Common use of Conversions Clause in Contracts

Conversions. For Borrowings under the Revolver Facility, Term Loan A, or Term Loan B, Borrower may (a) convert a Eurodollar Rate Borrowing on the last day of an Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving notice (a "NOTICE OF CONVERSION," substantially in the form of EXHIBIT B-2) of such intent no later than 10:00 a.m. Dallas, 37 ▇▇▇▇▇▇/SYGNET OPERATING CREDIT AGREEMENT Texas time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 10:00 a.m. Dallas, Texas time one Business Day prior to the last day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); PROVIDED THAT, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 or a greater integral multiple of $1,000,000. Administrative Agent shall timely notify each Lender with respect to each Notice of Conversion. Absent Borrower's Notice of Conversion or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing, shall not be available during the occurrence of a Default or a Potential Default.

Conversions. For Borrowings under the Revolver Facility, Term Loan A, or Term Loan B, Borrower may (a) convert a Eurodollar Rate Borrowing on the last day of an the applicable Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving notice (a "NOTICE OF CONVERSION," substantially in the form of EXHIBIT B-2) Conversion Notice of such intent to Administrative Agent no later than 10:00 11:00 a.m. DallasAtlanta, 37 ▇▇▇▇▇▇/SYGNET OPERATING CREDIT AGREEMENT Texas Georgia time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 10:00 11:00 a.m. DallasAtlanta, Texas Georgia time one on the last Business Day prior to the last day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); PROVIDED THATprovided that, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 or a greater integral multiple of $1,000,0001,000,000 (or such lesser amount as may be outstanding under the Facility). Administrative Agent shall timely notify each Lender with respect to each Notice of ConversionConversion Notice. Absent Borrower's Conversion Notice of Conversion or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing, Borrowing shall not be available during the occurrence of if a Default or a Potential DefaultDefault has occurred and is continuing.

Conversions. For Borrowings under the Revolver Facility, Term Loan A, or Term Loan B, Borrower Borrowers may (a) convert a Eurodollar Rate Borrowing on the last day of an the applicable Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving notice (a "NOTICE OF CONVERSION," substantially in the form of EXHIBIT B-2) Conversion Notice of such intent to Administrative Agent no later than 10:00 11:00 a.m. Dallas, 37 ▇▇▇▇▇▇/SYGNET OPERATING CREDIT AGREEMENT Texas central time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 10:00 11:00 a.m. Dallas, Texas central time one Business Day prior to the last day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); PROVIDED THATprovided that, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 1,000,000 or a greater integral multiple of $1,000,000100,000 (or such lesser amount as may be outstanding). Administrative Agent shall timely notify each Lender Holder with respect to each Notice of ConversionConversion Notice. Absent Borrower's Borrowers' Conversion Notice of Conversion or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing, Borrowing shall not be available during the occurrence of a Default or a Potential Default.

Conversions. For Borrowings under the Revolver Facility, Term Loan A, or Term Loan B, Borrower may (a) convert a Eurodollar Rate Borrowing on the last day of an Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving notice (a "NOTICE OF CONVERSION," substantially in the form of EXHIBIT B-2B) of such intent no later than 10:00 a.m. Dallas, 37 ▇▇▇▇▇▇/SYGNET OPERATING CREDIT AGREEMENT Texas time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 10:00 a.m. Dallas, Texas time one Business Day prior to the last day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); PROVIDED THAT, provided that the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 10,000,000 or a greater integral multiple of $1,000,000. Administrative Agent shall timely notify each Facility B Lender with respect to each Notice of Conversion. Absent Borrower's Notice of Conversion or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing, shall not be available during the occurrence of a Default or a Potential Default.

Conversions. For Borrowings under the Revolver Facility, Term Loan A, or Term Loan B, Borrower may (a) convert a Eurodollar Rate Borrowing ----------- on the last day of an the applicable Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving notice (a "NOTICE OF CONVERSION," substantially in the form of EXHIBIT B-2) Conversion Notice of such intent to Administrative Agent no later than 10:00 a.m. Dallas, 37 ▇▇▇▇▇▇/SYGNET OPERATING CREDIT AGREEMENT Texas time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 10:00 a.m. Dallas, Texas time one Business Day prior to the last day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); PROVIDED THATprovided that, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 1,500,000 or a greater integral multiple of $1,000,000500,000 (or such lesser amount as may be outstanding under any Facility). Administrative Agent shall timely notify each Lender with respect to each Notice of ConversionConversion Notice. Absent Borrower's Conversion Notice of Conversion or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing, Borrowing shall not be available during the occurrence of a Default or a Potential Default.

