Common use of Competitive Bid Procedure Clause in Contracts

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall as soon as practicable notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each Bank may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Bank must be received by the Agent via telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the Agent shall notify the Bank making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or Loans that the Bank is willing to make to the Borrower, (y) the Competitive Bid Rate or Rates at which the Bank is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank shall elect not to make a Competitive Bid, such Bank shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank pursuant to this paragraph (b) shall be irrevocable. (c) The Agent shall as soon as practicable notify the Borrower by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank that made each bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall as soon as practicable promptly notify the Borrower of such rejection by telecopiertelecopy. Such request Each Competitive Bid Request shall in each case refer to this Agreement and specify (xw) whether the Borrowing then being requested is to be a Eurodollar Eurocurrency Borrowing or a Fixed Rate Borrowing, (yx) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 10,000,000 and in an integral multiple of $1,000,000, 5,000,000 and (zy) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in telecopy to the form set forth in Exhibit A-2 hereto) Lenders a Notice of Competitive Bid Request inviting the Banks Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid RequestLoans. (b) Each Bank Lender invited to bid may, in its sole discretion, make one or more Competitive Bids to the Applicable Borrower responsive to a such Borrower's Competitive Bid Request. Each Competitive Bid by a Bank Lender must be received by the Administrative Agent via telecopierby telecopy, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Eurocurrency Competitive BorrowingLoan, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple A Lender may submit multiple bids will be accepted by to the Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive BidAdministrative Agent, and the Administrative Agent shall notify the Bank Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrowerrequested) of the Competitive Loan or Loans that the Bank Lender is willing to make to the Borrowermake, (y) the Competitive Bid Rate or Rates at which the Bank Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank Lender invited to bid shall elect not to make a Competitive Bid, such Bank Lender shall so notify the Administrative Agent via telecopier by telecopy (I) in the case of Eurodollar Eurocurrency Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank Lender to give such notice shall not cause such Bank Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank Lender pursuant to this paragraph (b) shall be irrevocable. (c) The Administrative Agent shall as soon promptly as practicable notify the Borrower Borrower, by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowingtelecopy, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank Lender that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No CD Loan or ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall as soon as practicable promptly notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 25,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Banks Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each Bank Lender may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Bank Lender must be received by the Agent via telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the Agent shall notify the Bank Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or Loans that the Bank Lender is willing to make to the Borrower, (y) the Competitive Bid Rate or Rates at which the Bank Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank Lender shall elect not to make a Competitive Bid, such Bank Lender shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; providedPROVIDED, howeverHOWEVER, that failure by any Bank Lender to give such notice shall not cause such Bank Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank Lender pursuant to this paragraph (b) shall be irrevocable. (c) The Agent shall as soon as practicable promptly notify the Borrower by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank Lender that made each bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Competitive Bid referred to in paragraph (c) above (and the Competitive Bids accepted need not be in any minimum aggregate amount except as provided below in this paragraph). The Borrower shall notify the Agent by telephone, confirmed by telecopier in the form of a Competitive Bid Accept/Reject Letter in the format of Exhibit A-4, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above, (x) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (y) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; PROVIDED, HOWEVER, that (i) the failure by the Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (ii) the Borrower shall not accept a bid made at a particular Competitive Bid Rate if the Borrower has decided to reject a bid made at a lower Competitive Bid Rate, (iii) if the Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by the Borrower to exceed the amount that the Borrower desires to borrow, then the Borrower shall accept a portion of such bid or bids in an amount equal to the amount that the Borrower desires to borrow less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (iv) except pursuant to clause (iii) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; PROVIDED FURTHER, HOWEVER, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iii) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the Borrower. The Borrower may accept Competitive Bids in an aggregate principal amount in excess of the principal amount specified in the relevant Competitive Bid Request. A notice given by the Borrower in the form of a Competitive Bid Accept/Reject Letter pursuant to this paragraph (d) shall be irrevocable. (e) The Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate or Rates) by telecopy sent by the Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loans in respect of which its bid has been accepted. (f) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request. (g) If the Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the Agent pursuant to paragraph (b) above. (h) All notices required by this Section 2.03 shall be given in accordance with Section 9.01.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower Company shall hand deliver or telecopy to the Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 heretoA-1, to be received by the Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four five Business Days before a proposed Competitive Borrowing and (ii) in the case with respect to that portion of a Fixed such Competitive Bid Request which is for Competitive LIBO Rate Borrowing, not later than 10:00 a.m., New York City time, Loans or one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Borrowing with respect to that portion of such Competitive Bid RequestRequest which is for Competitive Fixed Rate Loans. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall as soon as practicable promptly notify the Borrower Company of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (yi) the date of such the requested Competitive Borrowing (which shall be a Business Day) and the aggregate principal amount thereof (which shall not be in a minimum principal amount of less than $5,000,000 10,000,000 or greater than the Total Commitment and in shall be an integral multiple of $1,000,000), and (zii) the Interest Period with respect thereto (which may not end after the Maturity Date)) and (iii) the type of the requested Competitive Borrowing. As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 heretoB) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the such Competitive Bid Request. (b) Each Bank may, in its sole discretion, make one or more a Competitive Bids Bid to the Borrower Company responsive to a the Competitive Bid Request. Each Competitive Bid by a Bank must be received by the Agent via telecopier, in the form of Exhibit A-3 C hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 10:00 a.m., New York City time, three Business Days before prior to the Business Day of a proposed Competitive Borrowing and (ii) in with respect to that portion of the case of a Fixed Competitive Bid which is for Competitive LIBO Rate Borrowing, not later than 9:30 a.m., New York City time, Loans or on the day Business Day of a proposed Competitive Borrowing. Multiple bids will be accepted by Borrowing with respect to that portion of the AgentCompetitive Bid which is for Competitive Fixed Rate Loans. Competitive Bids that do not conform substantially to the format of Exhibit A-3 C may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive BidCompany, and the Agent shall notify the Bank making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (xi) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal (but not exceed) the entire principal amount of the Competitive Borrowing requested by the BorrowerCompany) of the Competitive Loan or Loans of the applicable type that the Bank is willing to make to the Borrower, Company and (yii) the Competitive Bid Rate or Rates (to the nearest 1/10,000 of 1%) at which the Bank is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank shall elect not to make a Competitive Bid, such Bank shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Competitive Loan as part of such Competitive BorrowingLoan. A Competitive Bid submitted by a Bank pursuant to this paragraph (b) shall be irrevocable. (c) The Agent shall as soon as practicable promptly notify the Borrower Company by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank that made each bid. The Agent shall send a copy of all Competitive Bids to the Borrower Company for its records as soon as practicable after completion of the bidding process set forth in this Section 2.032.02. (d) The Company may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Competitive Bid referred to in paragraph (c) above. The Company shall notify the Agent by telecopier whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above, not later than 11:00 a.m., New York City time, on the Business Day on which such Competitive Bids were due in accordance with Section 2.02(b); provided, however, that (i) the failure by the Company to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (ii) the Company shall not accept a bid made at a particular Competitive Bid Rate if the Company has decided to reject a bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Company shall not exceed the principal amount specified in the Competitive Bid Request for Competitive Loans of the applicable type, (iv) if the Company shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by the Company to exceed the amount specified in the Competitive Bid Request for Competitive Loans of the applicable type, then the Company shall (notwithstanding the minimum bid acceptance amount required by clause (vi) below) accept a portion of such bid or bids in an aggregate amount equal to the amount specified in the Competitive Bid Request for Competitive Loans of the applicable type; (v) if the Company shall accept bids made at a particular Competitive Bid Rate but shall be restricted by other conditions hereof from borrowing the principal amount of Competitive Loans specified in the Competitive Bid Request in respect of which bids at such Competitive Bid Rate have been made or if the Company shall accept bids made at a particular Competitive Bid Rate but the aggregate amount of bids made at such rate shall exceed the amount specified in the Competitive Bid Request for Competitive Loans of the applicable type, then the Company shall accept a pro rata portion of each bid made at such Competitive Bid Rate aggregating the portion of Competitive Loans with respect to which bids at such rate have been received; provided, however, that if the available principal amount of Competitive Loans to be so allocated is not sufficient to enable Competitive Loans to be so allocated to each such Bank in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000, the Company shall select the Banks to be allocated such Competitive Loans in a principal amount of $5,000,000, but may round allocations up to the next higher multiple of $1,000,000 if necessary; and (vi) except as provided in clauses (iv) and (v) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000 and is part of a Competitive Borrowing in a minimum principal amount of $10,000,000. A notice given by the Company pursuant to this paragraph (d) shall be irrevocable. (e) The Agent shall promptly notify each bidding Bank whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopier sent by the Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) A Competitive Bid Request shall not be made within five Business Days of the date of any other Competitive Bid Request, unless the Company and the Agent shall mutually agree otherwise. (g) If the Agent shall elect to submit a Competitive Bid in its capacity as a Bank, it shall submit such bid directly to the Company at least one quarter of an hour earlier than the latest time at which the other Banks are required to submit their bids to the Agent pursuant to paragraph (b) above. (h) All notices required by this Section 2.02 and by Section 2.03 shall be given in accordance with Section 9.01.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No CD Loan or ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall as soon as practicable promptly notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 25,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Banks Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each Bank Lender may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Bank Lender must be received by the Agent via telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the Agent shall notify the Bank Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or Loans that the Bank Lender is willing to make to the Borrower, (y) the Competitive Bid Rate or Rates at which the Bank Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank Lender shall elect not to make a Competitive Bid, such Bank Lender shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; providedPROVIDED, howeverHOWEVER, that failure by any Bank Lender to give such notice shall not cause such Bank Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank Lender pursuant to this paragraph (b) shall be irrevocable. (c) The Agent shall as soon as practicable promptly notify the Borrower by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank Lender that made each bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Competitive Bid referred to in paragraph (c) above (and the Competitive Bids accepted need not be in any minimum aggregate amount except as provided below in this paragraph). The Borrower shall notify the Agent by telephone, confirmed by telecopier in the form of a Competitive Bid Accept/Reject Letter in the format of Exhibit A-4, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above, (x) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (y) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; PROVIDED, HOWEVER, that (i) the failure by the Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (ii) the Borrower shall not accept a bid made at a particular Competitive Bid Rate if the Borrower has decided to reject a bid made at a lower Competitive Bid Rate, (iii) if the Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by the Borrower to exceed the amount that the Borrower desires to borrow, then the Borrower shall accept a portion of such bid or bids in an amount equal to the amount that the Borrower desires to borrow less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (iv) except pursuant to clause (iii) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; PROVIDED FURTHER, HOWEVER, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iii) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the Borrower. The Borrower may accept Competitive Bids in an aggregate principal amount in excess of the principal amount specified in the relevant Competitive Bid Request. A notice given by the Borrower in the form of a Competitive Bid Accept/Reject Letter pursuant to this paragraph (d) shall be irrevocable. (e) The Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate or Rates) by telecopy sent by the Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loans in respect of which its Competitive Bid has been accepted. (f) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request. (g) If the Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their Competitive Bids to the Agent pursuant to paragraph (b) above. (h) All notices required by this Section 2.03 shall be given in accordance with Section 9.01.

