereof, as the case may be)amount. Such minimum levels may be achieved under the Domestic U.S. Facility by combining the Loans of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000.

Conversion or Continuation. (i) Each Domestic The Borrower shall have the option (A) to convert at any time all or any part of its outstanding Floating Base Rate Loans (other than Swing Loans) to Fixed Loans at the Offered Rate, Eurodollar Rate Loans or IBOR Rate Loans; (B) to convert all or any part of its outstanding Fixed Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Floating Base Rate Loans, Loans at the Offered Rate or IBOR Rate Loans on such expiration date; and each Borrower shall have (C) to convert all or any part of outstanding IBOR Rate Loans having IBOR Interest Periods which expire on the option same date to Base Rate Loans, Loans at the Offered Rate or Eurodollar Rate Loans on such expiration date; (D) to continue all or any part of its outstanding Fixed Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Fixed Eurodollar Rate Loans denominated in the same currencyLoans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; (E) to continue all or any part of outstanding IBOR Rate Loans having IBOR Interest Periods which expire on the same date as IBOR Rate Loans, and the succeeding IBOR Interest Period of such continued Loans shall commence on such expiration date; provided, however, in each case, no such outstanding Loan may be continued as, or be converted into, a Fixed Eurodollar Rate Loan or an IBOR Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate any of the provisions of Section 4.02 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Fixed Eurodollar Rate Loans or IBOR Rate Loans under this Section 4.01(c5.1(c) shall be in a minimum amount of the Dollar Equivalent of $7,500,000 for Domestic Loans and $5,000,000 for Multicurrency Loans 1,000,000 and in integral Dollar Equivalent multiples of $1,000,000 100,000 in excess of that amount (oramount, except in the case of continuations of Multicurrency Loans, in such greater or lesser amounts as are as near to $5,000,000 a conversion into or a multiple continuation of $1,000,000, as applicable, as reasonably practicable in light an entire Borrowing of any change in the Spot Rate between the date of such continuation and the date of the Borrowing or any previous continuation thereof, as the case may be). Such minimum levels may be achieved under the Domestic Facility by combining the Loans of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000Non Pro Rata Loans.

Conversion or Continuation. (ia) Each Domestic Borrower Subject to the provisions of SECTION 4.4, Borrowers shall have the option (Ai) to convert at any time all or any part of its outstanding Floating Loans equal to $100,000 and integral multiples of $100,000 in excess of that amount (or in such other amount as Lender shall permit as shall be evidenced by the conversion of such Loan by Lender) from a Prime Rate Loans Loan to a LIBOR Rate Loan for a specified Interest Period; (other than Swing Loans) to Fixed Rate Loans or (Bii) to convert all or any part of its outstanding Fixed Loans equal to $100,000 and integral multiples of $100,000 in excess of that amount (or in such other amount as Lender shall permit as shall be evidenced by the conversion of such Loan by Lender) from LIBOR Rate Loans having Interest Periods which expire on the same date to Floating Prime Rate Loans on such the expiration datedate of any Interest Period applicable thereto; and each Borrower shall have or (iii) upon the option expiration of the Interest Period with respect to any LIBOR Rate Loans, to continue all or any part portion of its outstanding Fixed such Loans equal to $100,000 and integral multiples of $100,000 in excess of that amount (or in such other amount as Lender shall permit as shall be evidenced by the continuation of such Loan by Lender) as LIBOR Rate Loans having for a specified Interest Periods which expire on the same date as Fixed Rate Loans denominated in the same currencyPeriod, and the succeeding Interest Period Period(s) of such continued Loans shall commence on such the expiration datedate of the Interest Period applicable thereto; providedPROVIDED, howeverthat, in each casenotwithstanding the foregoing, no such outstanding Loan may be continued as, or be converted into, a Fixed LIBOR Rate Loan (i) if the continuation ofpursuant to SECTION 4.4(h), or the conversion into, such Fixed Rate Loan would violate when any of the provisions of Section 4.02 or (ii) if an Event of Default or Unmatured Event of Default would occur or has occurred and is continuing. Any continuing and (ii) pursuant to SECTION 4.4(i), if, after giving effect to any such conversion into or continuation continuation, the aggregate outstanding principal amount of Fixed LIBOR Rate Loans under this Section 4.01(cwould exceed an amount equal to (x) shall be in a minimum the Adjusted Borrowing Base MINUS (y) the excess, if any, of the aggregate then outstanding principal amount of the Dollar Equivalent of $7,500,000 for Domestic Prime Rate Loans and $5,000,000 for Multicurrency Loans and LC Exposure over the Overadvance Amount in integral Dollar Equivalent multiples of $1,000,000 in excess of that amount (or, in the case of continuations of Multicurrency Loans, in effect at such greater or lesser amounts as are as near to $5,000,000 or a multiple of $1,000,000, as applicable, as reasonably practicable in light of any change in the Spot Rate between the date of such continuation and the date of the Borrowing or any previous continuation thereof, as the case may be). Such minimum levels may be achieved under the Domestic Facility by combining the Loans of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000time.