Conversions. For Borrowings under the Revolver Facility, Term Loan A, or Term Loan B, Borrower may (a) convert a Eurodollar Rate Borrowing on the last day of an the applicable Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving notice (a "NOTICE OF CONVERSION," substantially in the form of EXHIBIT B-2) Conversion Notice of such intent to Administrative Agent no later than 10:00 a.m. Dallas, 37 ▇▇▇▇▇▇/SYGNET OPERATING CREDIT AGREEMENT Texas time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 10:00 a.m. Dallas, Texas time one Business Day prior to the last day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); PROVIDED THATprovided that, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 1,000,000 or a greater integral multiple of $1,000,000500,000 (or such lesser amount as may be outstanding). Administrative Agent shall timely notify each Lender with respect to each Notice of ConversionConversion Notice. Absent Borrower's Conversion Notice of Conversion or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing, Borrowing shall not be available during the occurrence of a Default or a Potential Default.

Conversions. For Borrowings under the Revolver Facility, Term Loan A, or Term Loan B, Borrower Borrowers may (a) convert a Eurodollar Rate Borrowing on the last day of an the applicable Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving notice (a "NOTICE OF CONVERSION," substantially in the form of EXHIBIT B-2) Conversion Notice of such intent to Administrative Agent no later than 10:00 a.m. 12:00 p.m. Dallas, 37 ▇▇▇▇▇▇/SYGNET OPERATING CREDIT AGREEMENT Texas time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 10:00 a.m. 12:00 p.m. Dallas, Texas time one Business Day prior to the last day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); PROVIDED THATprovided that, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 or a greater integral multiple of $1,000,0001,000,000 (or such lesser amount as may be outstanding). Administrative Agent shall timely notify each Lender with respect to each Notice of ConversionConversion Notice. Absent Borrower's Borrowers' Conversion Notice of Conversion or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing, Borrowing shall not be available during the occurrence of a Default or a Potential Default.

Conversions. For Borrowings under the Revolver Facility, Term Loan A, or Term Loan B, Borrower may (a) convert Convert a Eurodollar Rate Borrowing on the last day of an Interest Period to a Base Rate Borrowing, (b) convert Convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect Continue a Eurodollar Borrowing by electing a new Interest Period (in the case of a Eurodollar Rate Borrowing)Period, by giving notice (a "NOTICE OF CONVERSION," substantially in the form Notice of EXHIBIT B-2) of such intent Conversion no later than 10:00 a.m. 2:00 p.m. Dallas, 37 ▇▇▇▇▇▇/SYGNET OPERATING CREDIT AGREEMENT Texas time on the third (3rd) Business Day prior to the date of conversion Conversion or the last day of the Interest Period, as the case may be (in the case of a conversion Conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 10:00 11:00 a.m. Dallas, Texas time one Business Day prior to on the last day of the Interest Period (in the case of a conversion Conversion to a Base Rate Borrowing); PROVIDED THAT, THAT the principal amount converted Converted to, or continued Continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 or a greater integral multiple of $1,000,000. Administrative Agent shall timely notify each Lender with respect to each Notice of Conversion. Absent Borrower's Notice of Conversion or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted Converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued Continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted Converted to a Eurodollar Rate Borrowing, if (i) the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing, shall not be available during the occurrence of (ii) a Default or a Potential Defaultexists.