Competitive Bid Procedure. (a) In order to request -------------------------- Competitive Bids, the a Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Administrative Agent (i) in the case of a Eurodollar Competitive Borrowing or a CD Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may shall be rejected in the Agent's sole discretion, and the Administrative Agent shall as soon as practicable promptly notify the appropriate Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether that the Borrowing then being requested is to be a Eurodollar Borrowing, a CD Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof (which shall be be, subject to the third sentence of Section 2.02(a), in a minimum principal amount of $5,000,000 25,000,000 and in an integral multiple of $1,000,000, 5,000,000 and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Banks Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each Bank The Administrative Agent may, in its sole discretion, make one or more Competitive Bids to the appropriate Borrower responsive to a such Borrower's Competitive Bid Request. Each Competitive Bid by a Bank the Administrative Agent must be received by submitted to the Agent Borrower via telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing or CD Borrowing, not later than 9:30 8:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 8:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Each Lender may, in its sole discretion, make one or more Competitive Bids to the appropriate Borrower responsive to such Borrower's Competitive Bid Request. Each Competitive Bid by a Lender must be received by the Administrative Agent via telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Borrowing or CD Borrowing, not later than 9:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:00 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Administrative Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of requesting such Competitive BidBids, and the Administrative Agent shall notify the Bank Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may 5,000,000 (unless such principal amount shall equal the entire principal amount of the Competitive Borrowing requested by the such Borrower) and which may equal such entire principal amount) of the Competitive Loan or Loans that the Bank Lender is willing to make to the BorrowerBorrower requesting such Competitive Bid, (y) the Competitive Bid Rate or Rates at which the Bank Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank Lender shall elect not to make a Competitive Bid, such Bank Lender shall so notify the Administrative Agent via telecopier (IA) in the case of a Eurodollar Competitive LoansBorrowing or a CD Borrowing, not later than 9:30 9:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, Borrowing and (IIB) in the case of a Fixed Rate LoansBorrowing, not later than 9:30 9:00 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank Lender to give such notice -------- ------- shall not cause such Bank Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank Lender pursuant to this paragraph (b) shall be irrevocable. (c) The Administrative Agent shall as soon as practicable notify the appropriate Borrower by telecopier not later than (i) in the case of a Eurodollar Competitive LoansBorrowing or a CD Borrowing, not later than 10:00 a.m., New York City time, three Business Days before a the proposed Competitive Borrowing, Borrowing and (ii) in the case of a Fixed Rate LoansBorrowing, not later than 10:00 a.m., New York City time, on the day of a the proposed Competitive Borrowing, Borrowing of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank Lender that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the such Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) The appropriate Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d) and paragraph (h) below, accept or reject any Competitive Bid referred to in paragraph (c) above. Such Borrower shall notify the Administrative Agent by telecopier not later than (i) in the case of a Eurodollar Borrowing or a CD Borrowing, 11:30 a.m., New York City time, three Business Days before the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 11:30 a.m., New York City time, on the day of the proposed Competitive Borrowing whether and to what extent it has decided to accept or reject any or all of the bids referred to in paragraph (c) above; provided, however, that (v) the failure by such Borrower to -------- ------- give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (w) such Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (x) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the related Competitive Bid Request, (y) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by such Borrower to exceed the amount specified in the related Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the related Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (z) except pursuant to clause (y) above, no bid shall be accepted for a Competitive Loan unless the principal amount of such Competitive Loan is in an integral multiple of $5,000,000 or is equal to the entire principal amount of the Competitive Borrowing being requested by such Borrower; provided further, -------- ------- however, that if a Competitive Loan must be in an amount less than $5,000,000 ------- because of the provisions of clause (y) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (y) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of such Borrower. A notice given pursuant to this paragraph (d) by the appropriate Borrower shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopier sent by the Administrative Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) The Borrowers shall not make more than 10 Competitive Bid Requests during any 30-day period. (g) All notices required by this Section 2.03 shall be given in accordance with Section 9.01. (h) At no time shall the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed the Total Commitment in effect at such time. (i) The Administrative Agent shall hold in confidence each Competitive Bid received by the Administrative Agent until such Competitive Bid has been disclosed to the appropriate Borrower pursuant to paragraph (d) above.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the The Agent shall as soon as practicable notify the Borrower Lenders of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable after its receipt of a Competitive Bid Request that is not rejected as aforesaidby 12:00 noon, Pittsburgh, Pennsylvania, time, on the Agent shall date of receipt of the applicable Competitive Bid Request and the contents thereof and invite by telecopier (the Lenders to submit Competitive Bids in response thereto pursuant to the form of the Invitation for Competitive Bid Quotes attached hereto in the form set forth in of Exhibit A-2 hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) H. Each Bank Lender may, in its sole discretion, make one or more up to two (2) Competitive Bids to the Borrower responsive in response to a Competitive Bid Request. Each Competitive Bid by a Bank must be in the form of the Competitive Bid Quote attached hereto in the form of Exhibit I and must be received by the Agent via telecopiernot earlier than 9:00 a.m., in the form of Exhibit A-3 heretoPittsburgh, (i) in the case of a Eurodollar Competitive BorrowingPennsylvania, time, and not later than 9:30 a.m., New York City Pittsburgh, Pennsylvania, time, three (3) Business Days before prior to the proposed date of the requested Competitive Bid Loan; provided, however, that should the Agent, in its capacity as a proposed Lender, desire to submit a Competitive Borrowing Bid, it shall notify the Borrower of its Competitive Bid and (ii) in the case of a Fixed Rate Borrowing, terms thereof not later than 9:30 8:30 a.m., New York City Pittsburgh, Pennsylvania, time, on the day specified for submitting Competitive Bids. A Lender may offer to make all or part of a proposed the requested Competitive Borrowing. Multiple bids will be accepted by the Agent. Bid Loan and may submit up to two (2) Competitive Bids that do not conform substantially in response to a Competitive Bid Request. Any Competitive Bid must specify (A) the format of Exhibit A-3 may be rejected by particular Competitive Bid Request as to which the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent Competitive Bid is submitted and the Borrower to occur as soon as practicable following the receipt by the Agent proposed date of such Competitive BidBid Loan, and the Agent shall notify the Bank making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (xB) the principal amount (which shall be in a minimum principal amount of not less than $5,000,000 and in an integral multiple multiples of $1,000,000 and which may equal 100,000 in excess thereof or greater than the entire principal amount of the Competitive Borrowing requested by the BorrowerBid Loan requested) of the requested Competitive Bid Loan or Loans that as to which the Bank Lender is willing to make to the Borrowermake, (yC) the Competitive LIBOR Bid Rate or Rates at which the Bank is prepared to make the Competitive Loan or Loans Margin offered and (z) the Interest Period applicable thereto. Subject to Sections 3.1 and the last day thereof. If any Bank shall elect not to make 3.5, a Competitive Bid, such Bank shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank pursuant to this paragraph (b) Lender in accordance with the provisions hereof shall be irrevocable. . Any Competitive Bid shall be disregarded if it (c1) The Agent shall as soon as practicable notify is received after the Borrower by telecopier applicable time specified above, (i2) is not substantially in the case form of Eurodollar a Competitive LoansBid as specified herein, (3) contains qualifying, conditional or similar language, (4) proposes terms other than or in addition to those set forth in the applicable Competitive Bid Request, or (5) is otherwise not responsive to such Competitive Bid Request. Any Lender may correct a Competitive Bid containing a manifest error by submitting a corrected Competitive Bid (identified as such) not later than 10:00 a.m., New York City time, three Business Days before a proposed the applicable time requested for submission of Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day Bids. Any such submission of a proposed corrected Competitive Borrowing, Bid shall constitute a revocation of all the Competitive Bids made, the Competitive Bid Rate and that contained the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank that made each bidmanifest error. The Agent may, but shall send a copy not be required to, notify any Lender of all any manifest error it detects in such Lender’s Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03Bid.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the The Agent shall as soon as practicable notify the Borrower Lenders of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable after its receipt of a Competitive Bid Request that is not rejected as aforesaidby 12:00 noon, Pittsburgh, Pennsylvania, time, on the Agent shall date of receipt of the applicable Competitive Bid Request and the contents thereof and invite by telecopier (the Lenders to submit Competitive Bids in response thereto pursuant to the form of the Invitation for Competitive Bid Quotes attached hereto in the form set forth in of Exhibit A-2 hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) H. Each Bank Lender may, in its sole discretion, make one or more up to two (2) Competitive Bids to the Borrower responsive in response to a Competitive Bid Request. Each Competitive Bid by a Bank must be in the form of the Competitive Bid Quote attached hereto in the form of Exhibit I and must be received by the Agent via telecopiernot earlier than 9:00 a.m., in the form of Exhibit A-3 heretoPittsburgh, (i) in the case of a Eurodollar Competitive BorrowingPennsylvania, time, and not later than 9:30 a.m., New York City Pittsburgh, Pennsylvania, time, three (3) Business Days before prior to the proposed date of the requested Competitive Bid Loan; provided, however, that should the Agent, in its capacity as a proposed Lender, desire to submit a Competitive Borrowing Bid, it shall notify the Borrower of its Competitive Bid and (ii) in the case of a Fixed Rate Borrowing, terms thereof not later than 9:30 8:30 a.m., New York City Pittsburgh, Pennsylvania, time, on the day specified for submitting Competitive Bids. A Lender may offer to make all or part of a proposed the requested Competitive Borrowing. Multiple bids will be accepted by the Agent. Bid Loan and may submit up to two (2) Competitive Bids that do not conform substantially in response to a Competitive Bid Request. Any Competitive Bid must specify (A) the format of Exhibit A-3 may be rejected by particular Competitive Bid Request as to which the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent Competitive Bid is submitted and the Borrower to occur as soon as practicable following the receipt by the Agent proposed date of such Competitive BidBid Loan, and the Agent shall notify the Bank making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (xB) the principal amount (which shall be in a minimum principal amount of not less than $5,000,000 and in an integral multiple multiples of $1,000,000 and which may equal 100,000 in excess thereof or greater than the entire principal amount of the Competitive Borrowing requested by the BorrowerBid Loan requested) of the requested Competitive Bid Loan or Loans that as to which the Bank Lender is willing to make to the Borrowermake, (yC) the Competitive Eurodollar Bid Rate or Rates at which the Bank is prepared to make the Competitive Loan or Loans Margin offered and (z) the Interest Period applicable thereto. Subject to Sections 3.1 and the last day thereof. If any Bank shall elect not to make 3.5, a Competitive Bid, such Bank shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank pursuant to this paragraph (b) Lender in accordance with the provisions hereof shall be irrevocable. . Any Competitive Bid shall be disregarded if it (c1) The Agent shall as soon as practicable notify is received after the Borrower by telecopier applicable time specified above, (i2) is not substantially in the case form of Eurodollar a Competitive LoansBid as specified herein, (3) contains qualifying, conditional or similar language, (4) proposes terms other than or in addition to those set forth in the applicable Competitive Bid Request, or (5) is otherwise not responsive to such Competitive Bid Request. Any Lender may correct a Competitive Bid containing a manifest error by submitting a corrected Competitive Bid (identified as such) not later than 10:00 a.m., New York City time, three Business Days before a proposed the applicable time requested for submission of Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day Bids. Any such submission of a proposed corrected Competitive Borrowing, Bid shall constitute a revocation of all the Competitive Bids made, the Competitive Bid Rate and that contained the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank that made each bidmanifest error. The Agent may, but shall send a copy not be required to, notify any Lender of all any manifest error it detects in such Lender's Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03Bid.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's ’s sole discretion, and the Agent shall as soon as practicable notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each Bank may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Bank must be received by the Agent via telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the Agent shall notify the Bank making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or Loans that the Bank is willing to make to the Borrower, (y) the Competitive Bid Rate or Rates at which the Bank is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank shall elect not to make a Competitive Bid, such Bank shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank pursuant to this paragraph (b) shall be irrevocable. (c) The Agent shall as soon as practicable notify the Borrower by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank that made each bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Competitive Bid referred to in paragraph (c) above. The Borrower shall notify the Agent by telephone, confirmed by telecopier in the form of a Competitive Bid Accept/Reject Letter in the form of Exhibit A-4, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above, (x) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (y) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by the Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (ii) the Borrower shall not accept a bid made at a particular Competitive Bid Rate if the Borrower has decided to reject an unrestricted bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (iv) if the Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by the Borrower to exceed the amount specified in the Competitive Bid Request, then the Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (v) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided, further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the Borrower. A notice given by the Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The Agent shall promptly notify each bidding Bank (i) in the case of Eurodollar Competitive Loans, not later than 11:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 11:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopy sent by the Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request. (g) If the Agent shall elect to submit a Competitive Bid in its capacity as a Bank, it shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Banks are required to submit their bids to the Agent pursuant to paragraph (b) above. (h) All Notices required by this Section 2.03 shall be given in accordance with Section 9.01.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No CD Loan or ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall as soon as practicable promptly notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 25,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Banks Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each Bank Lender may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Bank Lender must be received by the Agent via telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the Agent shall notify the Bank Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or Loans that the Bank Lender is willing to make to the Borrower, (y) the Competitive Bid Rate or Rates at which the Bank Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank Lender shall elect not to make a Competitive Bid, such Bank Lender shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank Lender to give such notice shall not cause such Bank Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank Lender pursuant to this paragraph (b) shall be irrevocable. (c) The Agent shall as soon as practicable promptly notify the Borrower by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank Lender that made each bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Competitive Bid referred to in paragraph (c) above (and the Competitive Bids accepted need not be in any minimum aggregate amount except as provided below in this paragraph). The Borrower shall notify the Agent by telephone, confirmed by telecopier in the form of a Competitive Bid Accept/Reject Letter in the format of Exhibit A-4, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above, (x) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (y) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by the Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (ii) the Borrower shall not accept a bid made at a particular Competitive Bid Rate if the Borrower has decided to reject a bid made at a lower Competitive Bid Rate, (iii) if the Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by the Borrower to exceed the amount that the Borrower desires to borrow, then the Borrower shall accept a portion of such bid or bids in an amount equal to the amount that the Borrower desires to borrow less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (iv) except pursuant to clause (iii) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iii) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the Borrower. The Borrower may accept Competitive Bids in an aggregate principal amount in excess of the principal amount specified in the relevant Competitive Bid Request. A notice given by the Borrower in the form of a Competitive Bid Accept/Reject Letter pursuant to this paragraph (d) shall be irrevocable. (e) The Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate or Rates) by telecopy sent by the Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loans in respect of which its Competitive Bid has been accepted. (f) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request. (g) If the Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their Competitive Bids to the Agent pursuant to paragraph (b) above. (h) All notices required by this Section 2.03 shall be given in accordance with Section 9.01.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the a Borrower shall hand deliver or telecopy to the CAF Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the CAF Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall as soon as practicable notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.four (b) Each Bank Lender invited to bid may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to a such Borrower's Competitive Bid Request. Each Competitive Bid by a Bank Lender must be received by the CAF Agent via telecopierby telecopy, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (iii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the CAF Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive BidCAF Agent, and the CAF Agent shall notify the Bank Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the applicable Borrower) of the Competitive Loan or Loans that the Bank Lender is willing to make to the such Borrower, (y) the Competitive Bid Rate or Rates at which the Bank Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank Lender invited to bid shall elect not to make a Competitive Bid, such Bank Lender shall so notify the CAF Agent via telecopier by telecopy (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank Lender to give such notice shall not cause such Bank Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank Lender pursuant to this paragraph (b) shall be irrevocable. (c) The CAF Agent shall as soon as practicable notify the Borrower by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowingtelecopy, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a such Competitive Bid was made and the identity of the Bank Lender that made each such bid. The Agent shall send a copy (d) A Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any or all Competitive Bids referred to in paragraph (c) above. Such Borrower shall notify the CAF Agent by telephone, confirmed by telecopy in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above by (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (i) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by such Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (i) such Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (i) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (i) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by such Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (i) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the applicable Borrower. A notice given by a Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The CAF Agent shall promptly notify each bidding Lender (and the Administrative Agent), by telecopy, whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would not be met. (g) If either the Administrative Agent or CAF Agent shall elect to submit a Competitive Bid in its capacity as a Lender, such party shall submit such bid directly to the Borrower for its records as soon as practicable after completion one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the CAF Agent pursuant to paragraph (b) above. (h) Each of the bidding process set forth in Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.032.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section 8.01. (i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower Company shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 heretoRequest, to be received by the Administrative Agent (i) in the case of a Eurodollar Competitive BorrowingLoans, not later than 10:00 a.m., New York City time, four Business Days before the Borrowing Date specified for a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate BorrowingLoans, not later than 10:00 a.m., New York City time, one Business Day before the Borrowing Date specified for a proposed Competitive Borrowing. No ABR Alternate Base Loan shall be requested in, or or, except pursuant to Section 2.14, made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in at the Administrative Agent's ’s sole discretion, and the Administrative Agent shall as soon as practicable promptly notify the Borrower Company of such rejection by telecopier. Such request Each Competitive Bid Request shall in each case refer to this Agreement and specify (x) whether the Borrowing Competitive Loans then being requested is are to be a Eurodollar Borrowing Loans or a Fixed Rate BorrowingLoans, (y) the date Borrowing Date of such Borrowing Competitive Loans (which shall be a Business Day) and the aggregate principal amount thereof (which shall not be in a minimum principal amount of less than $5,000,000 10,000,000 or greater than the unused Total Commitment on such Borrowing Date and in shall be an integral multiple of $1,000,000), and (z) the Interest Period with respect thereto (which may not end after the Maturity Termination Date). As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (substantially in the form set forth in Exhibit A-2 B hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the such Competitive Bid Request. (b) Each Bank may, in its sole discretion, make one or more Competitive Bids to the Borrower Company responsive to a each Competitive Bid Request. Each Competitive Bid by a Bank must be received by the Administrative Agent via telecopier, substantially in the form of Exhibit A-3 C hereto, (i) in the case of a Eurodollar Competitive BorrowingLoans, not later than 9:30 10:00 a.m., New York City time, three Business Days before the Borrowing Date specified for a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate BorrowingLoans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 C may be rejected by the Administrative Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive BidCompany, and the Administrative Agent shall notify the non-conforming Bank making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) specify the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the BorrowerCompany) of the Competitive Loan or Loans that the Bank is willing to make to the BorrowerCompany, (y) specify the Competitive Bid Rate or Rates Rate(s) at which the Bank is prepared to make the Competitive Loan or Loans and (z) confirm the Interest Period and with respect thereto specified by the last day thereof. If any Bank shall elect not to make a Company in its Competitive Bid, such Bank shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Competitive Loan as part of such Competitive BorrowingBid Request. A Competitive Bid submitted by a Bank pursuant to this paragraph (b) shall be irrevocable. (c) The Administrative Agent shall as soon as practicable promptly notify the Borrower Company by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the Borrower Company for its records as soon as practicable after completion of the bidding process set forth in this Section 2.032.2. (d) The Company may in its sole and absolute discretion, subject only to the provisions of this Section 2.2(d), accept or reject any or all of the Competitive Bids referred to in paragraph (c) above; provided, however, that the aggregate amount of the Competitive Bids so accepted by the Company may not exceed the principal amount of the Competitive Borrowing requested by the Company. The Company shall notify the Administrative Agent by telecopier whether and to what extent it has decided to accept or reject any or all of the bids referred to in paragraph (c) above, (i) in the case of Eurodollar Loans, not later than 12:00 noon, New York City time, three Business Days before the Borrowing Date specified for a proposed Competitive Borrowing and (ii) in the case of Fixed Rate Loans, not later than 10:30 a.m., New York City time, on the day specified for a proposed Competitive Borrowing; provided, however, that (w) the failure by the Company to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (x) the Company shall not accept a bid made at a particular Competitive Bid Rate if the Company has decided to reject a bid made at a lower Competitive Bid Rate, (y) if the Company shall accept bids made at a particular Competitive Bid Rate but shall be restricted by other conditions hereof from borrowing the full principal amount of Competitive Loans in respect of which bids at such Competitive Bid Rate have been made or shall not require the full amount offered thereby, then the Company shall accept a pro rata portion of each bid made at such Competitive Bid Rate based as nearly as possible on the respective principal amounts of Competitive Loans for which such bids were made and (z) no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000. Notwithstanding the foregoing clause (z), if it is necessary for the Company to accept a pro rata allocation of the bids made in response to a Competitive Bid Request (whether pursuant to the events specified in clause (y) above or otherwise) and the available principal amount of Competitive Loans to be allocated among the Banks is not sufficient to enable Competitive Loans to be allocated to each Bank in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000, then the Company shall select the Banks to be allocated such Competitive Loans and shall round allocations up or down to the next higher or lower multiple of $500,000 as it shall deem appropriate. A notice given by the Company pursuant to this paragraph (d) shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Bank whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopier, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. After completing the notifications referred to in the immediately preceding sentence, the Administrative Agent shall notify each Bank of the aggregate principal amount of all Competitive Bids accepted. (f) Upon receipt from the Administrative Agent of the LIBO Rate applicable to any Eurodollar Loan to be made by any Bank pursuant to a Competitive Bid that has been accepted by the Company pursuant to Section 2.2(d), the Administrative Agent shall notify such Bank of (i) the applicable LIBO Rate and (ii) the sum of the applicable LIBO Rate plus the Margin bid by such Bank. (g) No Competitive Bid Request shall be made within five Business Days of the date of any other Competitive Bid Request, unless the Company and the Administrative Agent shall mutually agree otherwise. (h) If the Administrative Agent shall at any time have a Commitment hereunder and shall elect to submit a Competitive Bid in its capacity as a Bank, it shall submit such bid directly to the Company one quarter of an hour earlier than the latest time at which the other Banks are required to submit their bids to the Administrative Agent pursuant to paragraph (b) above. (i) All notices required by this Section 2.2 shall be made in accordance with Section 9.2.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the a Borrower shall hand deliver or telecopy to the CAF Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the CAF Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the CAF Agent's sole discretion, and the CAF Agent shall as soon as practicable promptly notify the Borrower of such rejection by telecopiertelecopy. Such request Each Competitive Bid Request shall in each case refer to this Agreement and specify (xw) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (yx) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (zy) the Interest Period with respect thereto (which may not end after the earlier to occur of the last day of the Revolving Period and the Maturity Date). As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the CAF Agent shall invite by telecopier (telecopy to each Lender a Notice of Competitive Bid Request in the form set forth in of Exhibit A-2 hereto) inviting the Banks Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid RequestLoans. (b) Each Bank Lender invited to bid may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to a such Borrower's Competitive Bid Request. Each Competitive Bid by a Bank Lender must be received by the CAF Agent via telecopierby telecopy, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the CAF Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive BidCAF Agent, and the CAF Agent shall notify the Bank Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the applicable Borrower) of the Competitive Loan or Loans that the Bank Lender is willing to make to the such Borrower, (y) the Competitive Bid Rate or Rates at which the Bank Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank Lender invited to bid shall elect not to make a Competitive Bid, such Bank Lender shall so notify the CAF Agent via telecopier by telecopy (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank Lender to give such notice shall not cause such Bank Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank Lender pursuant to this paragraph (b) shall be irrevocable. (c) The CAF Agent shall as soon as practicable notify the Borrower by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowingtelecopy, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a such Competitive Bid was made and the identity of the Bank Lender that made each bidsuch bid by (i)in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing. The CAF Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after the completion of the bidding process set forth in this Section 2.03. (d) A Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any or all Competitive Bids referred to in paragraph (c) above. Such Borrower shall notify the CAF Agent by telephone, confirmed by telecopy in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above by (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by such Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (ii) such Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (iv) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by such Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (v) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the applicable Borrower. A notice given by a Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The CAF Agent shall promptly notify each bidding Lender (and the Administrative Agent), by telecopy, whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto any of the conditions set forth in clauses (i) through (iv) of Section 2.01 would not be met. (g) If either the Administrative Agent or CAF Agent shall elect to submit a Competitive Bid in its capacity as a Lender, such party shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the CAF Agent pursuant to paragraph (b) above. (h) Each of the Borrowers and the CAF Agent shall deliver to the Administrative Agent by telecopy copies of all notices delivered by it pursuant to this Section 2.03 at the same times such notices are delivered hereunder. All notices required by this Section 2.03 shall be given in accordance with Section 8.01. (i) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid which was accepted by a Borrower pursuant to paragraph (d) above. (j) Notwithstanding any provision in this Agreement to the contrary, no Competitive Borrowing shall be made or requested after the last day of the Revolving Period.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver deliver, telex or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 heretoRequest, to be received by the Administrative Agent not later than 12:00 noon (iDallas, Texas time), three (3) Domestic Business Days (in the case of a any request for Competitive Bid Fixed Rate Loans) and five (5) Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day any request for Competitive Bid Eurodollar Loans) before the date specified for a proposed Competitive Bid Borrowing. No ABR Loan Competitive Bid Request shall be made with respect to any Type of Loan other than a Competitive Bid Fixed Rate Loan or a Competitive Bid Eurodollar Loan, and Competitive Bids shall be submitted and Competitive Bid Loans shall be made only of the Type requested in, or made pursuant to, a in the applicable Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 C may be rejected in the at Administrative Agent's sole discretion, and the Administrative Agent shall as soon as practicable promptly notify the Borrower of such rejection by telex or telecopier. Such request Each Competitive Bid Request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing Competitive Bid Loans (which shall be a Domestic Business Day) and the aggregate principal amount thereof (which shall not be in a minimum principal amount of less than $5,000,000 and in shall be an integral multiple of $1,000,000100,000), (y) whether the Competitive Bid Loans to be made pursuant thereto are to be Competitive Bid Fixed Rate Loans or Competitive Bid Eurodollar Loans, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date)thereto. As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telex or telecopier (in the form set forth in Exhibit A-2 D hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Bid Loans pursuant to the such Competitive Bid Request. (b) Each Bank may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to a each Competitive Bid Request. Each Competitive Bid by a Bank must be received by the Administrative Agent via telex or telecopier, in the form of Exhibit A-3 E hereto, not later than 10:00 a.m. (iDallas, Texas time), two (2) Domestic Business Days (in the case of a any request for Competitive Bid Fixed Rate Loans) or four (4) Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on any request for Competitive Bid Eurodollar Loans) before the day of date specified for a proposed Competitive Bid Borrowing. Multiple bids will be accepted by the Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 E may be rejected by the Administrative Agent after conferring with, and upon the instruction 22 18 of, the of Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the Administrative Agent shall notify the applicable Bank making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) specify the principal amount (which shall be in a minimum principal amount of $5,000,000 1,000,000 and in an integral multiple of $1,000,000 100,000 and which which, subject to the conditions set forth in Section 2.1, may equal the entire principal amount of the Competitive Bid Borrowing requested by the Borrower) of the Competitive Bid Loan or Loans that the Bank is willing to make to the Borrower, (y) specify the Competitive Bid Fixed Rate or Rates Competitive Bid Eurodollar Margin at which the such Bank is prepared to make the Competitive Bid Loan or Loans and (z) confirm the Interest Period and the last day thereofwith respect thereto specified by Borrower in its Competitive Bid Request. If any Bank shall elect not to make a Competitive Bid, such Bank shall so notify the Administrative Agent via telecopier telex not later than 10:00 a.m. (IDallas, Texas time), two (2) Domestic Business Days (in the case of any request for Competitive Bid Fixed Rate Loans) or four (4) Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate any request for Competitive Bid Eurodollar Loans, not later than 9:30 a.m., New York City time, on ) before the day of date specified for a proposed Competitive Bid Borrowing; provided, however, that failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Competitive Bid Loan as part of such Competitive Bid Borrowing. A Competitive Bid submitted by a Bank pursuant to this paragraph (b) shall be irrevocable. (c) The Administrative Agent shall as soon as practicable promptly notify the Borrower and each Bank by telex or telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Fixed Rate or Competitive Bid Eurodollar Margin and the principal amount of each Competitive Bid Loan in respect of which a Competitive Bid was made and the identity of the Bank that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the Borrower and each Bank for its their records as soon as practicable after completion of the bidding process set forth in this Section 2.032.2.1. (d) Borrower may in its sole and absolute discretion, subject only to the provisions of this Section 2.2.1

Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time prior to the termination of the Revolving Credit Commitments the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in Dollars or in any Foreign Currency; provided that, immediately after giving effect to any Competitive Loan Borrowing, (i) the aggregate Dollar Equivalent of the principal amount of all outstanding Competitive Loans shall not exceed an amount equal to 50% of the Revolving Credit Facility and (ii) the sum of the Total Revolving Credit Outstandings plus the aggregate Dollar Equivalent of the principal amount of outstanding Competitive Loans shall not exceed the Revolving Credit Facility. In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request substantially in the form of Exhibit A-1 heretoC-1, to be received by the Administrative Agent (i) in the case of a Eurodollar Eurocurrency Rate Competitive BorrowingLoan in Dollars, not later than 10:00 a.m., New York City time, a.m. four Business Days before a proposed Competitive Borrowing and Loan, (ii) in the case of a Fixed Eurocurrency Rate BorrowingCompetitive Loan in a Foreign Currency, not later than 10:00 a.m., New York City London time, one five Business Day Days before a proposed Competitive Borrowing. No ABR Loan, (iii) in the case of a Fixed Rate Loan shall be requested inin Dollars, or made pursuant tonot later than 10:00 a.m. two Business Days before a proposed Competitive Loan and (iv) in the case of a Fixed Rate Loan in a Foreign Currency, not later than 10:00 a.m., London time, five Business Days before a proposed Competitive Bid RequestLoan. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 C-1 may be rejected in the Administrative Agent's sole discretion’s discretion (exercised in good faith), and the Administrative Agent shall as soon as practicable promptly notify the Borrower of such rejection by telecopiertelephone, confirmed in writing. Such request A Competitive Bid Request shall in each case refer to this Agreement and specify (xu) whether the Borrowing Competitive Loan then being requested is to be a Eurodollar Borrowing Eurocurrency Rate Competitive Loan or a Fixed Rate Borrowing, Loan; (yv) the currency in which such Competitive Loan is to be denominated; (w) the date of on which such Borrowing Competitive Loan is to be made (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and 10,000,000 (or in the case of any Foreign Currency, an approximate equivalent thereof as determined by the Administrative Agent) and, in the case of a Competitive Bid for a Competitive Loan in Dollars, in an integral multiple of $1,000,000; (x) the maturity date of such Borrowing, and which date shall not be less than seven days or more than 270 days after the date of such Borrowing; (zy) the Interest Period with respect thereto thereto; and (z) the location and number of the Borrower’s account to which may not end after the Maturity Date)funds are to be disbursed. As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaidaforesaid (and in any event by 5:00 p.m. on the date of such receipt if such receipt occurs by the time specified in the first sentence of this paragraph), the Administrative Agent shall invite by telecopier or, subject to Section 10.02(b), electronic communication (substantially in the form set forth in Exhibit A-2 heretoC-2) the Banks Revolving Credit Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the such Competitive Bid Request. (b) Each Bank Revolving Credit Lender may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Bank must be received by the Administrative Agent via telecopierby telecopier or, subject to Section 10.02(b), electronic communication, substantially in the form of Exhibit A-3 heretoC-3, (i) in the case of a Eurodollar Eurocurrency Rate Competitive BorrowingLoan in Dollars, not later than 9:30 a.m., New York City time, a.m. three Business Days before a proposed Competitive Borrowing and Loan, (ii) in the case of a Fixed Eurocurrency Rate BorrowingCompetitive Loan in a Foreign Currency, not later than 9:30 a.m., New York City London time, on the day of four Business Days before a proposed Competitive BorrowingLoan, (iii) in the case of a Fixed Rate Loan in Dollars, not later than 9:30 a.m. one Business Day before a proposed Competitive Loan, and (iv) in the case of a Fixed Rate Loan in a Foreign Currency, not later than 9:30 a.m., London time, four Business Days before a proposed Competitive Loan. Multiple bids Competitive Bids will be accepted by the Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 C-3 may be rejected by the Administrative Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the Administrative Agent shall notify the Bank Revolving Credit Lender making such nonconforming bid Competitive Bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount in the relevant currency (which shall be in a minimum principal amount of $5,000,000 and 10,000,000 (or in the case of any Foreign Currency, an approximate equivalent thereof as determined by the Administrative Agent) and, in the case of a Competitive Bid for a Competitive Loan in Dollars, in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing Loan requested by the Borrower) of the Competitive Loan or Loans that the Bank applicable Lender is willing to make to the Borrower, (y) the Competitive Bid Rate or Rates at which the Bank such Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank shall elect not to make a Competitive Bid, such Bank shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank pursuant to this paragraph (b) shall be irrevocable. irrevocable (c) The Agent shall as soon as practicable notify subject to the Borrower by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity satisfaction of the Bank that made each bid. The Agent shall send a copy of all Competitive Bids conditions to the Borrower for its records as soon as practicable after completion of the bidding process borrowing set forth in this Section 2.03Article IV).

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall as soon as practicable notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each Bank Lender invited to bid may, in its sole discretion, make one or more Competitive Bids to the Applicable Borrower responsive to a such Borrower's Competitive Bid Request. Each Competitive Bid by a Bank Lender must be received by the Administrative Agent via telecopierby telecopy, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive BorrowingLoan, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple A Lender may submit multiple bids will be accepted by to the Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive BidAdministrative Agent, and the Administrative Agent shall notify the Bank Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrowerrequested) of the Competitive Loan or Loans that the Bank Lender is willing to make to the Borrowermake, (y) the Competitive Bid Rate or Rates at which the Bank Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank Lender invited to bid shall elect not to make a Competitive Bid, such Bank Lender shall so notify the Administrative Agent via telecopier by telecopy (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank Lender to give such notice shall not cause such Bank Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank Lender pursuant to this paragraph (b) shall be irrevocable. (c) The Administrative Agent shall as soon promptly as practicable notify the Borrower Borrower, by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowingtelecopy, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank Lender that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Competitive Bid referred to in paragraph (c) above. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above not more than one hour after it shall have been notified of such bids by the Administrative Agent pursuant to such paragraph (c); provided, however, that (i) the failure of the Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (ii) the Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Request,

Competitive Bid Procedure. (a) In order to request Competitive Bids, the a Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Administrative Agent (i) in the case of a Eurodollar Eurocurrency Competitive BorrowingLoan, not later than 10:00 a.m., New York City time, (A) four Business Days before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in Dollars and (B) five Business Days before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in a Non-US Currency and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, (A) one Business Day before a proposed Competitive BorrowingBorrowing in the case of a Competitive Borrowing denominated in Dollars and (B) two Business Days before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in a Non-US Currency. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Administrative Agent's ’s sole discretion, and the Administrative Agent shall as soon as practicable promptly notify the applicable Borrower of such rejection by telecopiertelecopy. Such request Each Competitive Bid Request shall in each case refer to this Agreement and specify (xA) whether the Borrowing then being requested is to be a Eurodollar Eurocurrency Borrowing or a Fixed Rate Borrowing, (yB) the date of such Borrowing (which shall be a Business Day), (C) and the currency of the requested Borrowing (which shall be Dollars or a Non-US Currency), (D) the aggregate principal amount thereof of the requested Borrowing (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of 1,000,000 units of the applicable currency with a Dollar Equivalent on the date of the applicable Competitive Bid Request of at least $1,000,00010,000,000), and (zE) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in telecopy to the form set forth in Exhibit A-2 hereto) Lenders a Notice of Competitive Bid Request inviting the Banks Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid RequestLoans. (b) Each Bank Lender invited to bid may, in its sole discretion, make one or more Competitive Bids to the applicable Borrower responsive to a such Borrower’s Competitive Bid Request. Each Competitive Bid by a Bank Lender must be received by the Administrative Agent via telecopierby telecopy, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Eurocurrency Competitive BorrowingLoan, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple A Lender may submit multiple bids will be accepted by to the Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive BidAdministrative Agent, and the Administrative Agent shall notify the Bank Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 units of the applicable currency and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrowerrequested) of the Competitive Loan or Loans that the Bank Lender is willing to make to the Borrowermake, (y) the Competitive Bid Rate or Rates at which the Bank Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank Lender invited to bid shall elect not to make a Competitive Bid, such Bank Lender shall so notify the Administrative Agent via telecopier by telecopy (I) in the case of Eurodollar Eurocurrency Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank Lender to give such notice shall not cause such Bank Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank Lender pursuant to this paragraph (b) shall be irrevocable. (c) The Administrative Agent shall as soon promptly as practicable notify the Borrower applicable Borrower, by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowingtelecopy, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank Lender that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the applicable Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) The applicable Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Competitive Bid referred to in paragraph (c) above. The applicable Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any or all of the bids referred to in paragraph (c) above not more than one hour after it shall have been notified of such bids by the Administrative Agent pursuant to such paragraph (c); provided, however, that (i) the failure of the applicable Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (ii) the applicable Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the applicable Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (iv) if the applicable Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted to exceed the amount specified in the Competitive Bid Request, then the applicable Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (v) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in an amount that is an integral multiple of 1,000,000 units of the applicable currency, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) above, the amounts shall be rounded to integral multiples of 1,000,000 units of the applicable currency in a manner which shall be in the discretion of the applicable Borrower. A notice given pursuant to this paragraph (d) shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopy, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto (i) the Aggregate Credit Exposure would exceed the Total Commitment or (ii) in the event the Maturity Date shall have been extended as provided in Section 2.12(d), the sum of the LC Exposures attributable to Letters of Credit expiring after any Existing Maturity Date and the Competitive Loan Exposures attributable to Competitive Loans maturing after such Existing Maturity Date would exceed the aggregate Commitments that have been extended to a date after the expiration date of the last of such Letters of Credit and the maturity of the last of such Competitive Loans. (g) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to the applicable Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the Administrative Agent pursuant to paragraph (b) above.

Competitive Bid Procedure. (a) In order to request -------------------------- Competitive Bids, the a Borrower shall hand deliver deliver, telex or telecopy to the Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Agent (i) in the case of a Eurodollar Competitive Borrowing or a CD Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may shall be rejected in the Agent's sole discretion, and the Agent shall as soon as practicable promptly notify the appropriate Borrower of such rejection by telex or telecopier. Such request shall in each case refer to this Agreement and specify (x) whether that the Borrowing then being requested is to be a Eurodollar Borrowing, a CD Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof (which shall be be, subject to the third sentence of Section 2.02(a), in a minimum principal amount of $5,000,000 25,000,000 and in an integral multiple of $1,000,000, 5,000,000 and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telex or telecopier (in the form set forth in Exhibit A-2 hereto) the Banks Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each Bank The Agent may, in its sole discretion, make one or more Competitive Bids to the appropriate Borrower responsive to a such Borrower's Competitive Bid Request. Each Competitive Bid by a Bank the Agent must be received by submitted to the Agent Borrower via telex or telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing or CD Borrowing, not later than 9:30 8:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 8:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Each Lender may, in its sole discretion, make one or more Competitive Bids to the appropriate Borrower responsive to such Borrower's Competitive Bid Request. Each Competitive Bid by a Lender must be received by the Agent via telex or telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Borrowing or CD Borrowing, not later than 9:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:00 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of requesting such Competitive BidBids, and the Agent shall notify the Bank Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may 5,000,000 (unless such principal amount shall equal the entire principal amount of the Competitive Borrowing requested by the such Borrower) and which may equal such entire principal amount) of the Competitive Loan or Loans that the Bank Lender is willing to make to the BorrowerBorrower requesting such Competitive Bid, (y) the Competitive Bid Rate or Rates at which the Bank Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank Lender shall elect not to make a Competitive Bid, such Bank Lender shall so notify the Agent via telex or telecopier (IA) in the case of a Eurodollar Competitive LoansBorrowing or a CD Borrowing, not later than 9:30 9:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, Borrowing and (IIB) in the case of a Fixed Rate LoansBorrowing, not later than 9:30 9:00 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank -------- ------- Lender to give such notice shall not cause such Bank Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank Lender pursuant to this paragraph (b) shall be irrevocable. (c) The Agent shall as soon as practicable notify the appropriate Borrower by telex or telecopier not later than (i) in the case of a Eurodollar Competitive LoansBorrowing or a CD Borrowing, not later than 10:00 a.m., New York City time, three Business Days before a the proposed Competitive Borrowing, Borrowing and (ii) in the case of a Fixed Rate LoansBorrowing, not later than 10:00 a.m., New York City time, on the day of a the proposed Competitive Borrowing, Borrowing of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank Lender that made each bid. The Agent shall send a copy of all Competitive Bids to the such Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) The appropriate Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d) and paragraph (h) below, accept or reject any Competitive Bid referred to in paragraph (c) above. Such Borrower shall notify the Agent by telex or telecopier not later than (i) in the case of a Eurodollar Borrowing or a CD Borrowing, 11:30 a.m., New York City time, three Business Days before the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 11:30 a.m., New York City time, on the day of the proposed Competitive Borrowing whether and to what extent it has decided to accept or reject any or all of the bids referred to in paragraph (c) above; provided, however, that (v) the failure by such Borrower to -------- ------- give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (w) such Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (x) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the related Competitive Bid Request, (y) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by such Borrower to exceed the amount specified in the related Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the related Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (z) except pursuant to clause (y) above, no bid shall be accepted for a Competitive Loan unless the principal amount of such Competitive Loan is in an integral multiple of $5,000,000 or is equal to the entire principal amount of the Competitive Borrowing being requested by such Borrower; provided further, -------- ------- however, that if a Competitive Loan must be in an amount less than $5,000,000 ------- because of the provisions of clause (y) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (y) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of such Borrower. A notice given pursuant to this paragraph (d) by the appropriate Borrower shall be irrevocable. (e) The Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telex or telecopier sent by the Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) The Borrowers shall not make more than 10 Competitive Bid Requests during any 30-day period. (g) All notices required by this Section 2.03 shall be given in accordance with Section 9.01. (h) At no time shall the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed the Available Commitment in effect at such time. (i) The Agent shall hold in confidence each Competitive Bid received by the Agent until such Competitive Bid has been disclosed to the appropriate Borrower pursuant to paragraph (d) above.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower Company shall hand deliver deliver, telex or telecopy to the Agent a duly completed Competitive Bid Request request substantially in the form of Exhibit A-1 heretoK, with the blanks appropriately completed (a "Competitive Bid Request"), to be received by the Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 11:00 a.m., New York City Houston, Texas time, four five Business Days before the date specified for a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive BorrowingLoan. No ABR Alternate Base Rate Loan shall be requested in, or or, except pursuant to Section 6, made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 K may be rejected in the at Agent's sole discretion, and the Agent shall as soon as practicable promptly notify the Borrower Company of such rejection by telecopier. Such request Each Competitive Bid Request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing Competitive Loans (which shall be a Business Day) and the aggregate principal amount thereof (which shall not be in a minimum principal amount less than $25,000,000 or greater than the unused portion of $5,000,000 the Maximum Revolving Credit Available Amount on such date and in shall be an integral multiple of $1,000,000, 5,000,000) and (zy) the Interest Period with respect thereto (which may not end after the Maturity Datetermination of the Revolving Credit Availability Period). As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in substantially the form set forth in Exhibit A-2 L hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the such Competitive Bid Request. Notwithstanding the foregoing, Agent shall have no obligation to invite any Bank to make a Competitive Bid pursuant to this Section 2.10(a) until such Bank has delivered a properly completed Competitive Bid Administrative Questionnaire to Agent. (b) Each Bank may, in its sole discretion, make one or more Competitive Bids to the Borrower Company responsive to a each Competitive Bid Request. Each Competitive Bid by a Bank must be received by the Agent via telecopier, in the form of Exhibit A-3 M hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 11:00 a.m., New York City Houston, Texas time, three four Business Days before the date specified for a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the AgentLoan. Competitive Bids that do not conform substantially to the format of Exhibit A-3 M may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive BidCompany, and the Agent shall notify the Bank making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) specify the principal amount (which shall be in a minimum principal amount of $5,000,000 10,000,000 and in an integral multiple of $1,000,000 and which may equal the entire aggregate principal amount of the Competitive Borrowing Loan requested by the BorrowerCompany) of the Competitive Loan or Loans that the Bank is willing to make to the BorrowerCompany, (y) specify the Competitive Bid Rate or Rates at which the Bank is prepared to make the Competitive Loan or Loans and (z) confirm the Interest Period and with respect thereto specified by the last day thereof. If any Bank shall elect not to make a Company in its Competitive Bid, such Bank shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Competitive Loan as part of such Competitive BorrowingBid Request. A Competitive Bid submitted by a Bank pursuant to this paragraph (b) shall be irrevocable. (c) The Agent shall as soon as practicable notify the Borrower shall, by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three 2:00 p.m. four Business Days before the date specified for a proposed Competitive BorrowingLoan, and (ii) in notify the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, Company by telecopier of all the Competitive Bids made, the Competitive Bid Rate and the maximum principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank that made each bid. The Agent shall send a copy of all Competitive Bids to the Borrower Company for its records as soon as practicable after completion of the bidding process set forth in this Section 2.032.10. (d) The Company may in its sole and absolute discretion, subject only to the provisions of this Section 2.10(d), accept or reject any Competitive Bid referred to in Section 2.10(c); provided, however, that the aggregate amount of the Competitive Bids so accepted by the Company may not exceed the principal amount of the Competitive Loan requested by the Company. The Company shall notify Agent by telecopier whether and to what extent it has decided to accept or reject any or all of the bids referred to in Section 2.10(c), not later than 11:00 a.m., Houston, Texas time, three Business Days before the date specified for a proposed Competitive Loan; provided, however, that (w) the failure by the Company to give such notice shall be deemed to be a rejection of all the bids referred to in Section 2.10(c) and (x) no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $10,000,000 and an integral multiple of $1,000,000. Notwithstanding the foregoing, if it is necessary for the Company to accept a pro rata allocation of the bids made in response to a Competitive Bid Request (whether pursuant to the events specified in clause (x) above or otherwise) and the available principal amount of Competitive Loans to be allocated among the Banks is not sufficient to enable Competitive Loans to be allocated to each Bank in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000, then the Company shall select the Banks to be allocated such Competitive Loans and shall round allocations up or down to the next higher or lower multiple of $1,000,000 as it shall deem appropriate. In addition, the Company shall be permitted under the foregoing procedures to accept a bid or bids in a principal amount of less than $10,000,000 (i) in order to enable the Company to accept bids equal to (but not in excess of) the principal amount of the Competitive Loan requested by the Company or (ii) in order to enable the Company to accept all remaining bids, or all remaining bids at a particular Competitive Bid Rate. A notice given by Company pursuant to this paragraph (d) shall be irrevocable. (e) Agent shall promptly notify each bidding Bank whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telex or telecopier sent by Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. After completing the notifications referred to in the immediately preceding sentence, Agent shall (i) notify Agent of each Competitive Bid that has been accepted, the amount thereof and the Competitive Bid Rate therefor and (ii) notify each Bank of the aggregate principal amount of all Competitive Bids accepted. (f) No Competitive Loan shall be made within five Business Days of the date of any other Competitive Loan, unless the Company and Agent shall mutually agree otherwise. (g) If Agent shall at any time have a Commitment hereunder and shall elect to submit a Competitive Bid in its capacity as a Bank, it shall submit such bid directly to the Company one quarter of an hour earlier than the latest time at which the other Banks are required to submit their bids to Agent pursuant to paragraph (b) above. (h) All notices required by this Section 2.10 shall be made in accordance with Section 13.2 and the Competitive Bid Administrative Questionnaire most recently placed on file by each Bank with Agent.

Competitive Bid Procedure. (a) In order to request -------------------------- Competitive Bids, the Borrower shall hand deliver or telecopy to the Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 heretoA-1, to be received by the Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No Eurocurrency Loan, CD Loan or ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall as soon as practicable promptly notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in of Exhibit A-2 heretoA-2) the Banks Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the such Competitive Bid Request. (b) Each Bank Lender may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Bank Lender must be received by the Agent via telecopier, in the form of Exhibit A-3 heretoA-3, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will shall be accepted by the Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the Agent shall notify the Bank Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or Loans that the Bank Lender is willing to make to the Borrower, (y) the Competitive Bid Rate or Rates at which the Bank Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank Lender shall elect not to make a Competitive Bid, such Bank Lender shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, Borrowing and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank Lender to give -------- ------- such notice shall not cause such Bank Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank Lender pursuant to this paragraph (bSection 2.03(b) shall be irrevocable. (c) The Agent shall as soon as practicable promptly notify the Borrower by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank Lender that made each bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section. (d) The Borrower may in its sole and absolute discretion, subject only to the provisions of this Section 2.03.2.03(d), accept or reject any Competitive Bid referred to in Section 2.03(c). The Borrower shall notify the Agent by telephone, confirmed by telecopier in the form of a Competitive Bid Accept/Reject Letter substantially in the form set forth in Exhibit A-4, whether and to what extent it has decided to accept or reject any of or all the bids referred to in Section 2.03(c), (y) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (z) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by the -------- ------- Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in Section 2.03(c), (ii) the Borrower shall not accept a bid made at a particular Competitive Bid Rate if the Borrower has decided to reject a bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Request,