Conversions. For Borrowings under the Revolver Facility, Term Loan A, or Term Loan B, Borrower may (a) convert a Eurodollar Rate Borrowing on the last day of an the applicable Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving notice (a "NOTICE OF CONVERSION," substantially in the form of EXHIBIT B-2) Conversion Notice of such intent to Administrative Agent no later than 10:00 a.m. Dallas, 37 ▇▇▇▇▇▇/SYGNET OPERATING CREDIT AGREEMENT Texas time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 10:00 a.m. Dallas, Texas time one Business Day prior to the last day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); PROVIDED THATprovided that, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 7,000,000 or a greater integral multiple of $1,000,0001,000,000 (or such lesser amount as is outstanding under any Facility). Administrative Agent shall timely notify each Lender with respect to each Notice of ConversionConversion Notice. Absent Borrower's Conversion Notice of Conversion or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right Right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing, shall not be available during the occurrence of a Default or a Potential Default.. Credit Agreement 48

Conversions. For Borrowings under the Revolver Facility, Term Loan A, or Term Loan B, Borrower may (a) convert Convert a Eurodollar Rate Borrowing on the last day of an Interest Period to a Base Rate Borrowing, (b) convert Convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving notice (a "NOTICE OF CONVERSION," substantially in the form Notice of EXHIBIT B-2) of such intent Borrowing no later than 10:00 a.m. Dallas, 37 ▇▇▇▇▇▇/SYGNET OPERATING CREDIT AGREEMENT Texas time 1:00 p.m. on the third (3rd) Business Day prior to the date of conversion Conversion or the last day of the Interest Period, as the case may be (in the case of a conversion Conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 10:00 a.m. Dallas, Texas time 1:00 p.m. one (1) Business Day prior to the last day of the Interest Period (in the case of a conversion Conversion to a Base Rate Borrowing); PROVIDED THAT, provided that the principal amount converted Converted to, or continued Continued as, a Eurodollar Rate Borrowing shall be in an the amount not less than of $5,000,000 500,000 or a greater integral multiple of $1,000,000500,000. Administrative Agent shall timely notify each Lender with respect to each Notice of ConversionBorrowing. Absent Borrower's Notice of Conversion Borrowing or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted Converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued Continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted Converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing, shall not be available during the occurrence of a Default or a Potential Default.

Conversions. For Borrowings under the Revolver Facility, Term Loan A, or Term Loan B, Borrower may (a) convert a Eurodollar Rate Borrowing on the last day of an the applicable Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving notice (a "NOTICE OF CONVERSION," substantially in the form of EXHIBIT B-2) Conversion Notice of such intent to Administrative Agent no later than 10:00 a.m. Dallas, 37 ▇▇▇▇▇▇/SYGNET OPERATING CREDIT AGREEMENT Texas time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 10:00 a.m. Dallas, Texas time one Business Day prior to the last day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); PROVIDED THAT, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 7,000,000 or a greater integral multiple of $1,000,0001,000,000 (or such lesser amount as is outstanding under any Facility). Administrative Agent shall timely notify each Lender with respect to each Notice of ConversionConversion Notice. Absent Borrower's Conversion Notice of Conversion or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either EITHER made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right Right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing, shall not be available during the occurrence of a Default or a Potential Default.

Conversions. For Borrowings under the Revolver Facility, Term Loan A, or Term Loan B, Borrower The Company may (a) convert a Eurodollar Rate Borrowing on the last day of an Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving notice (a "NOTICE OF CONVERSION," substantially in the form of EXHIBIT B-2B) of such intent no later than 10:00 11:00 a.m. DallasNew York, 37 ▇▇▇▇▇▇/SYGNET OPERATING CREDIT AGREEMENT Texas New York, time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 10:00 11:00 a.m. DallasNew York, Texas New York time one Business Day prior to the last day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); PROVIDED THAT, provided that the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 or a greater integral multiple of $1,000,000. Administrative Agent shall timely notify each Lender with respect to each Notice of Conversion. Absent Borrowerthe Company's Notice of Conversion or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if (i) a Default has occurred and is continuing, or (ii) the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing, shall not be available during the occurrence of a Default or a Potential Default.

Conversions. For Borrowings under the Revolver Facility, Term Loan A, or Term Loan B, Borrower may (a) convert a Eurodollar Rate Borrowing on the last day of an the applicable Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving notice (a "NOTICE OF CONVERSION," substantially in the form of EXHIBIT B-2) Conversion Notice of such intent to Administrative Agent no later than 10:00 a.m. Dallas, 37 ▇▇▇▇▇▇/SYGNET OPERATING CREDIT AGREEMENT Texas time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 10:00 a.m. Dallas, Texas time one Business Day prior to the last day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); PROVIDED THAT, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 or a greater integral multiple of $1,000,0001,000,000 (or such lesser amount as may be outstanding under any Facility). Administrative Agent shall timely notify each Lender with respect to each Notice of ConversionConversion Notice. Absent Borrower's Conversion Notice of Conversion or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing, Borrowing shall not be available during the occurrence of a Default or a Potential Default.