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall as soon as practicable notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Revolving Credit Maturity Date). As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaidaforesaid (and in any event by 5:00 p.m., New York City time, on the date of such receipt if such receipt occurs by the time specified in the first sentence of this paragraph), the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit A-2 heretoB-2) the Banks Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the such Competitive Bid Request. (b) Each Bank Lender may, in its sole discretion, make one or more Competitive Bids to the relevant Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Bank must be received by the Administrative Agent via by telecopier, in the form of Exhibit A-3 heretoB-3, (i) in the case of a Eurodollar Competitive BorrowingLoan, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing Loan and (ii) in the case of a Fixed an Absolute Rate BorrowingLoan, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive BorrowingLoan. Multiple bids Competitive Bids will be accepted by the Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 B-3 may be rejected by the Administrative Agent after conferring with, and upon the instruction 22 18 of, the relevant Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the Administrative Agent shall notify the Bank Lender making such nonconforming bid Competitive Bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing Loan requested by the relevant Borrower) of the Competitive Loan or Loans that the Bank applicable Lender is willing to make to the relevant Borrower, (y) the Competitive Bid Rate or Rates at which the Bank such Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If A Competitive Bid submitted pursuant to this paragraph (b) shall be irrevocable (subject to the satisfaction of the conditions to borrowing set forth in Article IV). (c) The Administrative Agent shall promptly (and in any Bank shall elect not to make a Competitive Bid, such Bank shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 event by 10:15 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Competitive Loan as part of date on which such Competitive Borrowing. A Competitive Bid submitted by a Bank pursuant to this paragraph (bBids shall have been made) shall be irrevocable. (c) The Agent shall as soon as practicable notify the relevant Borrower by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank Lender that made each bidCompetitive Bid. The Administrative Agent shall send a copy of all Competitive Bids to the relevant Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.032.3. (d) The relevant Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Competitive Bid referred to in paragraph (c) above. The relevant Borrower shall notify the Administrative Agent by telephone, confirmed by telecopier in such form as may be agreed upon by such Borrower and the Administrative Agent, whether and to what extent it has decided to accept or reject any of or all the Competitive Bids referred to in paragraph (c) above, (x) in the case of a Eurodollar Competitive Loan, not later than 11:00 a.m., New York City time, three Business Days before a proposed Competitive Loan, and (y) in the case of an Absolute Rate Loan, not later than 11:00 a.m., New York City time, on the day of a proposed Competitive Loan; provided, however, that (i) the failure by such Borrower to give such notice shall be deemed to be a rejection of all the Competitive Bids referred to in paragraph (c) above, (ii) such Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if it has decided to reject a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid Request (but may be less than that requested), (iv) if such Borrower shall accept a Competitive Bid or Competitive Bids made at a particular Competitive Bid Rate but the amount of such Competitive Bid or Competitive Bids shall cause the total amount of Competitive Bids to be accepted by it to exceed the amount specified in 26 22 the Competitive Bid Request, then such Borrower shall accept a portion of such Competitive Bid or Competitive Bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid at such Competitive Bid Rate, and (v) except pursuant to clause (iv) above no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral amount multiple of $1,000,000; provided, further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of such Borrower. A notice given by any Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopy sent by the Administrative Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless the Administrative Agent shall agree otherwise. (g) If the Lender which is the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the relevant Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) above. (h) All notices required by this Section 2.3 shall be given in accordance with Section 9.1. (i) No Borrower shall have the right to prepay any Competitive Loan without the consent of the affected Lender or Lenders.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower Company shall hand deliver deliver, telex or telecopy to the Auction Administrative Agent a duly completed Competitive Bid Request request substantially in the form of Exhibit A-1 heretoF, with the blanks appropriately completed (a "Competitive Bid Request"), to be received by the Auction Administrative Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m.noon, New York, New York City time, four five (5) Business Days before the date specified for a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive BorrowingLoan. No ABR Alternate Base Rate Loan shall be requested in, or or, except pursuant to Section 6, made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 F may be rejected in the at Auction Administrative Agent's sole discretion, and the Auction Administrative Agent shall as soon as practicable promptly notify the Borrower Company of such rejection by telecopier. Such request Each Competitive Bid Request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing Competitive Loans (which shall be a Business Day) and the aggregate principal amount thereof (which shall not be in a minimum principal amount less than $25,000,000 or greater than the unused portion of $5,000,000 the Facility Amount on such date and in shall be an integral multiple of $1,000,000, 5,000,000) and (zy) the Interest Period with respect thereto (which may not end after the termination of the then scheduled Stated Maturity Date). As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Auction Administrative Agent shall invite by telecopier (in substantially the form set forth in Exhibit A-2 G hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the such Competitive Bid Request. Notwithstanding the foregoing, Auction Administrative Agent shall have no obligation to invite any Bank to make a Competitive Bid pursuant to this Section until such Bank has delivered a properly completed Competitive Bid Administrative Questionnaire to Auction Administrative Agent. (b) Each Bank may, in its sole discretion, make one or more Competitive Bids to the Borrower Company responsive to a each Competitive Bid Request. Each Competitive Bid by a Bank must be received by the Auction Administrative Agent via telecopier, in the form of Exhibit A-3 H hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m.noon, New York, New York City time, three four (4) Business Days before the date specified for a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the AgentLoan. Competitive Bids that do not conform substantially to the format of Exhibit A-3 H may be rejected by the Auction Administrative Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive BidCompany, and the Auction Administrative Agent shall notify the Bank making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) specify the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire aggregate principal amount of the Competitive Borrowing Loan requested by the BorrowerCompany) of the Competitive Loan or Loans that the Bank is willing to make to the BorrowerCompany, (y) specify the Competitive Bid Rate or Rates at which the Bank is prepared to make the Competitive Loan or Loans and (z) confirm the Interest Period and with respect thereto specified by the last day thereof. If any Bank shall elect not to make a Company in its Competitive Bid, such Bank shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Competitive Loan as part of such Competitive BorrowingBid Request. A Competitive Bid submitted by a Bank pursuant to this paragraph (b) shall be irrevocable. (c) The Agent shall as soon as practicable notify the Borrower by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank that made each bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the a Borrower shall hand deliver or telecopy send by facsimile transmission to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 heretoRequest, to be received by the Administrative Agent (i) in the case of a Eurodollar Eurocurrency Competitive Borrowing, not later than 10:00 a.m., New York City time, five Business Days before the Borrowing Date specified for a proposed Competitive Borrowing, and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the Borrowing Date specified for a proposed Competitive Borrowing. No Committed Loan shall be requested in or made pursuant to a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit 2.03(A) may be rejected at the Administrative Agent's sole discretion (to the extent permitted by law), and the Administrative Agent shall promptly notify the Borrower requesting such Competitive Bid of such rejection by facsimile transmission. Each Competitive Bid Request shall in each case refer to this Agreement and specify (x) whether the Competitive Borrowing then being requested is to be a Eurocurrency Competitive Borrowing or a Fixed Rate Borrowing, (y) the Borrowing Date of such Competitive Borrowing (which shall be a Business Day) and the currency and the aggregate principal amount thereof (which shall be in a minimum principal amount of $5,000,000 or the Foreign Currency Equivalent of such amount and in an integral multiple of $1,000,000, or 100,000 units of the applicable Foreign Currency, as the case may be), and (z) the Interest Period with respect thereto. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by facsimile transmission (in substantially the form set forth in Exhibit 2.03(B)) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to such Competitive Bid Request. Notwithstanding the foregoing, the Administrative Agent shall have no obligation to invite any Bank to make a Competitive Bid pursuant to this Section 2.02(a) until such Bank has delivered a properly completed Administrative Questionnaire to the Administrative Agent. (b) On and after the Effective Date, each Bank may, in its sole discretion, make one or more Competitive Bids responsive to each Competitive Bid Request of a Borrower. Each Competitive Bid by a Bank must be received by the Administrative Agent via facsimile transmission, in the form of Exhibit 2.03(C), (i) in the case of a Eurocurrency Competitive Borrowing, not later than 2:00 p.m., New York City time, four Business Days before the Borrowing Date specified for a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before on the Borrowing Date specified for a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall as soon as practicable notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each Bank may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Bank must be received by the Agent via telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 2.03(C) may be rejected by the Administrative Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of requesting such Competitive Bid, and the Administrative Agent shall notify the applicable Bank making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) specify the principal amount (which shall be in a minimum principal amount of $5,000,000 or the Foreign Currency Equivalent of such amount and in an integral multiple of $1,000,000 or 100,000 units of the applicable Foreign Currency, as the case may be, and which may equal the entire aggregate principal amount of the Competitive Borrowing requested by the BorrowerBorrower requesting such Competitive Bid, irrespective of such Bank's Commitment) of the Competitive Loan or Loans that the applicable Bank is willing to make to the such Borrower, (y) specify the Competitive Bid Rate or Rates at which the such Bank is prepared to make the Competitive Loan or Loans and (z) confirm the Interest Period and the last day thereofwith respect thereto specified by such Borrower in its Competitive Bid Request. If any Bank shall elect not to make a Competitive Bid, such Bank shall so notify the Administrative Agent via telecopier by facsimile transmission (IA) in the case of Eurodollar Eurocurrency Competitive Loans, not later than 9:30 a.m.2:00 p.m., New York City time, three four Business Days before the Borrowing Date specified for a proposed Competitive Borrowing, and (IIB) in the case of Fixed Rate Loans, not later than 9:30 10:00 a.m., New York City time, on the day of Borrowing Date specified for a proposed Competitive Borrowing; provided, however, that failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Competitive Loan as part of such Competitive BorrowingBorrowing or subject such Bank to any other liability hereunder. A Competitive Bid submitted by a Bank pursuant to this paragraph (b) shall be irrevocable. (c) The Administrative Agent shall as soon as practicable promptly notify the Borrower requesting such Competitive Bid by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, facsimile transmission of all the Competitive Bids made, the Competitive Bid Rate and the maximum principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank that made each bidsuch Competitive Bid. The Administrative Agent shall send a copy of all Competitive Bids to the such Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) A Borrower may in its sole and absolute discretion, subject only to the provisions of this Section 2.03(d), accept or reject any Competitive Bid referred to in Section 2.03(c). Such Borrower shall notify the Administrative Agent by telephone, confirmed by facsimile transmission, whether and to what extent it has decided to accept or reject any or all of the Competitive Bids referred to in Section 2.03(c), (i) in the case of a Eurocurrency Competitive Borrowing, not later than 10:00 a.m., New York City time, three Business Days before the Borrowing Date specified for a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than noon, New York City time, on the Borrowing Date specified for a proposed Competitive Borrowing, provided, however, (A) the failure by a Borrower to accept or reject any Competitive Bid referred to in Section 2.03(c) shall be deemed to be a rejection of such Competitive Bid, (B) no Borrower shall accept a Competitive Bid made at a particular Competitive Bid Rate if such Borrower has decided to reject a Competitive Bid made at a lower Competitive Bid Rate, (C) the aggregate amount of the Competitive Bids accepted by a Borrower shall not exceed the principal amount specified in the related Competitive Bid Request, (D) if a Borrower shall accept a Competitive Bid or Bids made at a particular Competitive Bid Rate but the amount of such Competitive Bid or Bids shall cause the total amount of Competitive Bids to be accepted by such Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such Competitive Bid or Bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid at such Competitive Bid Rate, and (E) except pursuant to clause (D) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 because of the provisions of clause (D) above, or the Foreign Currency Equivalent of such amount and an integral multiple of $1,000,000 or 100,000 units of the applicable Foreign Currency, as the case may be; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000, such Competitive Loan may be for a minimum of $1,000,000 or 100,000 units of the applicable Foreign Currency, as the case may be, or any integral multiple thereof, and in calculating the pro rata allocation of acceptances or portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (D) the amounts shall be rounded to integral multiples of $1,000,000 or 100,000 units of the applicable Foreign Currency, as the case may be, in a manner which shall be in the discretion of such Borrower. A notice given by a Borrower pursuant to this Section 2.03(d) shall be irrevocable. (e) The Administrative Agent shall promptly notify each Bank making a Competitive Bid whether or not its Competitive Bid or corresponding Competitive Bids have been accepted (and if so, in what amount and at what Competitive Bid Rate) by facsimile transmission sent by the Administrative Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. After completing the notifications referred to in the immediately preceding sentence, the Administrative Agent shall notify each Bank of the aggregate principal amount of all Competitive Bids accepted. (f) The Administrative Agent shall notify each Bank of (i) the IBO Rate applicable to any Eurocurrency Competitive Loan to be made by such Bank pursuant to a Competitive Bid that has been accepted by a Borrower pursuant to Section 2.03(d), and (ii) the sum of the applicable IBO Rate plus the Margin bid by such Bank. (g) A Competitive Bid Request shall not be made within five Business Days of the date after the date of any previous Competitive Bid Request, unless the Company and the Administrative Agent shall mutually agree otherwise and notice of such agreement shall have been given to the Banks. (h) If the Administrative Agent or any Affiliate of the Administrative Agent shall at any time be a Bank with a Commitment hereunder and shall elect to submit a Competitive Bid in its capacity as a Bank, it shall submit such Competitive Bid directly to the Borrower requesting such Competitive Bid one quarter of an hour earlier than the latest time at which the other Banks are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) above. (i) All notices required by this Section 2.03 shall be given in accordance with Section 9.02. (j) Competitive Loans may be made in Foreign Currencies to the extent requested in any Competitive Bid Request. Competitive Bids denominated in a Foreign Currency shall not be made pursuant to a Foreign Currency Addendum. With respect to any such Competitive Loans, the Company, and the Administrative Agent may from time to time agree to modifications of the procedures set forth in Section 2.02(b), Section 2.02(c) and this Section 2.03 (other than Section 2.03(h)) applicable thereto, and such modifications shall be set forth in the applicable Competitive Bid Request.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower Company shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 heretoRequest, to be received by the Administrative Agent (i) in the case of a Eurodollar Eurocurrency Competitive BorrowingLoan, not later than 10:00 a.m., New York City time, four five Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate BorrowingBorrowing in any Local Currency, not later than 10:00 a.m., New York City time, one two Business Day Days before a proposed Competitive Borrowing. No ABR Base Rate or Eurodollar Rate Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 N-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall as soon as practicable promptly notify the Borrower Company of such rejection by telecopiertelecopy. Such request Each Competitive Bid Request shall in each case refer to this Agreement and specify (xi) the identity of the applicable Borrower and whether the Borrowing then being requested is to be a Eurodollar Eurocurrency Competitive Borrowing or a Fixed Rate Borrowing in a Local Currency, (ii) the requested currency of such Borrowing, which must be in Local Currency, (yiii) the date of such Borrowing (which shall be a Business Working Day) and the aggregate principal amount thereof which shall be expressed in a minimum principal amount of $5,000,000 and U.S. Dollars in an integral multiple of $1,000,000100,000 and equal to or greater than $500,000, and (ziv) the Interest Period with respect thereto (which may not end after the Revolving Loan Maturity Date), (v) the maturity date of such Competitive Borrowing, which (1) in the case of a Fixed Rate Loan, shall be no less than seven and no more than 180 days from the requested drawdown date of such Competitive Borrowing and (2) in the case of a Eurocurrency Competitive Loan, one, two, three or six months from the requested drawdown date of such Competitive Borrowing and (vi) the location and number of the applicable Borrower's account to which funds are to be disbursed (which must comply with Section 1.04), and such Competitive Bid Request shall be signed by the Company. As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in telecopy to the form set forth in Exhibit A-2 hereto) Revolving Banks a Notice of Competitive Bid Request inviting the Revolving Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid RequestLoans. (b) Each Revolving Bank may, in its sole discretion, make one or more Competitive Bids to the Borrower Company responsive to a the Company's Competitive Bid Request. Each Competitive Bid by a Revolving Bank must be received by the Administrative Agent via telecopier, in the form of Exhibit A-3 hereto, by telecopy (i) in the case of a Eurodollar Eurocurrency Competitive BorrowingLoan, not later than 9:30 a.m., New York City time, three four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate BorrowingBorrowing in any Local Currency, not later than 9:30 a.m., New York City time, on the day of one Business Day before a proposed Competitive Borrowing. Multiple A Bank may submit multiple bids will be accepted by to the Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 M may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive BidAdministrative Agent, and the Administrative Agent shall notify the Revolving Bank making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be expressed in U.S. Dollars in a minimum principal amount of $5,000,000 500,000 and in an integral multiple of $1,000,000 100,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrowerrequested) of the Competitive Loan or Loans that the Revolving Bank is willing to make to the Borrowermake, (y) the Competitive Bid Rate or Rates at which the Revolving Bank is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If the Administrative Agent shall not have received a Competitive Bid from any Bank by the time required above, such Bank shall elect be deemed to have elected not to make a Competitive Bid, such Bank shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Revolving Bank pursuant to this paragraph (b) shall be irrevocable. (c) The Administrative Agent shall as soon as practicable notify the Borrower Company, by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowingtelecopy, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Revolving Bank that made each bidbid by 12:00 noon (i) in the case of a Eurocurrency Competitive Borrowing, four Business Days before a Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing in any Local Currency, one Business Day before a proposed Competitive Borrowing. The Administrative Agent shall send a copy of all Competitive Bids to the Borrower Company for its records as soon as practicable after completion of the bidding process set forth in this Section 2.031.14(C). (d) The Company may in its sole discretion, subject only to the provisions of this paragraph (d), accept or reject any Competitive Bid referred to in paragraph (c) above. The Company shall notify the Administrative Agent by telephone, confirmed by telecopy (which shall be signed by the Company) in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the Competitive Bids referred to in paragraph (c) above not more than one hour after it shall have been notified of such Competitive Bids by the Administrative Agent pursuant to such paragraph (c); provided, however, that (i) the failure of the Company to give such notice shall be deemed to be a rejection of all the Competitive Bids referred to in paragraph (c) above, (ii) the Company shall not accept a Competitive Bid made at a particular Competitive Bid Rate if it has decided to reject a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Company shall not exceed the principal amount specified in the Competitive Bid Request, (iv) if the Company shall accept a Competitive Bid or Competitive Bids made at a particular Competitive Bid Rate but the amount of such Competitive Bid or Competitive Bids shall cause the total amount of Competitive Bids to be accepted to exceed the amount specified in the Competitive Bid Request, then the Company shall accept a portion of such Competitive Bid or Competitive Bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid at such Competitive Bid Rate, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount the Dollar Equivalent of which is $500,000, and in an integral multiple of units of the relevant Local Currency the Dollar Equivalent of which is $100,000; provided further, that if a Competitive Loan must be in an amount the Dollar Equivalent of which is less than $500,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum amount the Dollar Equivalent of which is $100,000 or any integral multiple thereof and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples the Dollar Equivalent of which is $100,000 in a manner which shall be in the discretion of the Company. A notice given pursuant to this paragraph (d) shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Bank whether or not its Competitive Bid has been accepted (and if so, in what amount and at which Competitive Bid Rate) by telecopy, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto any of the conditions applicable to Revolving Loans set forth in Section 1.01(A)(f) would not be met. (g) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Revolving Bank, it shall submit such Competitive Bid directly to the Company one quarter of an hour earlier than the latest time at which the other Revolving Banks are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) above. (h) All notices required by this Section 1.14(C) shall be given in accordance with Section 12.03. (i) The amount of any Competitive Loan shall be funded in the applicable Local Currency in an amount equal to the Local Currency Equivalent of the amount of such Competitive Loan expressed in U.S. Dollars as provided above, as determined by the Administrative Agent.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's ’s sole discretion, and the Agent shall as soon as practicable notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Availability Termination Date). As soon as practicable after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each Bank may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Bank must be received by the Agent via telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the Agent shall notify the Bank making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or Loans that the Bank is willing to make to the Borrower, (y) the Competitive Bid Rate or Rates at which the Bank is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank shall elect not to make a Competitive Bid, such Bank shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank pursuant to this paragraph (b) shall be irrevocable. (c) The Agent shall as soon as practicable notify the Borrower by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank that made each bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Competitive Bid referred to in paragraph (c) above. The Borrower shall notify the Agent by telephone, confirmed by telecopier in the form of a Competitive Bid Accept/Reject Letter in the form of Exhibit A-4, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above, (x) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (y) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by the Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (ii) the Borrower shall not accept a bid made at a particular Competitive Bid Rate if the Borrower has decided to reject an unrestricted bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (iv) if the Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by the Borrower to exceed the amount specified in the Competitive Bid Request, then the Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (v) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided, further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the Borrower. A notice given by the Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The Agent shall promptly notify each bidding Bank (i) in the case of Eurodollar Competitive Loans, not later than 11:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 11:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopy sent by the Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request. (g) If the Agent shall elect to submit a Competitive Bid in its capacity as a Bank, it shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Banks are required to submit their bids to the Agent pursuant to paragraph (b) above. (h) All Notices required by this Section 2.03 shall be given in accordance with Section 9.01.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the The Agent shall as soon as practicable notify the Borrower Lenders of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable after its receipt of a Competitive Bid Request that is not rejected as aforesaidby 12:00 noon, Pittsburgh, Pennsylvania, time, on the Agent shall date of receipt of the applicable Competitive Bid Request and the contents thereof and invite by telecopier (the Lenders to submit Competitive Bids in response thereto pursuant to the form of the Invitation for Competitive Bid Quotes attached hereto in the form set forth in of Exhibit A-2 hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) H. Each Bank Lender may, in its sole discretion, make one or more up to two (2) Competitive Bids to the Borrower responsive in response to a Competitive Bid Request. Each Competitive Bid by a Bank must be in the form of the Competitive Bid Quote attached hereto in the form of Exhibit I and must be received by the Agent via telecopiernot earlier than 9:00 a.m., in the form of Exhibit A-3 heretoPittsburgh, (i) in the case of a Eurodollar Competitive BorrowingPennsylvania, time, and not later than 9:30 a.m., New York City Pittsburgh, Pennsylvania, time, three (3) Business Days before prior to the proposed date of the requested Competitive Bid Loan; provided, however, that should the Agent, in its capacity as a proposed Lender, desire to submit a Competitive Borrowing Bid, it shall notify the Borrower of its Competitive Bid and (ii) in the case of a Fixed Rate Borrowing, terms thereof not later than 9:30 8:30 a.m., New York City Pittsburgh, Pennsylvania, time, on the day specified for submitting Competitive Bids. A Lender may offer to make all or part of a proposed the requested Competitive Borrowing. Multiple bids will be accepted by the Agent. Bid Loan and may submit up to two (2) Competitive Bids that do not conform substantially in response to a Competitive Bid Request. Any Competitive Bid must specify (A) the format of Exhibit A-3 may be rejected by particular Competitive Bid Request as to which the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent Competitive Bid is submitted and the Borrower to occur as soon as practicable following the receipt by the Agent proposed date of such Competitive BidBid Loan, and the Agent shall notify the Bank making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (xB) the principal amount (which shall be in a minimum principal amount of not less than $5,000,000 and in an integral multiple multiples of $1,000,000 and which may equal 100,000 in excess thereof or greater than the entire principal amount of the Competitive Borrowing requested by the BorrowerBid Loan requested) of the requested Competitive Bid Loan or Loans that as to which the Bank Lender is willing to make to the Borrowermake, (yC) the Competitive LIBOR Bid Rate or Rates at which the Bank is prepared to make the Competitive Loan or Loans Margin offered and (z) the Interest Period applicable thereto. Subject to Sections 3.1 and the last day thereof. If any Bank shall elect not to make 3.5, a Competitive Bid, such Bank shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank pursuant to this paragraph (b) Lender in accordance with the provisions hereof shall be irrevocable. . Any Competitive Bid shall be disregarded if it (c1) The Agent shall as soon as practicable notify is received after the Borrower by telecopier applicable time specified above, (i2) is not substantially in the case form of Eurodollar a Competitive LoansBid as specified herein, (3) contains qualifying, conditional or similar language, (4) proposes terms other than or in addition to those set forth in the applicable Competitive Bid Request, or (5) is otherwise not responsive to such Competitive Bid Request. Any Lender may correct a Competitive Bid containing a manifest error by submitting a corrected Competitive Bid (identified as such) not later than 10:00 a.m., New York City time, three Business Days before a proposed the applicable time requested for submission of Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day Bids. Any such submission of a proposed corrected Competitive Borrowing, Bid shall constitute a revocation of all the Competitive Bids made, the Competitive Bid Rate and that contained the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank that made each bidmanifest error. The Agent may, but shall send a copy not be required to, notify any Lender of all any manifest error it detects in such Lender's Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03Bid.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Agent (i) in i)in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in ii)in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall as soon as practicable notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the y)the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (z) the z)the Interest Period with respect thereto (which may not end after the Maturity Availability Termination Date). As soon as practicable after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each Bank may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Bank must be received by the Agent via telecopier, in the form of Exhibit A-3 hereto, (i) in i)in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in ii)in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the Agent shall notify the Bank making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or Loans that the Bank is willing to make to the Borrower, (y) the y)the Competitive Bid Rate or Rates at which the Bank is prepared to make the Competitive Loan or Loans and (z) the z)the Interest Period and the last day thereof. If any Bank shall elect not to make a Competitive Bid, such Bank shall so notify the Agent via telecopier (I) in I)in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in II)in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; providedPROVIDED, howeverHOWEVER, that failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank pursuant to this paragraph (b) shall be irrevocable. (c) The Agent shall as soon as practicable notify the Borrower by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in ii)in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank that made each bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Competitive Bid referred to in paragraph(c) above. The Borrower shall notify the Agent by telephone, confirmed by telecopier in the form of a Competitive Bid Accept/Reject Letter in the form of Exhibit A-4, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph(c) above, (x)in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (y)in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing; PROVIDED, HOWEVER, that (i)the failure by the Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph(c) above, (ii)the Borrower shall not accept a bid made at a particular Competitive Bid Rate if the Borrower has decided to reject an unrestricted bid made at a lower Competitive Bid Rate, (iii)the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Request,

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall as soon as practicable promptly notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 10,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Banks Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each Bank Lender may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Bank Lender must be received by the Agent via telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the Agent shall notify the Bank Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or Loans that the Bank Lender is willing to make to the Borrower, (y) the Competitive Bid Rate or Rates at which the Bank Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank Lender shall elect not to make a Competitive Bid, such Bank Lender shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; providedPROVIDED, howeverHOWEVER, that failure by any Bank Lender to give such notice shall not cause such Bank Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank Lender pursuant to this paragraph (b) shall be irrevocable. (c) The Agent shall as soon as practicable notify the Borrower by telecopier promptly (i) but in the case of Eurodollar Competitive Loans, not no event later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in notify the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, Borrower by telecopier of all the Competitive Bids mademade in accordance with paragraph (b) above, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank Lender that made each bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Competitive Bid referred to in paragraph (c) above. The Borrower shall notify the Agent by telephone, confirmed by telecopier in the form of a Competitive Bid Accept/Reject Letter in the form of Exhibit A-4 hereto, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above, (x) in the case of a Eurodollar Competitive Borrowing, not later than 1:00 p.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (y) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; PROVIDED, HOWEVER, that (i) the failure by the Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (ii) the Borrower shall not accept a bid made at a particular Competitive Bid Rate if the Borrower has decided to reject a bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Request,