Conversions. For Borrowings under the Revolver Facility, Term Loan A, or Term Loan B, Borrower may (a) convert a Eurodollar Rate Borrowing on the last day of an the applicable Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving notice (a "NOTICE OF CONVERSION," substantially in the form of EXHIBIT B-2) Conversion Notice of such intent to Administrative Agent no later than 10:00 a.m. Dallas, 37 ▇▇▇▇▇▇/SYGNET OPERATING CREDIT AGREEMENT Texas time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 10:00 a.m. Dallas, Texas time one on the last Business Day prior to the last day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); PROVIDED THATprovided that, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 or a greater integral multiple of $1,000,0001,000,000 (or such lesser amount as may be outstanding under the Facility). Administrative Agent shall timely notify each Lender with respect to each Notice of ConversionConversion Notice. Absent Borrower's Conversion Notice of Conversion or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing, Borrowing shall not be available during the occurrence of a Default or a Potential Default.

Conversions. For Restricted Borrowers (and with respect to Borrowings under the Revolver Facilityby Unrestricted Borrowers, Term Loan A, or Term Loan B, Borrower Unrestricted Borrowers and Restricted Borrowers) may (a) convert a Eurodollar Rate Borrowing on the last day of an the applicable Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving notice (a "NOTICE OF CONVERSION," substantially in the form of EXHIBIT B-2) Conversion Notice of such intent to Administrative Agent no later than 10:00 a.m. 11:00 a.m., Dallas, 37 ▇▇▇▇▇▇/SYGNET OPERATING CREDIT AGREEMENT Texas time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 10:00 a.m. 11:00 a.m., Dallas, Texas time one Business Day prior to the last day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); PROVIDED THATprovided that, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 10,000,000 or a greater integral multiple of $1,000,000500,000 (or such lesser amount as may be outstanding under any Facility). Administrative Agent shall timely notify each Lender with respect to each Notice of ConversionConversion Notice. Absent Borrower's Restricted Borrowers' (or with respect to Borrowings by Unrestricted Borrowers, Unrestricted Borrowers' and Restricted Borrowers') Conversion Notice of Conversion or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing, Borrowing shall not be available during the occurrence of a Default or a Potential Default.

Conversions. For Borrowings under the Revolver Facility, Term Loan A, or Term Loan B, Borrower The Borrowers may (a) convert a Eurodollar Rate Borrowing on the last day of an the applicable Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving notice (a "NOTICE OF CONVERSION," substantially in the form of EXHIBIT B-2) Conversion Notice of such intent to the Administrative Agent no later than 10:00 a.m. Dallas12:00 p.m., 37 ▇▇▇▇▇▇/SYGNET OPERATING CREDIT AGREEMENT Texas New York, New York time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 10:00 a.m. Dallas12:00 p.m., Texas New York, New York time one Business Day prior to the last day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); PROVIDED THATprovided that, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 10,000,000 or a greater integral multiple of $1,000,000500,000 (or such lesser amount as may be outstanding under any Facility or Discretionary Facility, as the case may be). The Administrative Agent shall timely notify each Lender with respect to each Notice of ConversionConversion Notice. Absent Borrower's the Borrowers' Conversion Notice of Conversion or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing, Borrowing shall not be available during the occurrence of a Default or a Potential Default.

Conversions. For Borrowings under the Revolver Facility, Term Loan A, or Term Loan B, Borrower may (a) convert a Eurodollar Rate Borrowing on the last day of an the applicable Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving notice (a "NOTICE OF CONVERSION," substantially in the form of EXHIBIT B-2) Conversion Notice of such intent to Administrative Agent no later than 10:00 a.m. Dallas12:00 noon Birmingham, 37 ▇▇▇▇▇▇/SYGNET OPERATING CREDIT AGREEMENT Texas Alabama time on the third second Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 10:00 a.m. Dallas12:00 noon Birmingham, Texas Alabama time one Business Day prior to the last day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); PROVIDED THATprovided that, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 1,000,000 or a greater integral multiple of $1,000,000100,000 (or such lesser amount as is outstanding under any Facility). Administrative Agent shall timely notify each Lender with respect to each Notice of ConversionConversion Notice. Absent Borrower's Conversion Notice of Conversion or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing, shall not be available during the occurrence of a Default or a Potential Default.Eurodollar

Conversions. For Borrowings under the Revolver Facility, Term Loan A, or Term Loan B, Borrower may (a) convert a Eurodollar Rate Borrowing on the last day of an the applicable Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving notice (a "NOTICE OF CONVERSION," substantially in the form of EXHIBIT B-2) of such intent Conversion Notice to Administrative Agent no later than 10:00 11:00 a.m. Dallas, 37 ▇▇▇▇▇▇/SYGNET OPERATING CREDIT AGREEMENT Texas time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest d-699365.10 34 CoorsTek Credit Agreement ------------------------- Period), and no later than 10:00 11:00 a.m. Dallas, Texas time one on the last Business Day prior to the last day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); PROVIDED THATprovided that, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 or a greater integral multiple of $1,000,0001,000,000 (or such lesser amount as may be outstanding under any Facility). Administrative Agent shall timely notify each Lender with respect to each Notice of ConversionConversion Notice. Absent Borrower's Conversion Notice of Conversion or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing, shall not be available during the occurrence of a Default or a Potential Default.

Conversions. For Borrowings under the Revolver Facility, Term Loan A, or Term Loan B, Borrower may (a) On the terms and subject to the conditions of this Agreement and provided that no Event of Default shall have occurred and be continuing, upon written notice to the Lender in substantially the form of EXHIBIT D attached hereto and made a part hereof (the "Notice of Conversion"), the Borrower may convert all or any portion not less than $500,000 of the Term Loan or any Working Capital Loan which is (i) a Eurodollar Rate Borrowing Loan to a Base Rate Loan upon expiration of the applicable Interest Period, (ii) continue any Eurodollar Rate Loan as a Eurodollar Rate Loan upon the expiration of the applicable Interest Period, or (iii) convert any Base Rate Loan to a Eurodollar Rate Loan at any time (any such date on which any Loan is to be converted being referred to herein as a "Conversion Date"). Such Notice of Conversion shall be delivered to the Lender prior to 1:00 p.m. (New York time) three (3) Business Days prior to the proposed Conversion Date if conversion to, or continuation of, a Eurodollar Rate Loan is requested, and prior to 11:00 a.m. (New York time) on the proposed Conversion Date if conversion to a Base Rate Loan is requested. Each proposed Conversion Date shall be a Business Day. (b) If the Borrower shall fail to give notice of the duration of the proposed Interest Period with respect to a proposed conversion of an outstanding Base Rate Loan or a continuation of a Eurodollar Rate Loan, the Borrower shall be deemed not to have elected to convert the Base Rate Loan or continue the Eurodollar Rate Loan. If the Borrower shall fail to give a timely and complete Notice of Conversion with respect to an outstanding Eurodollar Rate Loan in accordance with this Section 2.11, the Borrower shall be deemed to have elected to convert such outstanding Eurodollar Rate Loan to a Base Rate Loan on the last day of an the applicable Interest Period Period. (c) Any Notice of Conversion given or deemed to have been given pursuant to this Section 2.11 shall be irrevocable. (d) Each Eurodollar Rate Loan shall be converted to a Base Rate BorrowingLoan at the end of the then applicable Interest Period if (i) an Event of Default has occurred and is continuing, or (bii) convert a the Lender shall be unable to determine the Eurodollar Rate or shall have deemed the Eurodollar Rate to be inadequate or unfair (as provided in Section 2.3(b)). If the making or maintaining of Eurodollar Rate Loans shall be unlawful, impossible, inadequate or unfair (as provided in Section 2.3(b)), all Eurodollar Rate Loans then outstanding shall be converted into Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and Loans on either (ci) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving notice (a "NOTICE OF CONVERSION," substantially in the form of EXHIBIT B-2) of such intent no later than 10:00 a.m. Dallas, 37 ▇▇▇▇▇▇/SYGNET OPERATING CREDIT AGREEMENT Texas time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 10:00 a.m. Dallas, Texas time one Business Day prior to the last day of the Interest Period (in the case of a conversion or Interest Periods applicable to a Base Rate Borrowing); PROVIDED THAT, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 or a greater integral multiple of $1,000,000. Administrative Agent shall timely notify each Lender with respect to each Notice of Conversion. Absent Borrower's Notice of Conversion or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, such Loans if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing, shall not be available during the occurrence of a Default or a Potential Default.Lender may