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower Company shall hand deliver deliver, telex or telecopy to the Agent a duly completed Competitive Bid Request request substantially in the form of Exhibit A-1 heretoK, with the blanks appropriately completed (a "Competitive Bid Request"), to be received by the Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 11:00 a.m., New York City Houston, Texas time, four five Business Days before the date specified for a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive BorrowingLoan. No ABR Alternate Base Rate Loan shall be requested in, or or, except pursuant to Section 6, made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 K may be rejected in the at Agent's sole discretion, and the Agent shall as soon as practicable promptly notify the Borrower Company of such rejection by telecopier. Such request Each Competitive Bid Request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing Competitive Loans (which shall be a Business Day) and the aggregate principal amount thereof (which shall not be in a minimum principal amount less than $25,000,000 or greater than the unused portion of $5,000,000 the Maximum Revolving Credit Available Amount on such date and in shall be an integral multiple of $1,000,000, 5,000,000) and (zy) the Interest Period with respect thereto (which may not end after the Maturity Datetermination of the Revolving Credit Availability Period). As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in substantially the form set forth in Exhibit A-2 L hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the such Competitive Bid Request. Notwithstanding the foregoing, Agent shall have no obligation to invite any Bank to make a Competitive Bid pursuant to this Section 2.10(a) until such Bank has delivered a properly completed Competitive Bid Administrative Questionnaire to Agent. (b) Each Bank may, in its sole discretion, make one or more Competitive Bids to the Borrower Company responsive to a each Competitive Bid Request. Each Competitive Bid by a Bank must be received by the Agent via telecopier, in the form of Exhibit A-3 M hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 11:00 a.m., New York City Houston, Texas time, three four Business Days before the date specified for a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the AgentLoan. Competitive Bids that do not conform substantially to the format of Exhibit A-3 M may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive BidCompany, and the Agent shall notify the Bank making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) specify the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire aggregate principal amount of the Competitive Borrowing Loan requested by the BorrowerCompany) of the Competitive Loan or Loans that the Bank is willing to make to the BorrowerCompany, (y) specify the Competitive Bid Rate or Rates at which the Bank is prepared to make the Competitive Loan or Loans and (z) confirm the Interest Period and with respect thereto specified by the last day thereof. If any Bank shall elect not to make a Company in its Competitive Bid, such Bank shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Competitive Loan as part of such Competitive BorrowingBid Request. A Competitive Bid submitted by a Bank pursuant to this paragraph (b) shall be irrevocable. (c) The Agent shall as soon as practicable notify the Borrower shall, by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three 2:00 p.m. four Business Days before the date specified for a proposed Competitive BorrowingLoan, and (ii) in notify the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, Company by telecopier of all the Competitive Bids made, the Competitive Bid Rate and the maximum principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank that made each bid. The Agent shall send a copy of all Competitive Bids to the Borrower Company for its records as soon as practicable after completion of the bidding process set forth in this Section 2.032.10. (d) The Company may in its sole and absolute discretion, subject only to the provisions of this Section 2.10(d), accept or reject any Competitive Bid referred to in Section 2.10(c); provided, however, that the aggregate amount of the Competitive Bids so accepted by the Company may not exceed the principal amount of the Competitive Loan requested by the Company. The Company shall notify Agent by telecopier whether and to what extent it has decided to accept or reject any or all of the bids referred to in Section 2.10(c), not later than 11:00 a.m., Houston, Texas time, three Business Days before the date specified for a proposed Competitive Loan; provided, however, that (w) the failure by the Company to give such notice shall be deemed to be a rejection of all the bids referred to in Section 2.10(c) and (x) no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000. Notwithstanding the foregoing, if the Company accepts more than one bid made in response to a Competitive Bid Request and the available principal amount of Competitive Loans to be allocated among the Banks is not sufficient to enable Competitive Loans to be allocated to each Bank in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000, then the Company shall select the Banks to be allocated such Competitive Loans and shall round allocations up or down to the next higher or lower multiple of $1,000,000 as it shall deem appropriate. In addition, the Company shall be permitted under the foregoing procedures to accept a bid or bids in a principal amount of less than $5,000,000 (i) in order to enable the Company to accept bids equal to (but not in excess of) the principal amount of the Competitive Loan requested by the Company or (ii) in order to enable the Company to accept all remaining bids, or all remaining bids at a particular Competitive Bid Rate. A notice given by Company pursuant to this paragraph (d) shall be irrevocable. (e) Agent shall promptly notify each bidding Bank whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telex or telecopier sent by Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. After completing the notifications referred to in the immediately preceding sentence, Agent shall (i) notify Agent of each Competitive Bid that has been accepted, the amount thereof and the Competitive Bid Rate therefor and (ii) notify each Bank of the aggregate principal amount of all Competitive Bids accepted. (f) No Competitive Loan shall be made within five Business Days of the date of any other Competitive Loan, unless the Company and Agent shall mutually agree otherwise. (g) If Agent shall at any time have a Commitment hereunder and shall elect to submit a Competitive Bid in its capacity as a Bank, it shall submit such bid directly to the Company one quarter of an hour earlier than the latest time at which the other Banks are required to submit their bids to Agent pursuant to paragraph (b) above. (h) All notices required by this Section 2.10 shall be made in accordance with Section 13.2 and the Competitive Bid Administrative Questionnaire most recently placed on file by each Bank with Agent.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall as soon as practicable promptly notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 10,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Banks Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. Competitive Borrowings may not be made in an aggregate principal amount outstanding at any time greater than the Total Commitment minus the Revolving Credit Exposures at such time. (b) Each Bank Lender may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Bank Lender must be received by the Agent via telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the Agent shall notify the Bank Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 10,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or Loans that the Bank Lender is willing to make to the Borrower, (y) the Competitive Bid Rate or Rates at which the Bank Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank Lender shall elect not to make a Competitive Bid, such Bank Lender shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank Lender to give such notice shall not cause such Bank Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank Lender pursuant to this paragraph (b) shall be irrevocable. (c) The Agent shall as soon as practicable promptly notify the Borrower by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank Lender that made each bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Competitive Bid referred to in paragraph (c) above. The Borrower shall notify the Agent by telephone, confirmed by telecopier in the form of a Competitive Bid Accept/Reject Letter in the form of Exhibit A-4 hereto, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above, (x) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (y) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by the Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (ii) the Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Request and shall be in a minimum principal amount of $10,000,000, (iv) if the Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by the Borrower to exceed the amount specified in the Competitive Bid Request, then the Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (v) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $10,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $10,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the Borrower. A notice given by the Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopy sent by the Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request. (g) If the Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the Agent pursuant to paragraph (b) above. (h) All notices required by this Section 2.03 shall be given in accordance with Section 9.01.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver deliver, telex or telecopy to the Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall as soon as practicable promptly notify the Borrower of such rejection by telex or telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Banks Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each Bank Lender may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Bank Lender must be received by the Agent via telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the Agent shall notify the Bank Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or Loans that the Bank Lender is willing to make to the Borrower, (y) the Competitive Bid Rate or Rates at which the Bank Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank Lender shall elect not to make a Competitive Bid, such Bank Lender shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank Lender to give such notice shall not cause such Bank Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank Lender pursuant to this paragraph (b) shall be irrevocable. (c) The Agent shall as soon as practicable promptly notify the Borrower by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank Lender that made each bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Competitive Bid referred to in paragraph (c) above. The Borrower shall notify the Agent by telephone, confirmed by telecopier in the form of a Competitive Bid Accept/Reject Letter in the form of Exhibit A-4 hereto, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above, (x) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (y) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by the Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (ii) the Borrower shall not accept a bid made at a particular Competitive Bid Rate if the Borrower has decided to reject a bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Request and shall be in a minimum principal amount of $5,000,000, (iv) if the Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by the Borrower to exceed the amount specified in the Competitive Bid Request, then the Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (v) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the Borrower. A notice given by the Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopy sent by the Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request. (g) If the Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the Agent pursuant to paragraph (b) above. (h) All Notices required by this Section 2.03 shall be given in accordance with Section 9.01. SECTION 2.04. Standby Borrowing ProcedureSECTION 2.04.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower Westinghouse shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 heretoB-1, to be received by the Administrative Agent (i) in the case of a Eurodollar Competitive BorrowingLoan, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing Loan and (ii) in the case of a Fixed an Absolute Rate BorrowingLoan, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid RequestLoan. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 B-1 may be rejected in the Administrative Agent's sole discretiondiscretion (exercised in good faith), and the Administrative Agent shall as soon as practicable promptly notify the Borrower Westinghouse of such rejection by telephone, confirmed by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing Competitive Loan then being requested is to be a Eurodollar Borrowing Competitive Loan or a Fixed an Absolute Rate BorrowingLoan, (y) the date of such Borrowing Loan (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Revolving Credit Maturity Date). As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaidaforesaid (and in any event by 5:00 p.m., New York City time, on the date of such receipt if such receipt occurs by the time specified in the first sentence of this paragraph), the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit A-2 heretoB-2) the Banks Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the such Competitive Bid Request. (b) Each Bank Lender may, in its sole discretion, make one or more Competitive Bids to the Borrower Westinghouse responsive to a Competitive Bid Request. Each Competitive Bid by a Bank must be received by the Administrative Agent via by telecopier, in the form of Exhibit A-3 heretoB-3, (i) in the case of a Eurodollar Competitive BorrowingLoan, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing Loan and (ii) in the case of a Fixed an Absolute Rate BorrowingLoan, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive BorrowingLoan. Multiple bids Competitive Bids will be accepted by the Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 B-3 may be rejected by the Administrative Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive BidWestinghouse, and the Administrative Agent shall notify the Bank Lender making such nonconforming bid Competitive Bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing Loan requested by the BorrowerWestinghouse) of the Competitive Loan or Loans that the Bank applicable Lender is willing to make to the BorrowerWestinghouse, (y) the Competitive Bid Rate or Rates at which the Bank such Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If A Competitive Bid submitted pursuant to this paragraph (b) shall be irrevocable (subject to the satisfaction of the conditions to borrowing set forth in Article IV). (c) The Administrative Agent shall promptly (and in any Bank shall elect not to make a Competitive Bid, such Bank shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 event by 10:15 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Competitive Loan as part of date on which such Competitive Borrowing. A Competitive Bid submitted by a Bank pursuant to this paragraph (bBids shall have been made) shall be irrevocable. (c) The Agent shall as soon as practicable notify the Borrower Westinghouse by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank Lender that made each bidCompetitive Bid. The Administrative Agent shall send a copy of all Competitive Bids to the Borrower Westinghouse for its records as soon as practicable after completion of the bidding process set forth in this Section 2.032.3. (d) Westinghouse may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Competitive Bid referred to in paragraph (c) above. Westinghouse shall notify the Administrative Agent by telephone, confirmed by telecopier in such form as may be agreed upon by Westinghouse and the Administrative Agent, whether and to what extent it has decided to accept or reject any of or all the Competitive Bids referred to in paragraph (c) above, (x) in the case of a Eurodollar Competitive Loan, not later than 11:00 a.m., New York City time, three Business Days before a proposed Competitive Loan, and (y) in the case of an Absolute Rate Loan, not later than 11:00 a.m., New York City time, on the day of a proposed Competitive Loan; provided, however, that (i) the failure by Westinghouse to give such notice shall be deemed to be a rejection of all the Competitive Bids referred to in paragraph (c) above, (ii) Westinghouse shall not accept a Competitive Bid made at a particular Competitive Bid Rate if it has decided to reject a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by Westinghouse shall not exceed the principal amount specified in the Competitive Bid Request (but may be less than that requested), (iv) if Westinghouse shall accept a Competitive Bid or Competitive Bids made at a particular Competitive Bid Rate but the amount of such Competitive Bid or Competitive Bids shall cause the total amount of Competitive Bids to be accepted by it to exceed the amount specified in the Competitive Bid Request, then Westinghouse shall accept a portion of such Competitive Bid or Competitive Bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid at such Competitive Bid Rate, and (v) except pursuant to clause (iv) above no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral amount multiple of $1,000,000; provided, further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the

Competitive Bid Procedure. (a) In order Subject to the terms and conditions set forth herein, from time to time during the Revolving Commitment Period the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; PROVIDED, that the sum of the Total Revolving Extensions of Credit plus the aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the Total Revolving Commitments. To request Competitive Bids, the Borrower shall hand deliver or telecopy to notify the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 heretosuch request by telephone, to be received by the Agent (i) in the case of a Eurodollar Competitive BorrowingLoan, not later than 10:00 a.m.12:00 Noon, New York City time, four Business Days before a the date of the proposed Competitive Borrowing and (ii) borrowing and, in the case of a Fixed Rate BorrowingCompetitive Loan, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall as soon as practicable notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing the proposed Borrowing; PROVIDED, that the Borrower may submit up to (which shall be a Business Daybut not more than) and three Competitive Bid Requests on the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000same day, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable after its receipt of but a Competitive Bid Request that is shall not rejected as aforesaid, be made within five Business Days after the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Banks to bid, on the terms and conditions date of this Agreement, to make Competitive Loans pursuant to the any previous Competitive Bid Request. (b) Each Bank may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to a unless any and all such previous Competitive Bid Request. Each Competitive Bid by a Bank must be received by the Agent via telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the Agent Requests shall notify the Bank making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan have been withdrawn or Loans that the Bank is willing to make to the Borrower, (y) the Competitive Bid Rate or Rates at which the Bank is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank shall elect not to make a Competitive Bid, such Bank shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank pursuant to this paragraph (b) shall be irrevocable. (c) The Agent shall as soon as practicable notify the Borrower by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank that made each bid. The Agent shall send a copy of all Competitive Bids received in response thereto rejected, and each Competitive Bid Request must refer solely to Eurodollar Competitive Loans or Fixed Rate Competitive Loans. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Borrower for its records as soon as practicable after completion Administrative Agent of a written Competitive Bid Request in a form approved by the bidding process set forth in this Section 2.03.Administrative Agent and

Competitive Bid Procedure. (a) In order to request Competitive Bids, the a Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Administrative Agent (i) in the case of a Eurodollar Eurocurrency Competitive Borrowing, not later than 10:00 11:00 a.m., New York City time (or, if the Bid Request is delivered or telecopied to the Administrative Agent in London, 10:00 a.m., London time), four Business Days days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Administrative Agent's 33 27 sole discretion, and the Administrative Agent shall as soon as practicable promptly notify the applicable Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (xA) whether the Borrowing then being requested is to be a Eurodollar Eurocurrency Borrowing or a Fixed Rate Borrowing, (yB) the date of such Borrowing (which shall be a Business Day), (C) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple such Borrowing, (D) the currency of $1,000,000, such Borrowing and (zE) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon If no election as practicable to the currency of Borrowing is specified in any Competitive Bid Request, then the applicable Borrower shall be deemed to have requested Borrowings in Dollars. Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Banks Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each Bank may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Bank must be received by the Agent via telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the Agent shall notify the Bank making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or Loans that the Bank Lender is willing to make to the applicable Borrower, (yB) the Competitive Bid Rate or Rates at which the Bank Lender is prepared to make the Competitive Loan or Loans and (zC) the Interest Period and the last day thereof. If any Bank Lender shall elect not to make a Competitive Bid, such Bank Lender shall so notify the Administrative Agent via by telecopier (I) in the case of Eurodollar Eurocurrency Competitive Loans, not later than 9:30 11:00 a.m., New York City time (or, if the notice is delivered or telecopied to the Administrative Agent in London, 10:00 a.m., London time), three Business Days days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 11:00 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank Lender to give such notice shall not cause such Bank Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank Lender pursuant to this paragraph (b) shall be irrevocable. (c) The Administrative Agent shall as soon as practicable promptly notify the applicable Borrower by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank Lender that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the applicable Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) The applicable Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Competitive Bid referred to in paragraph (c) above. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopier in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above, (x) in the case of a Eurocurrency Competitive Borrowing, not later than 11:30 a.m., New York City time (or, if the notice is delivered or telecopied to the Administrative Agent in London, 10:30 a.m., London time), three Business days before a proposed Competitive Borrowing, and (y) in the case of a Fixed Rate Borrowing, not later than 11:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by the applicable Borrower to give such notice shall 35 29 be deemed to be a rejection of all the bids referred to in paragraph (c) above, (ii) such Borrower shall not accept a bid made at a particular Competitive Bid Rate if the Borrower has decided to reject a bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (iv) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by the Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (v) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in (x) a minimum principal amount or Assigned Dollar Value of $5,000,000 and (except in the case of Alternative Currency Borrowings) an integral multiple of $1,000,000 or (y) an aggregate principal amount equal to the remaining balance of the available applicable Commitments; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the applicable Borrower. A notice given by the applicable Borrower pursuant to this paragraph (d) shall be irrevocable. (f) A Competitive Bid Request shall not be made within five Business days after the date of any previous Competitive Bid Request. (g) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to the applicable Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the Administrative Agent pursuant to paragraph (b) above. (h) All notices required by this Section 2.03 shall be given in accordance with Section 10.01.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower Borrowers shall hand deliver or telecopy to the Administrative Agent and the Auction Administration Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 heretoRequest, to be received by the Administrative Agent and the Auction Administration Agent (i) in the case of a Eurodollar Competitive BorrowingAdvances, not later than 10:00 9:00 a.m., New York City Dallas, Texas time, four Business Days before a proposed the requested date of such Competitive Borrowing Advance and (ii) in the case of a Fixed Rate BorrowingAdvances, not later than 10:00 9:00 a.m., New York City Dallas, Texas time, one Business Day before a proposed the requested date of such Competitive BorrowingAdvance. No ABR Loan Alternate Base Rate Advance shall be requested in, or or, except pursuant to Section 4.4, made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 "B-2" may be rejected in at the Auction Administration Agent's sole discretion, and the Auction Administration Agent shall as soon as practicable promptly notify the Borrower Borrowers of such rejection by telecopier. Such request Each Competitive Bid Request shall in each case refer to this Agreement and specify (xw) whether the Borrowing then being requested Borrower to whom such Advance is to be a Eurodollar Borrowing or a Fixed Rate Borrowingmade, (x) the Type of the Advance, (y) the requested date of such Borrowing Competitive Advance (which shall be a Business Day) and the aggregate principal amount thereof (which shall not be in a minimum principal amount of less than $5,000,000 10,000,000 or greater than the unused Total Commitment on the requested date for such Competitive Advance and in shall be an integral multiple of $1,000,000), and (z) the Interest Period with respect thereto (which may not end after the Maturity Termination Date). As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Auction Administration Agent shall invite by telecopier (substantially in the form set forth in Exhibit A-2 B-3 hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans Advances pursuant to the such Competitive Bid Request. (b) Each Bank may, in its sole discretion, make one or more Competitive Bids to the Borrower Borrowers responsive to a each Competitive Bid Request. Each Competitive Bid by a Bank must be received by the Auction Administration Agent via telecopier, substantially in the form of Exhibit A-3 B-4 hereto, (i) in the case of a Eurodollar Competitive BorrowingAdvances, not later than 9:30 9:00 a.m., New York City Dallas, Texas time, three Business Days before the requested date for a proposed Competitive Borrowing Advance and (ii) in the case of a Fixed Rate BorrowingAdvances, not later than 9:30 8:30 a.m., New York City Dallas, Texas time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the AgentAdvance. Competitive Bids that do not conform substantially to the format of Exhibit A-3 B-4 may be rejected by the Auction Administration Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive BidBorrowers, and the Auction Administration Agent shall notify the non-conforming Bank making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) specify the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing Advance requested by the BorrowerBorrowers) of the Competitive Loan or Loans that Advance the Bank is willing to make to the BorrowerBorrowers, (y) specify the Competitive Bid Rate or Rates Rate(s) at which the Bank is prepared to make the Competitive Loan or Loans Advance and (z) confirm the Interest Period and with respect thereto specified by the last day thereof. If any Bank shall elect not to make a Competitive Bid, such Bank shall so notify the Agent via telecopier (I) Borrowers in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Competitive Loan as part of such Competitive BorrowingBid Request. A Competitive Bid submitted by a Bank pursuant to this paragraph (b) shall be irrevocable. (c) The Auction Administration Agent shall as soon as practicable promptly notify the Borrower Borrowers by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan Advance in respect of which a Competitive Bid was made and the identity of the Bank that made each bid. The Auction Administration Agent shall send a copy of all Competitive Bids to the Borrower Borrowers for its their records as soon as practicable after completion of the bidding process set forth in this Section 2.032.6. (d) The Borrowers may in their sole and absolute discretion, subject only to the provisions of this Section 2.6(d), accept or reject any or all of the Competitive Bids referred to in paragraph (c) above; provided, however, that the aggregate amount of the Competitive Bids so accepted by the Borrowers may not exceed the principal amount of the Competitive Advance requested by the Borrowers. The Borrowers shall notify the Auction Administration Agent by telecopier whether and to what extent they have decided to accept or reject any or all of the bids referred to in paragraph (c) above, (i) in the case of Eurodollar Advances, not later than 11:00 a.m., Dallas, Texas time, three Business Days before the requested date for a proposed Competitive Advance and (ii) in the case of Fixed Rate Advances, not later than 9:30 a.m., Dallas, Texas time, on the day specified for a proposed Competitive Advance; provided, however, that (w) the failure by the Borrowers to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (x) the Borrowers shall not accept a bid made at a particular Competitive Bid Rate if the Borrowers have decided to reject a bid made at a lower Competitive Bid Rate, (y) if the Borrowers shall accept bids made at a particular Competitive Bid Rate but shall be restricted by other conditions hereof from borrowing the full principal amount of Competitive Advances in respect of which bids at such Competitive Bid Rate have been made or shall not require the full amount offered thereby, then the Borrowers shall accept a pro rata portion of each bid made at such Competitive Bid Rate based as nearly as possible on the respective principal amounts of Competitive Advances for which such bids were made and (z) no bid shall be accepted for a Competitive Advance unless such Competitive Advance is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000. Notwithstanding the foregoing clause (z), if it is necessary for the Borrowers to accept a pro rata allocation of the bids made in response to a Competitive Bid Request (whether pursuant to the events specified in clause (y) above or otherwise) and the available principal amount of Competitive Advances to be allocated among the Banks is not sufficient to enable Competitive Advances to be allocated to each Bank in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000, then the Borrowers shall select the Banks to be allocated such Competitive Advances and shall round allocations up or down to the next higher or lower multiple of $500,000 as it shall deem appropriate. A notice given by the Borrowers pursuant to this paragraph (d) shall be irrevocable. (e) The Auction Administration Agent shall promptly notify each bidding Bank whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopier, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Advance in respect of which its bid has been accepted. After completing the notifications referred to in the immediately preceding sentence, the Auction Administration Agent shall (i) notify the Administrative Agent of each Competitive Bid that has been accepted, the amount thereof and the Competitive Bid Rate therefor and (ii) notify each Bank of the aggregate principal amount of all Competitive Bids accepted. (f) Upon receipt from the Administrative Agent of the Eurodollar Rate applicable to any Eurodollar Advance to be made by any Bank pursuant to a Competitive Bid that has been accepted by the Borrowers pursuant to Section 2.6(d), the Auction Administration Agent shall notify such Bank of (i) the applicable Eurodollar Rate and (ii) the sum of the applicable Eurodollar Rate plus the Margin bid by such Bank. (g) No Competitive Bid Request shall be made within five Business Days of the date of any other Competitive Bid Request, unless the Borrowers and the Auction Administration Agent shall mutually agree otherwise. (h) If the Auction Administration Agent or any of its Affiliates shall at any time have a Commitment hereunder and shall elect to submit a Competitive Bid in its capacity as a Bank, such Bank shall submit such bid directly to the Borrowers one quarter of an hour earlier than the latest time at which the other Banks are required to submit their bids to the Auction Administration Agent pursuant to paragraph (b) above. (i) All notices required by this Section 2.6 shall be made in accordance with Section 12.10. (j) Each Bank shall make its portion of each Competitive Advance on the date specified for such Competitive Advance thereof by paying the amount required to the Administrative Agent at the Principal Office in immediately available funds not later than 12:00 noon, Dallas, Texas time, and the Administrative Agent shall by 2:00 p.m., Dallas, Texas time, credit the amounts so received to the general deposit account of the specified Borrower with the Administrative Agent or, if Competitive Advances are not made on such date because any condition precedent to an Advance herein specified shall not have been met, return the amounts so received to the respective Banks as soon as practicable.