Conversions. For Borrowings under Borrower may from time to time elect to designate all or any portion of the Revolver Facility, Term Loan A, outstanding Loans (whether Fluctuating Rate Loans or Term Loan Bexisting LIBOR Loans) as a "Tranche" which after such election shall consist of one or more outstanding Loans with an identical LIBOR Fixed Rate and LIBOR Interest Period. Without the consent of Lender, Borrower may (a) convert not make such an election during the continuance of a Eurodollar Rate Borrowing on the last day of an Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate BorrowingDefault hereunder, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving notice (a "NOTICE OF CONVERSION," substantially in the form of EXHIBIT B-2) of Borrower may make such intent no later than 10:00 a.m. Dallas, 37 ▇▇▇▇▇▇/SYGNET OPERATING CREDIT AGREEMENT Texas time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 10:00 a.m. Dallas, Texas time one Business Day prior to the last day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); PROVIDED THAT, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 or a greater integral multiple of $1,000,000. Administrative Agent shall timely notify each Lender with respect to each Notice of Conversion. Absent Borrower's Notice of Conversion an outstanding LIBOR Loan only if such election will take effect at or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as after the termination of the expiration of the LIBOR Interest Period applicable thereto. No Eurodollar Rate Borrowing may Each election by Borrower to designate a Tranche shall: (i) be either made or continued in writing by means of a Conversion Election Notice appropriately completed and executed by Borrower; (ii) specify the aggregate amount of the outstanding Line of Credit Loans which Borrower elects to designate as a Eurodollar Rate BorrowingTranche, the first day of the LIBOR Interest Period which is to apply thereto, and no Base Rate Borrowing the length of such LIBOR Interest Period; and (iii) be received by Lender not later than 10:00 a.m., Central time, three (3) Business Days prior the first day of the specified LIBOR Interest Period. Each Conversion Election Notice shall be irrevocable. Borrower may not make any conversion election which does not specify a LIBOR Interest Period complying with the definition of LIBOR Interest Period in Section 1 hereof, and the aggregate amount of the Tranche elected in any Conversion Election Notice must be converted in a minimum amount of $500,000.00 or an integral multiple of $100,000.00 in excess thereof. Each Tranche shall be deemed a LIBOR Loan and subject to a Eurodollar Rate Borrowing, if all provisions of this Agreement governing LIBOR Loans. If Borrower shall not have given notice in accordance with Section 2.1(d) of its election to refinance the interest rate Tranche prior to the end of the LIBOR Interest Period in effect for such Eurodollar Tranche, then Borrower shall (unless such Tranche is repaid at the end of such LIBOR Interest Period) be deemed to have given notice to Lender of an election to refinance such Tranche with a Fluctuating Rate Borrowing would exceed the Maximum Rate. The right Loan and shall thereafter be subject to convert from a Base all provisions of this Agreement governing Fluctuating Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing, shall not be available during the occurrence of a Default or a Potential DefaultLoans.

Conversions. For Borrowings under the Revolver Facility, Term Loan A, or Term Loan B, Borrower may (a) convert a Eurodollar Rate Borrowing on the last day of an the applicable Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving notice (a "NOTICE OF CONVERSION," substantially in the form of EXHIBIT B-2) of such intent Conversion Notice to Administrative Agent no later than 10:00 11:00 a.m. Dallas, 37 ▇▇▇▇▇▇/SYGNET OPERATING CREDIT AGREEMENT Texas time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 10:00 11:00 a.m. Dallas, Texas time one on the last Business Day prior to the last day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); PROVIDED THATprovided that, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 or a greater integral multiple of $1,000,0001,000,000 (or such lesser amount as may be outstanding under any Facility). Administrative Agent shall timely notify each Lender with respect to each Notice of ConversionConversion Notice. Absent Borrower's Conversion Notice of Conversion or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing, shall not be available during the occurrence of a Default or a Potential Default.