Competitive Bid Procedure. (a) In order to request -------------------------- Competitive Bids, the a Borrower shall hand deliver deliver, telex or telecopy to the Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Agent (i) in the case of a Eurodollar Competitive Borrowing or a CD Borrowing, not later than 10:00 11:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 11:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may shall be rejected in the Agent's sole discretion, and the Agent shall as soon as practicable promptly notify the appropriate Borrower of such rejection by telex or telecopier. Such request shall in each case refer to this Agreement and specify (x) whether that the Borrowing then being requested is to be a Eurodollar Borrowing, a CD Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof (which shall be be, subject to the third sentence of Section 2.02(a), in a minimum principal amount of $5,000,000 25,000,000 and in an integral multiple of $1,000,000, 5,000,000 and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telex or telecopier (in the form set forth in Exhibit A-2 hereto) the Banks Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each Bank The Agent may, in its sole discretion, make one or more Competitive Bids to the appropriate Borrower responsive to a such Borrower's Competitive Bid Request. Each Competitive Bid by a Bank the Agent must be received by submitted to the Agent Borrower via telex or telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing or CD Borrowing, not later than 9:30 8:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 8:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Each Lender may, in its sole discretion, make one or more Competitive Bids to the appropriate Borrower responsive to such Borrower's Competitive Bid Request. Each Competitive Bid by a Lender must be received by the Agent via telex or telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Borrowing or CD Borrowing, not later than 9:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:00 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of requesting such Competitive BidBids, and the Agent shall notify the Bank Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may 5,000,000 (unless such principal amount shall equal the entire principal amount of the Competitive Borrowing requested by the such Borrower) and which may equal such entire principal amount) of the Competitive Loan or Loans that the Bank Lender is willing to make to the BorrowerBorrower requesting such Competitive Bid, (y) the Competitive Bid Rate or Rates at which the Bank Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank Lender shall elect not to make a Competitive Bid, such Bank Lender shall so notify the Agent via telex or telecopier (IA) in the case of a Eurodollar Competitive LoansBorrowing or a CD Borrowing, not later than 9:30 9:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, Borrowing and (IIB) in the case of a Fixed Rate LoansBorrowing, not later than 9:30 9:00 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank -------- ------- Lender to give such notice shall not cause such Bank Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank Lender pursuant to this paragraph (b) shall be irrevocable. (c) The Agent shall as soon as practicable notify the appropriate Borrower by telex or telecopier not later than (i) in the case of a Eurodollar Competitive LoansBorrowing or a CD Borrowing, not later than 10:00 a.m., New York City time, three Business Days before a the proposed Competitive Borrowing, Borrowing and (ii) in the case of a Fixed Rate LoansBorrowing, not later than 10:00 a.m., New York City time, on the day of a the proposed Competitive Borrowing, Borrowing of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank Lender that made each bid. The Agent shall send a copy of all Competitive Bids to the such Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) The appropriate Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d) and paragraph (h) below, accept or reject any Competitive Bid referred to in paragraph (c) above. Such Borrower shall notify the Agent by telex or telecopier not later than (i) in the case of a Eurodollar Borrowing or a CD Borrowing, 11:30 a.m., New York City time, three Business Days before the proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 11:30 a.m., New York City time, on the day of the proposed Competitive Borrowing whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above; provided, however, that (v) the failure by such Borrower to -------- ------- give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (w) such Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (x) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the related Competitive Bid Request, (y) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by such Borrower to exceed the amount specified in the related Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the related Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (z) except pursuant to clause (y) above, no bid shall be accepted for a Competitive Loan unless the principal amount of such Competitive Loan is in an integral multiple of $5,000,000 or is equal to the entire principal amount of the Competitive Borrowing being requested by such Borrower; provided further, -------- ------- however, that if a Competitive Loan must be in an amount less than $5,000,000 ------- because of the provisions of clause (y) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (y) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of such Borrower. A notice given pursuant to this paragraph (d) by the appropriate Borrower shall be irrevocable. (e) The Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telex or telecopier sent by the Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) The Borrowers shall not make more than 10 Competitive Bid Requests during any 30-day period. (g) All notices required by this Section 2.03 shall be given in accordance with Section 9.01. (h) At no time shall the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed the Total Commitment in effect at such time. (i) The Agent shall hold in confidence each Competitive Bid received by the Agent until such Competitive Bid has been disclosed to the appropriate Borrower pursuant to paragraph (d) above.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the relevant Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 heretoB-1, to be received by the Administrative Agent (i) in the case of a Eurodollar Competitive BorrowingLoan, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing Loan and (ii) in the case of a Fixed an Absolute Rate BorrowingLoan, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid RequestLoan. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 B-1 may be rejected in the Administrative Agent's sole discretiondiscretion (exercised in good faith), and the Administrative Agent shall as soon as practicable promptly notify the relevant Borrower of such rejection by telephone, confirmed by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing Competitive Loan then being requested is to be a Eurodollar Borrowing Competitive Loan or a Fixed an Absolute Rate BorrowingLoan, (y) the date of such Borrowing Loan (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Revolving Credit Maturity Date). As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaidaforesaid (and in any event by 5:00 p.m., New York City time, on the date of such receipt if such receipt occurs by the time specified in the first sentence of this paragraph), the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit A-2 heretoB-2) the Banks Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the such Competitive Bid Request. (b) Each Bank Lender may, in its sole discretion, make one or more Competitive Bids to the relevant Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Bank must be received by the Administrative Agent via by telecopier, in the form of Exhibit A-3 heretoB-3, (i) in the case of a Eurodollar Competitive BorrowingLoan, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing Loan and (ii) in the case of a Fixed an Absolute Rate BorrowingLoan, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive BorrowingLoan. Multiple bids Competitive Bids will be accepted by the Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 B-3 may be rejected by the Administrative Agent after conferring with, and upon the instruction 22 18 of, the relevant Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the Administrative Agent shall notify the Bank Lender making such nonconforming bid Competitive Bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing Loan requested by the relevant Borrower) of the Competitive Loan or Loans that the Bank applicable Lender is willing to make to the relevant Borrower, (y) the Competitive Bid Rate or Rates at which the Bank such Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If A Competitive Bid submitted pursuant to this paragraph (b) shall be irrevocable (subject to the satisfaction of the conditions to borrowing set forth in Article IV). (c) The Administrative Agent shall promptly (and in any Bank shall elect not to make a Competitive Bid, such Bank shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 event by 10:15 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Competitive Loan as part of date on which such Competitive Borrowing. A Competitive Bid submitted by a Bank pursuant to this paragraph (bBids shall have been made) shall be irrevocable. (c) The Agent shall as soon as practicable notify the relevant Borrower by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank Lender that made each bidCompetitive Bid. The Administrative Agent shall send a copy of all Competitive Bids to the relevant Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.032.3. (d) The relevant Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Competitive Bid referred to in paragraph (c) above. The relevant Borrower shall notify the Administrative Agent by telephone, confirmed by telecopier in such form as may be agreed upon by such Borrower and the Administrative Agent, whether and to what extent it has decided to accept or reject any of or all the Competitive Bids referred to in paragraph (c) above, (x) in the case of a Eurodollar Competitive Loan, not later than 11:00 a.m., New York City time, three Business Days before a proposed Competitive Loan, and (y) in the case of an Absolute Rate Loan, not later than 11:00 a.m., New York City time, on the day of a proposed Competitive Loan; provided, however, that (i) the failure by such Borrower to give such notice shall be deemed to be a rejection of all the Competitive Bids referred to in paragraph (c) above, (ii) such Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if it has decided to reject a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid Request (but may be less than that requested), (iv) if such Borrower shall accept a Competitive Bid or Competitive Bids made at a particular Competitive Bid Rate but the amount of such Competitive Bid or Competitive Bids shall cause the total amount of Competitive Bids to be accepted by it to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such Competitive Bid or Competitive Bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid at such Competitive Bid Rate, and (v) except pursuant to clause (iv) above no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral amount multiple of $1,000,000; provided, further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of such Borrower. A notice given by any Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopy sent by the Administrative Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted. (f) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless the Administrative Agent shall agree otherwise. (g) If the Lender which is the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the relevant Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) above. (h) All notices required by this Section 2.3 shall be given in accordance with Section 9.1. (i) No Borrower shall have the right to prepay any Competitive Loan without the consent of the affected Lender or Lenders.

Competitive Bid Procedure. 2.2.1.1 Borrower may request the Revolving Credit Lenders to make Competitive Bids in respect of an aggregate amount of Competitive Bid Borrowings at any time outstanding not in excess of: (ai) the Total Revolving Credit Commitment in effect at such time less (ii) the Aggregate Outstanding Revolving Credit at such time. In order to request Competitive Bids, Borrower will pay Administrative Agent a fee as set forth in the Borrower shall Side Letter and hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received Request: (a) by the Agent 11:00 a.m. (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m.New York, New York City time, four ) five Business Days before prior to the proposed Borrowing for a Euro-Rate Competitive Bid Loan; (b) by 11:00 a.m. (New York, New York time) three Business Days prior to the proposed Competitive Borrowing and (ii) in the case of for a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid RequestLoan. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 the form delivered by Documentation Agent to Borrower and Revolving Credit Lenders in connection with the Closing may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall as soon as practicable will promptly notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall will invite by telecopier (in the form set forth delivered by Documentation Agent to Borrower and Revolving Credit Lenders in Exhibit A-2 heretoconnection with the Closing) the Banks Revolving Credit Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Bid Loans pursuant to the Competitive Bid Request. (b) 2.2.1.2 Each Bank Revolving Credit Lender may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to a any Competitive Bid Request. Each Competitive Bid by a Bank Revolving Credit Lender must be received by the Administrative Agent via telecopier, in the form of Exhibit A-3 heretodelivered by Documentation Agent to Borrower and Revolving Credit Lenders in connection with the Closing, (i) in the case of a Eurodollar Euro-Rate Competitive BorrowingBid Loan, not later than 9:30 a.m.2:00 p.m. (New York, New York City time, three ) four Business Days before a proposed Competitive Borrowing Bid Loan and (ii) in the case of a Fixed Rate BorrowingCompetitive Bid Loan, not later than 9:30 a.m.10:00 a.m. (New York, New York City time, on ) one Business Day before the day of a proposed Competitive BorrowingBid Loan. Multiple bids will be accepted by the Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 form delivered by Documentation Agent to Borrower and Revolving Credit Lenders in connection with the Closing may be rejected by the Administrative Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent ; and the Borrower to occur as soon as practicable following the receipt by the Administrative Agent of such Competitive Bid, and the Agent shall will notify the Bank making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or Loans that the Bank is willing to make to the Borrower, (y) the Competitive Bid Rate or Rates at which the Bank is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank shall elect not to make a Competitive Bid, such Bank shall so Revolving Credit Lender 2.2.1.3 The Administrative Agent will promptly notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank pursuant to this paragraph (b) shall be irrevocable. (c) The Agent shall as soon as practicable notify the Borrower by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate Rate, the Interest Period and the principal amount of each Competitive Bid Loan in respect of which a Competitive Bid was made and the identity of the Bank Revolving Credit Lender that made each bid. The Administrative Agent shall will send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03Section. 2.2.1.4 Borrower may in its sole and absolute discretion, subject only to the provisions of this subsection, accept or reject any Competitive Bid or portion thereof. Borrower will notify the Administrative Agent by telephone, confirmed by telecopier in the form of a Competitive Bid Accept/Reject Letter, whether and 2.2.1.5 The Administrative Agent will promptly notify each bidding Revolving Credit Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopy sent by the Administrative Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Bid Loan in respect of which its bid has been accepted; provided however, that Lender may designate its Designated Lender to

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's ’s sole discretion, and the Agent shall as soon as practicable promptly notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 10,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Banks Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. Competitive Borrowings may not be made in an aggregate principal amount outstanding at any time greater than the Total Commitment minus the Revolving Credit Exposures at such time. (b) Each Bank Lender may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Bank Lender must be received by the Agent via telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the Agent shall notify the Bank Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 10,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or Loans that the Bank Lender is willing to make to the Borrower, (y) the Competitive Bid Rate or Rates at which the Bank Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank Lender shall elect not to make a Competitive Bid, such Bank Lender shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank Lender to give such notice shall not cause such Bank Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank Lender pursuant to this paragraph (b) shall be irrevocable. (c) The Agent shall as soon as practicable promptly notify the Borrower by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank Lender that made each bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Competitive Bid referred to in paragraph (c) above. The Borrower shall notify the Agent by telephone, confirmed by telecopier in the form of a Competitive Bid Accept/Reject Letter in the form of Exhibit A-4 hereto, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above, (x) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (y) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by the Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (ii) the Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Request and shall be in a minimum principal amount of $10,000,000, (iv) if the Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by the Borrower to exceed the amount specified in the Competitive Bid Request, then the Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (v) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $10,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $10,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the Borrower. A notice given by the Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopy sent by the Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request. (g) If the Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the Agent pursuant to paragraph (b) above. (h) All notices required by this Section 2.03 shall be given in accordance with Section 9.01.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower or any Subsidiary Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request substantially in the form of Exhibit A-1 heretoD-1, to be received by the Administrative Agent (i) in the case of a Eurodollar LIBOR Competitive Borrowing, not later than 10:00 a.m.2:00 p.m., New York City time, four Business Working Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m.2:00 p.m., New York City time, one Business Day before a proposed Competitive Borrowing. Each Competitive Bid Request shall specify the requested Currency. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 D-1 may be rejected in the Administrative Agent's ’s sole discretion, and the Administrative Agent shall as soon as practicable promptly notify the Borrower or such Subsidiary Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (xi) whether the Borrowing then being requested is to be a Eurodollar LIBOR Borrowing or a Fixed Rate Borrowing, (yii) the date of such Borrowing (which shall be a Business DayDay in the case of a Fixed Rate Borrowing and a Working Day in the case of a LIBOR Competitive Borrowing) and the aggregate principal amount thereof Dollar Equivalent Amount thereof, which shall be in a minimum principal amount Dollar Equivalent Amount of $5,000,000 10,000,000 and in an integral multiple of $1,000,0005,000,000, and (ziii) the Interest Period with respect thereto (which may not end after the Maturity Termination Date). As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit A-2 heretoD-2) the Banks Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to the such Competitive Bid Request. (b) Each Bank Lender may, in its sole discretion, make one or more Competitive Bids to the Borrower or any Subsidiary Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Bank Lender must be received by the Administrative Agent via telecopier, substantially in the form of Exhibit A-3 heretoD-3, (i) in the case of a Eurodollar LIBOR Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Working Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids Competitive Bids will be accepted by the Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 D-3 may be rejected by the Administrative Agent after conferring with, and upon the instruction 22 18 of, the Borrower or the applicable Subsidiary Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the Administrative Agent shall notify the Bank Lender making such nonconforming bid Competitive Bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (xi) the principal amount Dollar Equivalent Amount (which shall be in a minimum principal amount Dollar Equivalent Amount of $5,000,000 10,000,000 and in an integral multiple of $1,000,000 5,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower or the applicable Subsidiary Borrower) of the Competitive Loan or Loans that the Bank applicable Lender is willing to make to the Borrower or the applicable Subsidiary Borrower, (yii) the Competitive Bid Rate or Rates at which the Bank such Lender is prepared to make the such Competitive Loan or Loans and (ziii) the Interest Period and the last day thereofor Interest Periods with respect thereto. If any Bank Lender shall elect not to make a Competitive Bid, such Bank Lender shall so notify the Administrative Agent via telecopier (Ii) in the case of Eurodollar LIBOR Competitive Loans, not later than 9:30 a.m., New York City time, three Business Working Days before a proposed Competitive Borrowing, Borrowing and (IIii) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, provided that failure by any Bank Lender to give such notice shall not cause such Bank Lender to be obligated to make any Competitive Loan as part of such proposed Competitive Borrowing. A Competitive Bid submitted by a Bank Lender pursuant to this paragraph (b) shall be irrevocable. (c) The Administrative Agent shall as soon as practicable promptly notify the Borrower or the applicable Subsidiary Borrower by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate or Rates and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank Lender that made each bidCompetitive Bid. The Administrative Agent shall send a copy of all Competitive Bids to the Borrower or the applicable Subsidiary Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.032.4. (d) The Borrower or the applicable Subsidiary Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Competitive Bid referred to in paragraph (c) above. The Borrower or the applicable Subsidiary Borrower shall notify the Administrative Agent by telephone, promptly confirmed by telecopier in the form of a Competitive Bid Accept/Reject Letter whether and to what extent it has decided to accept or reject any or all of the Competitive Bids referred to in paragraph (c) above, (i) in the case of a LIBOR Competitive Borrowing, not later than 10:30 a.m., New York City time, three Working Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided that (A) the failure by the Borrower or the applicable Subsidiary Borrower to give such notice shall be deemed to be a rejection of all the Competitive Bids referred to in paragraph (c) above, (B) neither the Borrower, nor any Subsidiary Borrower shall accept a Competitive Bid made at a particular Competitive Bid Rate if the Borrower or such Subsidiary Borrower has decided to reject a Competitive Bid made at a lower Competitive Bid Rate, (C) the aggregate amount of the Competitive Bids accepted by the Borrower or the applicable Subsidiary Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (D) if the Borrower or any Subsidiary Borrower shall accept a Competitive Bid or Competitive Bids made at a particular Competitive Bid Rate but the amount of such Competitive Bid or Competitive Bids shall cause the total amount of Competitive Bids to be accepted by the Borrower or the applicable Subsidiary Borrower to exceed the amount specified in the Competitive Bid Request, then the Borrower or the applicable Subsidiary Borrower shall accept a portion of such Competitive Bid or Competitive Bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted at lower Competitive Bid Rates with respect to such Competitive Bid Request (it being understood that acceptance in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid at such Competitive Bid Rate), (E) except pursuant to clause (D) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal Dollar Equivalent Amount of $10,000,000 and an integral multiple of $5,000,000 and (F) neither the Borrower, nor any Subsidiary Borrower may accept Competitive Bids for Competitive Loans in any currency other than the currency specified in the related Competitive Bid Request; and provided, further, that if a Competitive Loan must be in an amount less than the Dollar Equivalent Amount of $10,000,000 because of the provisions of clause (D) above, such Competitive Loan shall be in a minimum principal Dollar Equivalent Amount of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (D), the amounts shall be rounded to the Dollar Equivalent Amount of integral multiples of $1,000,000 in a manner that shall be in the discretion of the Borrower or the applicable Subsidiary Borrower. A notice given by the Borrower or any Subsidiary Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender whether its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopy sent by the Administrative Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted in the applicable Currency. (f) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the Borrower or the applicable Subsidiary Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) above. (g) All notices required by this Section 2.4 shall be given in accordance with Section 10.1.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower Company shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 heretoRequest, to be received by the Administrative Agent (i) in the case of a Eurodollar Competitive BorrowingLoans, not later than 10:00 a.m., New York City time, four Business Days before the Borrowing Date specified for a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate BorrowingLoans, not later than 10:00 a.m., New York City time, one Business Day before the Borrowing Date specified for a proposed Competitive Borrowing. No ABR Alternate Base Loan shall be requested in, or or, except pursuant to Section 2.14, made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in at the Administrative Agent's sole discretion, and the Administrative Agent shall as soon as practicable promptly notify the Borrower Company of such rejection by telecopier. Such request Each Competitive Bid Request shall in each case refer to this Agreement and specify (x) whether the Borrowing Competitive Loans then being requested is are to be a Eurodollar Borrowing Loans or a Fixed Rate BorrowingLoans, (y) the date Borrowing Date of such Borrowing Competitive Loans (which shall be a Business Day) and the aggregate principal amount thereof (which shall not be in a minimum principal amount of less than $5,000,000 10,000,000 or greater than the unused Total Commitment on such Borrowing Date and in shall be an integral multiple of $1,000,000), and (z) the Interest Period with respect thereto (which may not end after the Maturity Termination Date). As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (substantially in the form set forth in Exhibit A-2 B hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the such Competitive Bid Request. (b) Each Bank may, in its sole discretion, make one or more Competitive Bids to the Borrower Company responsive to a each Competitive Bid Request. Each Competitive Bid by a Bank must be received by the Administrative Agent via telecopier, substantially in the form of Exhibit A-3 C hereto, (i) in the case of a Eurodollar Competitive BorrowingLoans, not later than 9:30 10:00 a.m., New York City time, three Business Days before the Borrowing Date specified for a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate BorrowingLoans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 C may be rejected by the Administrative Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive BidCompany, and the Administrative Agent shall notify the non-conforming Bank making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) specify the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the BorrowerCompany) of the Competitive Loan or Loans that the Bank is willing to make to the BorrowerCompany, (y) specify the Competitive Bid Rate or Rates Rate(s) at which the Bank is prepared to make the Competitive Loan or Loans and (z) confirm the Interest Period and with respect thereto specified by the last day thereof. If any Bank shall elect not to make a Company in its Competitive Bid, such Bank shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Competitive Loan as part of such Competitive BorrowingBid Request. A Competitive Bid submitted by a Bank pursuant to this paragraph (b) shall be irrevocable. (c) The Administrative Agent shall as soon as practicable promptly notify the Borrower Company by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the Borrower Company for its records as soon as practicable after completion of the bidding process set forth in this Section 2.032.2. (d) The Company may in its sole and absolute discretion, subject only to the provisions of this Section 2.2(d), accept or reject any or all of the Competitive Bids referred to in paragraph (c) above; provided, however, that the aggregate amount of the Competitive Bids so accepted by the Company may not exceed the principal amount of the Competitive Borrowing requested by the Company. The Company shall notify the Administrative Agent by telecopier whether and to what extent it has decided to accept or reject any or all of the bids referred to in paragraph (c) above, (i) in the case of Eurodollar Loans, not later than 12:00 noon, New York City time, three Business Days before the Borrowing Date specified for a proposed Competitive Borrowing and (ii) in the case of Fixed Rate Loans, not later than 10:30 a.m., New York City time, on the day specified for a proposed Competitive Borrowing; provided, however, that (w) the failure by the Company to give such notice shall be deemed to be a ] rejection of all the bids referred to in paragraph (c) above, (x) the Company shall not accept a bid made at a particular Competitive Bid Rate if the Company has decided to reject a bid made at a lower Competitive Bid Rate, (y) if the Company shall accept bids made at a particular Competitive Bid Rate but shall be restricted by other conditions hereof from borrowing the full principal amount of Competitive Loans in respect of which bids at such Competitive Bid Rate have been made or shall not require the full amount offered thereby, then the Company shall accept a pro rata portion of each bid made at such Competitive Bid Rate based as nearly as possible on the respective principal amounts of Competitive Loans for which such bids were made and (z) no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000. Notwithstanding the foregoing clause (z), if it is necessary for the Company to accept a pro rata allocation of the bids made in response to a Competitive Bid Request (whether pursuant to the events specified in clause (y) above or otherwise) and the available principal amount of Competitive Loans to be allocated among the Banks is not sufficient to enable Competitive Loans to be allocated to each Bank in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000, then the Company shall select the Banks to be allocated such Competitive Loans and shall round allocations up or down to the next higher or lower multiple of $500,000 as it shall deem appropriate. A notice given by the Company pursuant to this paragraph (d) shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Bank whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopier, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. After completing the notifications referred to in the immediately preceding sentence, the Administrative Agent shall notify each Bank of the aggregate principal amount of all Competitive Bids accepted. (f) Upon receipt from the Administrative Agent of the LIBO Rate applicable to any Eurodollar Loan to be made by any Bank pursuant to a Competitive Bid that has been accepted by the Company pursuant to Section 2.2(d), the Administrative Agent shall notify such Bank of (i) the applicable LIBO Rate and (ii) the sum of the applicable LIBO Rate plus the Margin bid by such Bank. (g) No Competitive Bid Request shall be made within five Business Days of the date of any other Competitive Bid Request, unless the Company and the Administrative Agent shall mutually agree otherwise. (h) If the Administrative Agent shall at any time have a Commitment hereunder and shall elect to submit a Competitive Bid in its capacity as a Bank, it shall submit such bid directly to the Company one quarter of an hour earlier than the latest time at which the other Banks are required to submit their bids to the Administrative Agent pursuant to paragraph (b) above. (i) All notices required by this Section 2.2 shall be made in accordance with Section 8.2.

Competitive Bid Procedure. (a) In order Each Lender hereby agrees, on the terms and conditions hereinafter set forth, to entertain requests from the Borrower, from time to time on any Business Day during the period from the Effective Date until the date seven (7) days prior to the Maturity Date to make Competitive Bid Loans, PROVIDED that the aggregate principal amount of all Loans outstanding at any one time owing to the Lenders shall not exceed the aggregate amount of the Commitments in effect at such time. Each Lender may, but shall have no obligation to, make such offers, and the Borrower may, but shall have no obligation to, accept any such offers in the manner set forth herein. (b) The Borrower may request Competitive Bids, the Borrower shall hand deliver or telecopy to the Agent Bid Loans by delivering a duly completed Competitive Bid Request substantially in the form of Exhibit A-1 heretoEXHIBIT D-1 to the Administrative Agent by facsimile transmission or by telephone, immediately confirmed by facsimile transmission, not later than 11:00 a.m. (New York City time) four (4) Business Days prior to be received by the Agent proposed Borrowing Date (i) in the case of a Eurodollar LIBO Rate Competitive BorrowingBid Request), and not later than 10:00 a.m., 3:00 p.m. (New York City time, four ) one (1) Business Days before a Day prior to the proposed Competitive Borrowing and Date (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request). A Competitive Bid Request that which does not conform substantially to the format form of Exhibit A-1 EXHIBIT D-1 may be rejected by the Administrative Agent in the Administrative Agent's sole discretion, discretion and the Administrative Agent shall as soon as practicable promptly notify the Borrower of such rejection by telecopierfacsimile transmission or by telephone, immediately confirmed by facsimile transmission. Such request Competitive Bid Request shall in each case refer to this Agreement and specify (xi) that the Competitive Bid Borrowing is being requested pursuant to this Agreement, (ii) whether the Competitive Bid Borrowing then being requested is to be a Eurodollar Borrowing comprised of LIBO Rate Loans or a Fixed Rate BorrowingLoans, (yiii) the date of proposed Borrowing Date for such Competitive Bid Borrowing (which shall be a Business Day) and the aggregate principal amount thereof of such requested Competitive Bid Borrowing which shall be in a minimum principal amount of $5,000,000 and in an integral multiple multiples of $1,000,000, and (ziv) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable Promptly after its receipt of a Competitive Bid Request that which is not rejected as aforesaid, the Administrative Agent shall invite by telecopier the Lenders (in the form set forth in Exhibit A-2 EXHIBIT D-2 attached hereto) the Banks to bid), on the terms and conditions of this Agreement, to make Competitive Loans Bid Quotes pursuant to the Competitive Bid Request. The Borrower may request Competitive Bid Quotes for up to four separate Interest Periods in a single Competitive Bid Request, provided that each requested Competitive Bid Borrowing shall satisfy the minimum borrowing requirement set forth above. (bi) Each Bank Lender may, in its sole discretion, make one or more Competitive Bids Bid Quotes to the Borrower responsive to a Competitive Bid Request. Each Competitive Bid Quote by a Bank Lender must be received by the Administrative Agent via telecopierfacsimile, substantially in the form of Exhibit A-3 EXHIBIT D-3 hereto, (i1) in the case of a Eurodollar LIBO Rate Competitive BorrowingBid Loan, not later than 9:30 a.m., New York City time, three (3) Business Days before a the proposed Competitive Bid Borrowing comprised of LIBO Rate Loans and (ii2) in the case of a Fixed Rate BorrowingLoan, not later than 9:30 a.m., New York City time, on the day Borrowing Date of a proposed Competitive BorrowingBid Borrowing comprised of Fixed Rate Loans. Multiple bids will be accepted by the Administrative Agent. Competitive Bids Bid Quotes that do not conform substantially to the format form of Exhibit A-3 EXHIBIT D-3 may be rejected by the Administrative Agent after conferring with, and upon the instruction 22 18 of, acting in consultation with the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the Administrative Agent shall notify the Bank Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid Quote shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Bid Borrowing requested by the Borrower) of the Competitive Bid Loan or Loans that the Bank Lender is willing to make to the Borrower, (y) the Competitive Bid Rate or Rates at which the Bank Lender is prepared to make the Competitive Bid Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank shall elect not to make a Competitive Bid, such Bank shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid Quote submitted by a Bank Lender pursuant to this paragraph (bc)(i) shall be irrevocable. (cii) The Administrative Agent shall as soon as practicable promptly notify the Borrower by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, telecopy of all the Competitive Bids made, the Competitive Bid Rate Rates and the principal amount of each Competitive Bid Loan in respect of which a Competitive Bid Quote was made and the identity of the Bank Lender that made each bid. The Administrative Agent shall send a copy of all Competitive Bids Bid Quotes to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.032.3. (iii) The Borrower shall before 10:30 a.m. (New York City time) three (3) Business Days before the proposed Borrowing Date in the case of a LIBO Rate Competitive Bid

Competitive Bid Procedure. (a) In order to request Competitive Bidsa CAF Advance, the Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request written notice in the form of Exhibit A-1 heretoE, attached hereto (a "Competitive Bid Request"), to be received by the Administrative Agent (i) in the case of a each CAF Eurodollar Competitive BorrowingRate Advance, not later than 10:00 a.m., 3:00 P.M. (New York City time), four (4) Business Days before a proposed Competitive the Borrowing Date specified for such CAF Eurodollar Rate Advance and (ii) in the case of a each Fixed Rate BorrowingAdvance, not later than 10:00 a.m., 11:00 A.M. (New York City time), one (1) Business Day before a proposed Competitive Borrowingthe Borrowing Date specified for such Fixed Rate Advance. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Each Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall as soon as practicable notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (yi) the date of Borrowing of such Borrowing CAF Advances (which shall be a Business Day), (ii) and the aggregate principal amount thereof which thereof, (iii) whether the CAF Advances then being requested are to be CAF Eurodollar Rate Advances or Fixed Rate Advances, (iv) the maturity date for each CAF Advance requested to be made and (v) the interest payment dates for each CAF Advance requested to be made. The Administrative Agent shall be promptly notify each Lender by telex or facsimile transmission of the contents of each Competitive Bid Request received by it. Each Competitive Bid Request may solicit bids for CAF Advances in a minimum an aggregate principal amount of $5,000,000 and in or an integral multiple of $1,000,000, 1,000,000 in excess thereof and (z) the Interest Period with respect thereto (which may for not end more than three alternative maturity dates for such CAF Advances. The maturity date for each CAF Advance shall be not less than 15 days nor more than 180 days after the Maturity applicable date of CAF Borrowing (and in any event shall not extend beyond the Termination Date). As soon as practicable after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each Bank Lender may, in its sole discretion, irrevocably offer to make one or more Competitive Bids CAF Advances to the Borrower responsive to a each Competitive Bid RequestRequest from the Borrower. Each Competitive Bid Any such irrevocable offer by a Bank Lender must be received by the Agent via telecopierAdministrative Agent, in the form of Exhibit A-3 heretoF hereto (a "Competitive Bid"), (i) in the case of a each CAF Eurodollar Competitive BorrowingRate Advance, not later than 9:30 a.m., 10:30 A.M. (New York City time), three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the Agent shall notify the Bank making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or Loans that the Bank is willing to make to the Borrower, (y) the Competitive Bid Rate or Rates at which the Bank is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank shall elect not to make a Competitive Bid, such Bank shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank pursuant to this paragraph (b) shall be irrevocable. (c) The Agent shall as soon as practicable notify the Borrower by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank that made each bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03.CERC 5-Year Revolving Credit Agreement

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver deliver, telex or telecopy to the Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 heretoRequest, to be received by the Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m.12:00 noon (Dallas, New York City Texas time), four three (3) Business Days before the date specified for a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Bid Borrowing. No ABR Base Rate Loan or Eurodollar Loan shall be requested inrequested, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 C may be rejected in the at Agent's sole discretion, and the Agent shall as soon as practicable promptly notify the Borrower of such rejection by telex or telecopier. Such request Each Competitive Bid Request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the Borrowing date of such Borrowing Competitive Bid Loans (which shall be a Domestic Business Day) and the aggregate principal amount thereof (which shall not be in a minimum principal amount of less than $5,000,000 or greater than the Competitive Bid Availability on such Borrowing date and in shall be an integral multiple of $1,000,000, 100,000) and (z) the Interest Period with respect thereto (which may not end after the Maturity Date)thereto. As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telex or telecopier (in the form set forth in Exhibit A-2 D hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Bid Loans pursuant to the such Competitive Bid Request. (b) Each Bank may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to a each Competitive Bid Request. Each Competitive Bid by a Bank must be received by the Agent via telex or telecopier, in the form of Exhibit A-3 E hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m.10:00 a.m. (Dallas, New York City Texas time), three two (2) Domestic Business Days before the date specified for a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Bid Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 E may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the of Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the Agent shall notify the Bank making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) specify the principal amount (which shall be in a minimum principal amount of $5,000,000 1,000,000 and in an integral multiple of $1,000,000 100,000 and which which, subject to the conditions set forth in Section 2.1, may equal the entire principal amount of the Competitive Bid Borrowing requested by the Borrower) of the Competitive Bid Loan or Loans that the Bank is willing to make to the Borrower, (y) specify the Competitive Bid Rate or Rates at which the Bank is prepared to make the Competitive Bid Loan or Loans and (z) confirm the Interest Period and the last day thereof. If any Bank shall elect not to make a Competitive Bid, such Bank shall so notify the Agent via telecopier (I) with respect thereto specified by Borrower in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A its Competitive Bid submitted by a Bank pursuant to this paragraph (b) shall be irrevocable.Request. If (c) The Agent shall as soon as practicable promptly notify the Borrower and each Bank by telex or telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Bid Loan in respect of which a Competitive Bid was made and the identity of the Bank that made each bid. The Agent shall send a copy of all Competitive Bids to the Borrower and each Bank for its their records as soon as practicable after completion of the bidding process set forth in this Section 2.032.2.1. (d) Borrower may in its sole and absolute discretion, subject only to the provisions of this Section 2.2.1

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower Company shall hand deliver deliver, telex or telecopy to the Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 heretoA-1, to be received by the Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No Eurocurrency Loan, CD Loan or ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall as soon as practicable promptly notify the Borrower Company of such rejection by telex or telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telex or telecopier (in the form set forth in of Exhibit A-2 heretoA-2) the Banks Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the such Competitive Bid Request. (b) Each Bank Lender may, in its sole discretion, make one or more Competitive Bids to the Borrower Company responsive to a Competitive Bid Request. Each Competitive Bid by a Bank Lender must be received by the Agent via telex or telecopier, in the form of Exhibit A-3 heretoA-3, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will shall be accepted by the Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive BidCompany, and the Agent shall notify the Bank Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the BorrowerCompany) of the Competitive Loan or Loans that the Bank Lender is willing to make to the BorrowerCompany, (y) the Competitive Bid Rate or Rates at which the Bank Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank Lender shall elect not to make a Competitive Bid, such Bank Lender shall so notify the Agent via telex or telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, Borrowing and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank Lender to give such notice shall not cause such Bank Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank Lender pursuant to this paragraph (bSection 2.03(b) shall be irrevocable. (c) The Agent shall as soon as practicable promptly notify the Borrower Company by telex or telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank Lender that made each bid. The Agent shall send a copy of all Competitive Bids to the Borrower Company for its records as soon as practicable after completion of the bidding process set forth in this Section. (d) The Company may in its sole and absolute discretion, subject only to the provisions of this Section 2.032.03(d), accept or reject any Competitive Bid referred to in Section 2.03(c). The Company shall notify the Agent by telephone, confirmed by telex or telecopier in the form of a Competitive Bid Accept/Reject Letter substantially in the form set forth in Exhibit A-4, whether and to what extent it has decided to accept or reject any of or all the bids referred to in Section 2.03(c), (y) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (z) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by the Company to give such notice shall be deemed to be a rejection of all the bids referred to in Section 2.03(c), (ii) the Company shall not accept a bid made at a particular Competitive Bid Rate if the Company has decided to reject a bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Company shall not exceed the principal amount specified in the Competitive Bid Request, (iv) if the Company shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by the Company to exceed the amount specified in the Competitive Bid Request, then the Company shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (v) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) above the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the Company. A notice given by the Company pursuant to this Section 2.03(d) shall be irrevocable. (e) The Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telex or telecopier sent by the Agent, and each successful bidder shall thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) A Competitive Bid Request shall not be made within three Business Days after the date of any previous Competitive Bid Request. (g) If the Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to the Company one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the Agent pursuant to Section 2.03(b). (h) All Notices required by this Section shall be given in accordance with Section 10.01.

Competitive Bid Procedure. (ab) In order Each Lender may, in its sole discretion, make one or more Competitive Bids to request Competitive Bids, the a Borrower shall hand deliver or telecopy responsive to the Agent a duly completed Competitive Bid Request Request. Each Competitive Bid by a Lender must be received by the Administrative Agent via telecopier, in the form of Exhibit A-1 A-3 hereto, to be received by the Agent (i) in the case of a Eurodollar Eurocurrency Competitive Borrowing, Borrowing not later than 10:00 11:00 a.m., New York City time (or, if the Competitive Bid is delivered or telecopied to the Administrative Agent in London, 10:00 a.m., London time), four three Business Days days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall as soon as practicable notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each Bank may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Bank must be received by the Agent via telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 11:00 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Administrative Agent after conferring with, and upon the instruction 22 18 of, the applicable Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the Administrative Agent shall notify the Bank Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (xA) the principal amount (which (x) shall be in a minimum principal amount or Assigned Dollar Value of $5,000,000 and (except in the case of Alternative Currency Borrowings) in an integral multiple of $1,000,000 1,000,000, (y) shall be expressed in Dollars or, in the case of an Alternative Currency Borrowing, in both the Alternative Currency and which the Assigned Dollar Value thereof and (z) may equal the entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or Loans that the Bank Lender is willing to make to the applicable Borrower, (yB) the Competitive Bid Rate or Rates at which the Bank Lender is prepared to make the Competitive Loan or Loans and (zC) the Interest Period and the last day thereof. If any Bank Lender shall elect not to make a Competitive Bid, such Bank Lender shall so notify the Administrative Agent via by telecopier (I) in the case of Eurodollar Eurocurrency Competitive Loans, not later than 9:30 11:00 a.m., New York City time (or, if the notice is delivered or telecopied to the Administrative Agent in London, 10:00 a.m., London time), three Business Days days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 11:00 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank Lender to give such notice shall not cause such Bank Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank Lender pursuant to this paragraph (b) shall be irrevocable.. 35 29 (c) The Administrative Agent shall as soon as practicable promptly notify the applicable Borrower by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank Lender that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the applicable Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) The applicable Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Competitive Bid referred to in paragraph (c) above. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopier in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above, (x) in the case of a Eurocurrency Competitive Borrowing, not later than 11:30 a.m., New York City time (or, if the notice is delivered or telecopied to the Administrative Agent in London, 10:30 a.m., London time), three Business days before a proposed Competitive Borrowing, and (y) in the case of a Fixed Rate Borrowing, not later than 11:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by the applicable Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (ii) such Borrower shall not accept a bid made at a particular Competitive Bid Rate if the Borrower has decided to reject a bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (iv) if such Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by the Borrower to exceed the amount specified in the Competitive Bid Request, then such Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (v) except pursuant to clause (iv) above, no bid shall be accepted for a 36 30 Competitive Loan unless such Competitive Loan is in (x) a minimum principal amount or Assigned Dollar Value of $5,000,000 and (except in the case of Alternative Currency Borrowings) an integral multiple of $1,000,000 or (y) an aggregate principal amount equal to the remaining balance of the available applicable Commitments; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the applicable Borrower. A notice given by the applicable Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopy sent by the Administrative Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) A Competitive Bid Request shall not be made within five Business days after the date of any previous Competitive Bid Request. (g) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to the applicable Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the Administrative Agent pursuant to paragraph (b) above. (h) All notices required by this Section 2.03 shall be given in accordance with Section 10.01.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver deliver, telex or telecopy to the Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 heretoRequest, to be received by the Agent not later than 12:00 noon (iDallas, Texas time), three (3) Domestic Business Days (in the case of a any request for Competitive Bid Fixed Rate Loans) and five (5) Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day any request for Competitive Bid Eurodollar Loans) before the date specified for a proposed Competitive Bid Borrowing. No ABR Loan Competitive Bid Request shall be made with respect to any Type of Loan other than a Competitive Bid Fixed Rate Loan or a Competitive Bid Eurodollar Loan, and Competitive Bids shall be submitted and Competitive Bid Loans shall be made only of the Type requested in, or made pursuant to, a in the applicable Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 C may be rejected in the at Agent's sole discretion, and the Agent shall as soon as practicable promptly notify the Borrower of such rejection by telex or telecopier. Such request Each Competitive Bid Request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing Competitive Bid Loans (which shall be a Domestic Business Day) and the aggregate principal amount thereof (which shall not be in a minimum principal amount of less than $5,000,000 and in shall be an integral multiple of $1,000,000100,000), (y) whether the Competitive Bid Loans to be made pursuant thereto are to be Competitive Bid Fixed Rate Loans or Competitive Bid Eurodollar Loans, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date)thereto. As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telex or telecopier (in the form set forth in Exhibit A-2 D hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Bid Loans pursuant to the such Competitive Bid Request. (b) Each Bank may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to a each Competitive Bid Request. Each Competitive Bid by a Bank must be received by the Agent via telex or telecopier, in the form of Exhibit A-3 E hereto, not later than 10:00 a.m. (iDallas, Texas time), two (2) Domestic Business Days (in the case of a any request for Competitive Bid Fixed Rate Loans) or four (4) Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on any request for Competitive Bid Eurodollar Loans) before the day of date specified for a proposed Competitive Bid Borrowing. Multiple bids will be accepted by the Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 E may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the of Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the Agent shall notify the applicable Bank making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) specify the principal amount (which shall be in a minimum principal amount of $5,000,000 1,000,000 and in an integral multiple of $1,000,000 100,000 and which which, subject to the conditions set forth in Section 2.1, may equal the entire principal amount of the Competitive Bid Borrowing requested by the Borrower) of the Competitive Bid Loan or Loans that the Bank is willing to make to the Borrower, (y) specify the Competitive Bid Fixed Rate or Rates Competitive Bid Eurodollar Margin at which the such Bank is prepared to make the Competitive Bid Loan or Loans and (z) confirm the Interest Period and the last day thereofwith respect thereto specified by Borrower in its Competitive Bid Request. If any Bank shall elect not to make a Competitive Bid, such Bank shall so notify the Agent via telecopier telex not later than 10:00 a.m. (IDallas, Texas time), two (2) Domestic Business Days (in the case of any request for Competitive Bid Fixed Rate Loans) or four (4) Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate any request for Competitive Bid Eurodollar Loans, not later than 9:30 a.m., New York City time, on ) before the day of date specified for a proposed Competitive Bid Borrowing; provided, however, that failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Competitive Bid Loan as part of such Competitive Bid Borrowing. A Competitive Bid submitted by a Bank pursuant to this paragraph (b) shall be irrevocable. (c) The Agent shall as soon as practicable promptly notify the Borrower and each Bank by telex or telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Fixed Rate or Competitive Bid Eurodollar Margin and the principal amount of each Competitive Bid Loan in respect of which a Competitive Bid was made and the identity of the Bank that made each bid. The Agent shall send a copy of all Competitive Bids to the Borrower and each Bank for its their records as soon as practicable after completion of the bidding process set forth in this Section 2.032.2.1. (d) Borrower may in its sole and absolute discretion, subject only to the provisions of this Section 2.2.1

Competitive Bid Procedure. (a) In order Each Lender hereby agrees, on the terms and conditions hereinafter set forth, to entertain requests from the Borrower, from time to time on any Business Day during the period from the Effective Date until the date seven (7) days prior to the Maturity Date to make Competitive Bid Loans, PROVIDED that the aggregate principal amount of all Loans outstanding at any one time owing to the Lenders shall not exceed the aggregate amount of the Commitments in effect at such time. Each Lender may, but shall have no obligation to, make such offers, and the Borrower may, but shall have no obligation to, accept any such offers in the manner set forth herein. (b) The Borrower may request Competitive Bids, the Borrower shall hand deliver or telecopy to the Agent Bid Loans by delivering a duly completed Competitive Bid Request substantially in the form of Exhibit A-1 heretoEXHIBIT D-1 to the Administrative Agent by facsimile transmission or by telephone, immediately confirmed by facsimile transmission, not later than 11:00 a.m. (New York City time) four (4) Business Days prior to be received by the Agent proposed Borrowing Date (i) in the case of a Eurodollar LIBO Rate Competitive BorrowingBid Request), and not later than 10:00 a.m., 3:00 p.m. (New York City time, four ) one (1) Business Days before a Day prior to the proposed Competitive Borrowing and Date (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request). A Competitive Bid Request that which does not conform substantially to the format form of Exhibit A-1 EXHIBIT D-1 may be rejected by the Administrative Agent in the Administrative Agent's sole discretion, discretion and the Administrative Agent shall as soon as practicable promptly notify the Borrower of such rejection by telecopierfacsimile transmission or by telephone, immediately confirmed by facsimile transmission. Such request Competitive Bid Request shall in each case refer to this Agreement and specify (xi) that the Competitive Bid Borrowing is being requested pursuant to this Agreement, (ii) whether the Competitive Bid Borrowing then being requested is to be a Eurodollar Borrowing comprised of LIBO Rate Loans or a Fixed Rate BorrowingLoans, (yiii) the date of proposed Borrowing Date for such Competitive Bid Borrowing (which shall be a Business Day) and the aggregate principal amount thereof of such requested Competitive Bid Borrowing which shall be in a minimum principal amount of $5,000,000 and in an integral multiple multiples of $1,000,000, and (ziv) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable Promptly after its receipt of a Competitive Bid Request that which is not rejected as aforesaid, the Administrative Agent shall invite by telecopier the Lenders (in the form set forth in Exhibit A-2 EXHIBIT D-2 attached hereto) the Banks to bid), on the terms and conditions of this Agreement, to make Competitive Loans Bid Quotes pursuant to the Competitive Bid Request. The Borrower may request Competitive Bid Quotes for up to four separate Interest Periods in a single Competitive Bid Request, provided that each requested Competitive Bid Borrowing shall satisfy the minimum borrowing requirement set forth above. (bi) Each Bank Lender may, in its sole discretion, make one or more Competitive Bids Bid Quotes to the Borrower responsive to a Competitive Bid Request. Each Competitive Bid Quote by a Bank Lender must be received by the Administrative Agent via telecopierfacsimile, substantially in the form of Exhibit A-3 EXHIBIT D-3 hereto, (i1) in the case of a Eurodollar LIBO Rate Competitive BorrowingBid Loan, not later than 9:30 a.m., New York City time, three (3) Business Days before a the proposed Competitive Bid Borrowing comprised of LIBO Rate Loans and (ii2) in the case of a Fixed Rate BorrowingLoan, not later than 9:30 a.m., New York City time, on the day Borrowing Date of a proposed Competitive BorrowingBid Borrowing comprised of Fixed Rate Loans. Multiple bids will be accepted by the Administrative Agent. Competitive Bids Bid Quotes that do not conform substantially to the format form of Exhibit A-3 EXHIBIT D-3 may be rejected by the Administrative Agent after conferring with, and upon the instruction 22 18 of, acting in consultation with the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the Administrative Agent shall notify the Bank Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid Quote shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Bid Borrowing requested by the Borrower) of the Competitive Bid Loan or Loans that the Bank Lender is willing to make to the Borrower, (y) the Competitive Bid Rate or Rates at which the Bank Lender is prepared to make the Competitive Bid Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank shall elect not to make a Competitive Bid, such Bank shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid Quote submitted by a Bank Lender pursuant to this paragraph (bc)(i) shall be irrevocable. (cii) The Administrative Agent shall as soon as practicable promptly notify the Borrower by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, telecopy of all the Competitive Bids made, the Competitive Bid Rate Rates and the principal amount of each Competitive Bid Loan in respect of which a Competitive Bid Quote was made and the identity of the Bank Lender that made each bid. The Administrative Agent shall send a copy of all Competitive Bids Bid Quotes to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.032.3. (iii) The Borrower shall before 10:30 a.m. (New York City time) three (3) Business Days before the proposed Borrowing Date in the case of a LIBO Rate Competitive Bid Request and before 10:30 a.m. (New York City time) on the proposed Borrowing Date in the case of a Fixed Rate Competitive Bid Request either, in its absolute discretion: (A) cancel such Competitive Bid Request by giving the Administrative Agent telephonic notice to that effect, in which event the Competitive Bid Loans requested thereby shall not be made, or (B) accept one or more of the offers made by the Lenders pursuant to clause (i) above by giving telephonic notice (immediately confirmed by execution and facsimile transmission of a Competitive Bid Loan Confirmation) to the Administrative Agent of the amount of Competitive Bid Loans to be made to the Borrower and the Competitive Bid Quotes accepted by the Borrower with respect thereto; PROVIDED THAT, the Borrower may not accept offers for Competitive Bid Loans in an aggregate principal amount in excess of the maximum principal amount requested in the related Competitive Bid Request;

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall as soon as practicable notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the such Competitive Bid Request. (b) Each Bank Lender may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Bank Lender must be received by the Agent via telecopier, in the form of Exhibit A-3 heretoA-3, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids Competitive Bids will be accepted by the Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the Agent shall notify the Bank Lender making such nonconforming bid Competitive Bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or Loans that the Bank applicable Lender is willing to make to the Borrower, (y) the Competitive Bid Rate or Rates at which the Bank such Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank Lender shall elect not to make a Competitive Bid, such Bank Lender shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank Lender to give such notice shall not cause such Bank Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank Lender pursuant to this paragraph (b) shall be irrevocable. (cd) shall be irrevocable. (e) The Agent shall as soon as practicable promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopy sent by the Borrower by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive BorrowingAgent, and (ii) in each successful bidder will thereupon become bound, subject to the case of Fixed Rate Loansother applicable conditions hereof, not later than 10:00 a.m., New York City time, on to make the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which its Competitive Bid has been accepted. (f) If the Agent shall elect to submit a Competitive Bid was made and in its capacity as a Lender, it shall submit such Competitive Bid directly to the identity Borrower one quarter of an hour earlier than the Bank that made each bid. The Agent shall send a copy of all latest time at which the other Lenders are required to submit their Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in Agent pursuant to paragraph (b) above. (g) All notices required by this Section 2.032.03 shall be given in accordance with Section 9.01.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower Company shall hand deliver deliver, telex or telecopy to the Auction Administrative Agent a duly completed Competitive Bid Request request substantially in the form of Exhibit A-1 heretoF, with the blanks appropriately completed (a "Competitive Bid Request"), to be received by the Auction Administrative Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 11:00 a.m., New York City Houston, Texas time, four five (5) Business Days before the date specified for a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive BorrowingLoan. No ABR Alternate Base Rate Loan shall be requested in, or or, except pursuant to Section 6, made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 F may be rejected in the at Auction Administrative Agent's sole discretion, and the Auction Administrative Agent shall as soon as practicable promptly notify the Borrower Company of such rejection by telecopier. Such request Each Competitive Bid Request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing Competitive Loans (which shall be a Business Day) and the aggregate principal amount thereof (which shall not be in a minimum principal amount less than $25,000,000 or greater than the unused portion of $5,000,000 the Facility Amount on such date and in shall be an integral multiple of $1,000,000, 5,000,000) and (zy) the Interest Period with respect thereto (which may not end after the Maturity Datetermination of the Revolving Credit Availability Period). As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Auction Administrative Agent shall invite by telecopier (in substantially the form set forth in Exhibit A-2 H hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the such Competitive Bid Request. Notwithstanding the foregoing, Auction Administrative Agent shall have no obligation to invite any Bank to make a Competitive Bid pursuant to this Section until such Bank has delivered a properly completed Competitive Bid Administrative Questionnaire to Auction Administrative Agent. (b) Each Bank may, in its sole discretion, make one or more Competitive Bids to the Borrower Company responsive to a each Competitive Bid Request. Each Competitive Bid by a Bank must be received by the Auction Administrative Agent via telecopier, in the form of Exhibit A-3 H hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 11:00 a.m., New York City Houston, Texas time, three four (4) Business Days before the date specified for a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the AgentLoan. Competitive Bids that do not conform substantially to the format of Exhibit A-3 H may be rejected by the Auction Administrative Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive BidCompany, and the Auction Administrative Agent shall notify the Bank making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) specify the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire aggregate principal amount of the Competitive Borrowing Loan requested by the BorrowerCompany) of the Competitive Loan or Loans that the Bank is willing to make to the BorrowerCompany, (y) specify the Competitive Bid Rate or Rates at which the Bank is prepared to make the Competitive Loan or Loans and (z) confirm the Interest Period and with respect thereto specified by the last day thereof. If any Bank shall elect not to make a Company in its Competitive Bid, such Bank shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Competitive Loan as part of such Competitive BorrowingBid Request. A Competitive Bid submitted by a Bank pursuant to this paragraph (b) shall be irrevocable. (c) The Auction Administrative Agent shall as soon as practicable notify the Borrower shall, by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank that made each bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03.2:00 p.m. four

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver deliver, telex or telecopy to the Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall as soon as practicable promptly notify the Borrower of such rejection by telex or telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Banks Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each Bank Lender may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Bank Lender must be received by the Agent via telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the Agent shall notify the Bank Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or Loans that the Bank Lender is willing to make to the Borrower, (y) the Competitive Bid Rate or Rates at which the Bank Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank Lender shall elect not to make a Competitive Bid, such Bank Lender shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank Lender to give such notice shall not cause such Bank Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank Lender pursuant to this paragraph (b) shall be irrevocable. (c) The Agent shall as soon as practicable promptly notify the Borrower by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank Lender that made each bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Competitive Bid referred to in paragraph (c) above. The Borrower shall notify the Agent by telephone, confirmed by telecopier in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above, (x) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (y) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that (i) the failure by the Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (ii) the Borrower shall not accept a bid made at a particular Competitive Bid Rate if the Borrower has decided to reject a bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Request and shall be in a minimum principal amount of $5,000,000, (iv) if the Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by the Borrower to exceed the amount specified in the Competitive Bid Request, then the Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (v) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the Borrower. A notice given by the Borrower pursuant to this paragraph (d) shall be irrevocable. (e) The Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopy sent by the Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) A Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request. (g) If the Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to the Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the Agent pursuant to paragraph (b) above. (h) All Notices required by this Section 2.03 shall be given in accordance with Section 9.01.

Competitive Bid Procedure. (a) In order to request Competitive Bidsa CAF Advance, the Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request written notice in the form of Exhibit A-1 heretoE, attached hereto (a "Competitive Bid Request"), to be received by the Administrative Agent (i) in the case of a each CAF Eurodollar Competitive BorrowingRate Advance, not later than 10:00 a.m., 3:00 P.M. (New York City time), four (4) Business Days before a proposed Competitive the Borrowing Date specified for such CAF Eurodollar Rate Advance and (ii) in the case of a each Fixed Rate BorrowingAdvance, not later than 10:00 a.m., 11:00 A.M. (New York City time), one (1) Business Day before a proposed Competitive Borrowingthe Borrowing Date specified for such Fixed Rate Advance. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Each Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall as soon as practicable notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (yi) the date of Borrowing of such Borrowing CAF Advances (which shall be a Business Day), (ii) and the aggregate principal amount thereof which thereof, (iii) whether the CAF Advances then being requested are to be CAF Eurodollar Rate Advances or Fixed Rate Advances, (iv) the maturity date for each CAF Advance requested to be made and (v) the interest payment dates for each CAF Advance requested to be made. The Administrative Agent shall be promptly notify each Lender by telex or facsimile transmission of the contents of each Competitive Bid Request received by it. Each Competitive Bid Request may solicit bids for CAF Advances in a minimum an aggregate principal amount of $5,000,000 and in or an integral multiple of $1,000,000, 1,000,000 in excess thereof and (z) the Interest Period with respect thereto (which may for not end more than three alternative maturity dates for such CAF Advances. The maturity date for each CAF Advance shall be not less than 15 days nor more than 180 days after the Maturity applicable date of CAF Borrowing (and in any event shall not extend beyond the Termination Date). As soon as practicable after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Banks to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each Bank Lender may, in its sole discretion, irrevocably offer to make one or more Competitive Bids CAF Advances to the Borrower responsive to a each Competitive Bid RequestRequest from the Borrower. Each Competitive Bid Any such irrevocable offer by a Bank Lender must be received by the Agent via telecopierAdministrative Agent, in the form of Exhibit A-3 heretoF hereto (a "Competitive Bid"), (i) in the case of a each CAF Eurodollar Competitive BorrowingRate Advance, not later than 9:30 a.m., 10:30 A.M. (New York City time), three (3) Business Days before a proposed Competitive the Borrowing Date specified for such CAF Eurodollar Rate Advance and (ii) in the case of a each Fixed Rate BorrowingAdvance, not later than 9:30 a.m., A.M. (New York City time, ) on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the AgentBorrowing Date specified for such Fixed Rate Advance. Competitive Bids that do not conform substantially to the format of Exhibit A-3 F may be rejected by the Administrative Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the Administrative Agent shall notify the Bank making such nonconforming bid Lender of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and (i) specify (x) the maximum principal amount of CAF Advances for each maturity date (which shall be in a minimum an aggregate principal amount of not less than $5,000,000 and in or an integral multiple of $1,000,000 in excess thereof and which may equal equal, but not exceed, the entire principal amount of the Competitive Borrowing requested for such maturity date by the Borrower) and the aggregate maximum principal amount of the Competitive Loan or Loans CAF Advances for all maturity dates (which amount, with respect to any Lender, may exceed such Lender's Commitment) that the Bank Lender is willing to make to the CERC 5-Year Revolving Credit Agreement Borrower, and (yii) specify the Competitive Bid CAF Rate or Rates at which the Bank Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank shall elect not to make a Competitive Bid, each such Bank shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Competitive Loan as part of such Competitive BorrowingCAF Advance. A Competitive Bid submitted by a Bank Lender pursuant to this paragraph (bSection 2.05(b) shall be irrevocableirrevocable absent manifest error. (c) The Administrative Agent shall as soon as practicable notify the Borrower by telecopier (i) in the case of each CAF Eurodollar Competitive LoansRate Advance, not later than 10:00 a.m., 11:00 A.M. (New York City time, ) three (3) Business Days before a proposed Competitive Borrowing, the Borrowing Date specified for such CAF Eurodollar Rate Advance and (ii) in the case of each Fixed Rate LoansAdvance, not later than 10:00 a.m., A.M. (New York City time, ) on the day of a proposed Competitive BorrowingBorrowing Date specified for such Fixed Rate Advance, notify the Borrower in writing of all the Competitive Bids mademade (arranging each such bid in ascending interest rate order), the Competitive Bid Rate and the CAF Rate or Rates and the maximum principal amount of each Competitive Loan CAF Advance in respect of which a Competitive Bid was made made, and the identity of the Bank Lender that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.032.05. (d) The Borrower may in its sole and absolute discretion, subject only to the provisions of this Section 2.05(d), accept or reject any Competitive Bid referred to in Section 2.05(c); provided, however, that the aggregate amount of the Competitive Bids for CAF Advances so accepted by the Borrower may not exceed the lesser of (i) the principal amount of the applicable CAF Borrowing requested by the Borrower in respect thereof and (ii) the amount of the Commitments less the Total Aggregate Outstanding Extensions of Credit then outstanding, after giving effect to the application of the proceeds of such respective CAF Borrowing on the Borrowing Date therefor. The Borrower shall notify the Administrative Agent in writing whether and to what extent it has decided to accept or reject any or all of the bids referred to in Section 2.05(c) by delivering to the Administrative Agent a written notice in the form of Exhibit G hereto (a "Competitive Bid Confirmation"), (i) in the case of each CAF Eurodollar Rate Advance, not later than 1:00 P.M. (New York City time), three (3) Business Days before the Borrowing Date specified for such CAF Eurodollar Rate Advance and (ii) in the case of each Fixed Rate Advance, not later than 11:00 A.M. (New York City time) on the Borrowing Date specified for such Fixed Rate Advance, which Competitive Bid Confirmation shall specify the principal amount of CAF Advances for each relevant maturity date to be made by each such bidding Lender (which amount for each such maturity date shall be equal to or less than the maximum amount for such maturity date specified in the Competitive Bid of such Lender, and for all maturity dates included in such Competitive Bid in respect thereof shall be equal to or less than the aggregate maximum amount specified in such Competitive Bid for all such maturity dates); provided, however, that (A) the failure by the Borrower to so deliver a Competitive Bid Confirmation by the specified time shall be deemed to be a rejection of all the bids referred to in Section 2.05(c) for the related Competitive Bid Request; (B) the Borrower shall not accept a bid made at a particular CAF Rate for a particular maturity if the Borrower has decided to reject a bid made at a lower CAF Rate for such maturity; (C) if the Borrower shall accept bids made at a particular CAF Rate for a particular maturity but shall be restricted by other conditions hereof from borrowing the maximum principal amount of CAF Advances in respect of which bids at such CAF Rate have been made, then the Borrower shall accept a pro rata portion of each bid made at such CAF Rate based as nearly as possible on the respective maximum principal amounts of CAF Advances offered to be made by the relevant Lenders pursuant to such bids; and (D) no bid shall be accepted for a CAF Advance by any Lender unless such CAF Advance is in an aggregate principal amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Notwithstanding the foregoing, if it is necessary for the Borrower to accept a pro rata allocation of the bids made in response to a Competitive Bid Request (whether pursuant to the events specified in clause (C) above or otherwise) and the available principal amount of CAF Advances to be allocated among the Lenders is not sufficient to enable CAF Advances to be allocated to each Lender in an aggregate principal amount not less than $5,000,000 or in integral multiples of $1,000,000 in excess thereof, then the Borrower shall, subject to clause (D) above, select the Lenders to be allocated such CAF Advances and shall round allocations up or down to the next higher or lower multiple of $1,000,000 as it shall deem appropriate; provided that the allocations among the Lenders to be allocated such CAF Advances shall be made pro rata based as nearly as possible on the respective maximum principal amounts of CAF Advances offered to be made by such Lenders. The Competitive Bid Confirmation given by the Borrower pursuant to this Section 2.05(d) shall be irrevocable. (e) Upon receipt from the Administrative Agent of the Eurodollar Rate applicable to any CAF Eurodollar Rate Advance to be made by any Lender pursuant to a Competitive Bid that has been accepted by the Borrower pursuant to this Section 2.05, the Administrative Agent shall notify such Lender of the applicable Eurodollar Rate. CERC 5-Year Revolving Credit Agreement (f) If the Administrative Agent shall at any time elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to the Borrower by (i) in the case of a CAF Eurodollar Rate Advance, not later than 10:15 A.M. (New York City time), and (ii) in the case of a Fixed Rate Advance, not later than 9:15 A.M. (New York City time), in each case, on the Business Day on which the other Lenders are required to submit their bids to the Administrative Agent pursuant to Section 2.05(b) above. (g) If the Borrower accepts pursuant to Section 2.05(d) one or more of the offers made by any Lender or Lenders, the Administrative Agent shall promptly notify each Lender that has made such an offer of the aggregate amount of such CAF Advances to be made on the Borrowing Date for each maturity date and of the acceptance or rejection of any offers to make such CAF Advances made by such Lender. Each Lender that is to make a CAF Advance shall, before 12:00 Noon (New York City time) on the Borrowing Date specified in the Competitive Bid Request applicable thereto, make available to the Administrative Agent at its office set forth in Section 8.02 the amount of CAF Advances to be made by such Lender, in immediately available funds. The Administrative Agent shall, no later than 1:00 P.M. (New York City time) on such Borrowing Date, make such funds available to the Borrower at the Borrower's account as shall be designated by it to the Administrative Agent from time to time. As soon as practicable after each Borrowing Date, the Administrative Agent shall notify each Lender of the aggregate amount of CAF Advances advanced on such Borrowing Date and the respective maturity dates thereof. (h) The Borrower shall repay to the Administrative Agent for the account of each Lender that has made a CAF Advance (or the Eligible Assignee in respect thereof, as the case may be) on the maturity date of each CAF Advance (such maturity date being that specified by the Borrower for repayment of such CAF Advance in the related Competitive Bid Request) the then unpaid principal amount of such CAF Advance. The Borrower shall not, without the consent of the relevant Lender, have the right to prepay, at its option, any principal amount of any CAF Advance. All notices required by this Section 2.05 shall be made in accordance with Section 8.02 hereof; provided, however, that each request or notice required to be made under Section 2.05(a) or 2.04(d) by the Borrower may be made by the giving of telephone notice to the Administrative Agent that is promptly confirmed by delivery of a notice in writing (complying in all material respects with the form of Exhibit B or Exhibit E, as the case may be) to the Administrative Agent.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the a Borrower shall hand deliver or telecopy fax to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Administrative Agent (i) in the case of a Eurodollar Eurocurrency Competitive BorrowingLoan, not later than 10:00 a.m., New York City time, (A) four Business Days before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in Dollars and (B) five Business Days before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in a Non-US Currency and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, (A) one Business Day before a proposed Competitive BorrowingBorrowing in the case of a Competitive Borrowing denominated in Dollars and (B) two Business Days before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in a Non-US Currency. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Administrative Agent's ’s sole discretion, and the Administrative Agent shall as soon as practicable promptly notify the applicable Borrower of such rejection by telecopierfax. Such request Each Competitive Bid Request shall in each case refer to this Agreement and specify (xA) whether the Borrowing then being requested is to be a Eurodollar Eurocurrency Borrowing or a Fixed Rate Borrowing, (yB) the date of such Borrowing (which shall be a Business Day), (C) and the currency of the requested Borrowing (which shall be Dollars or a Non-US Currency), (D) the aggregate principal amount thereof of the requested Borrowing (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of 1,000,000 units of the applicable currency with a Dollar Equivalent on the date of the applicable Competitive Bid Request of at least $1,000,00010,000,000), and (zE) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in fax to the form set forth in Exhibit A-2 hereto) Lenders a Notice of Competitive Bid Request inviting the Banks Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid RequestLoans. (b) Each Bank Lender invited to bid may, in its sole discretion, make one or more Competitive Bids to the applicable Borrower responsive to a such Borrower’s Competitive Bid Request. Each Competitive Bid by a Bank Lender must be received by the Administrative Agent via telecopierby fax, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Eurocurrency Competitive BorrowingLoan, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple A Lender may submit multiple bids will be accepted by to the Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive BidAdministrative Agent, and the Administrative Agent shall notify the Bank Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 units of the applicable currency and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrowerrequested) of the Competitive Loan or Loans that the Bank Lender is willing to make to the Borrowermake, (y) the Competitive Bid Rate or Rates at which the Bank Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank Lender invited to bid shall elect not to make a Competitive Bid, such Bank Lender shall so notify the Administrative Agent via telecopier by fax (I) in the case of Eurodollar Eurocurrency Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank Lender to give such notice shall not cause such Bank Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank Lender pursuant to this paragraph (b) shall be irrevocable. (c) The Administrative Agent shall as soon promptly as practicable notify the Borrower applicable Borrower, by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowingfax, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank Lender that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the applicable Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) The applicable Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Competitive Bid referred to in paragraph (c) above. The applicable Borrower shall notify the Administrative Agent by telephone, confirmed by fax in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any or all of the bids referred to in paragraph (c) above not more than one hour after it shall have been notified of such bids by the Administrative Agent pursuant to such paragraph (c); provided, however, that (i) the failure of the applicable Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (ii) the applicable Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the applicable Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (iv) if the applicable Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted to exceed the amount specified in the Competitive Bid Request, then the applicable Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (v) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in an amount that is an integral multiple of 1,000,000 units of the applicable currency, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) above, the amounts shall be rounded to integral multiples of 1,000,000 units of the applicable currency in a manner which shall be in the discretion of the applicable Borrower. A notice given pursuant to this paragraph (d) shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by fax, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto (i) the Aggregate Credit Exposure would exceed the Total Commitment or (ii) in the event the Maturity Date shall have been extended as provided in Section 2.12(d), the sum of the L/C Exposures attributable to Letters of Credit expiring after any Existing Maturity Date and the Competitive Loan Exposures attributable to Competitive Loans maturing after such Existing Maturity Date would exceed the aggregate Commitments that have been extended to a date after the expiration date of the last of such Letters of Credit and the maturity of the last of such Competitive Loans. (g) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to the applicable Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the Administrative Agent pursuant to paragraph (b) above.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the a Borrower shall hand deliver or telecopy fax to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Administrative Agent (i) in the case of a Eurodollar Eurocurrency Competitive BorrowingLoan, not later than 10:00 a.m., New York City time, (A) four Business Days before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in Dollars and (B) five Business Days before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in a Non-US Currency and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, (A) one Business Day before a proposed Competitive BorrowingBorrowing in the case of a Competitive Borrowing denominated in Dollars and (B) five Business Days before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in a Non-US Currency. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Administrative Agent's ’s sole discretion, and the Administrative Agent shall as soon as practicable promptly notify the applicable Borrower of such rejection by telecopierfax. Such request Each Competitive Bid Request shall in each case refer to this Agreement and specify (xA) whether the Borrowing then being requested is to be a Eurodollar Eurocurrency Borrowing or a Fixed Rate Borrowing, (yB) the date of such Borrowing (which shall be a Business Day), (C) and the currency of the requested Borrowing (which shall be Dollars or a Non-US Currency), (D) the aggregate principal amount thereof of the requested Borrowing (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of 1,000,000 units of the applicable currency with a Dollar Equivalent on the date of the applicable Competitive Bid Request of at least $1,000,00010,000,000), and (zE) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in fax to the form set forth in Exhibit A-2 hereto) Lenders a Notice of Competitive Bid Request inviting the Banks Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid RequestLoans. (b) Each Bank Lender invited to bid may, in its sole discretion, make one or more Competitive Bids to the applicable Borrower responsive to a such Borrower’s Competitive Bid Request. Each Competitive Bid by a Bank Lender must be received by the Administrative Agent via telecopierby fax, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Eurocurrency Competitive BorrowingLoan, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple A Lender may submit multiple bids will be accepted by to the Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive BidAdministrative Agent, and the Administrative Agent shall notify the Bank Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 units of the applicable currency and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrowerrequested) of the Competitive Loan or Loans that the Bank Lender is willing to make to the Borrowermake, (y) the Competitive Bid Rate or Rates at which the Bank Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank Lender invited to bid shall elect not to make a Competitive Bid, such Bank Lender shall so notify the Administrative Agent via telecopier by fax (I) in the case of Eurodollar Eurocurrency Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank Lender to give such notice shall not cause such Bank Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank Lender pursuant to this paragraph (b) shall be irrevocable. (c) The Administrative Agent shall as soon promptly as practicable notify the Borrower applicable Borrower, by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowingfax, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank Lender that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the applicable Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) The applicable Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Competitive Bid referred to in paragraph (c) above. The applicable Borrower shall notify the Administrative Agent by telephone, confirmed by fax in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any or all of the bids referred to in paragraph (c) above not more than one hour after it shall have been notified of such bids by the Administrative Agent pursuant to such paragraph (c); provided, however, that (i) the failure of the applicable Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (ii) the applicable Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the applicable Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (iv) if the applicable Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted to exceed the amount specified in the Competitive Bid Request, then the applicable Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (v) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in an amount that is an integral multiple of 1,000,000 units of the applicable currency, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) above, the amounts shall be rounded to integral multiples of 1,000,000 units of the applicable currency in a manner which shall be in the discretion of the applicable Borrower. A notice given pursuant to this paragraph (d) shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by fax, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto (i) the Aggregate Credit Exposure would exceed the Total Commitment or (ii) in the event the Maturity Date shall have been extended as provided in Section 2.12(d), the sum of the L/C Exposures attributable to Letters of Credit expiring after any Existing Maturity Date and the Competitive Loan Exposures attributable to Competitive Loans maturing after such Existing Maturity Date would exceed the aggregate Commitments that have been extended to a date after the expiration date of the last of such Letters of Credit and the maturity of the last of such Competitive Loans. (g) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to the applicable Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the Administrative Agent pursuant to paragraph (b) above.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the a Borrower shall hand deliver or telecopy fax to the Administrative Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Administrative Agent (i) in the case of a Eurodollar Eurocurrency Competitive BorrowingLoan, not later than 10:00 a.m., New York City time, (A) four Business Days before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in Dollars and (B) five Business Days before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in a Non-US Currency and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, (A) one Business Day before a proposed Competitive BorrowingBorrowing in the case of a Competitive Borrowing denominated in Dollars and (B) five Business Days before a proposed Competitive Borrowing in the case of a Competitive Borrowing denominated in a Non-US Currency. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Administrative Agent's ’s sole discretion, and the Administrative Agent shall as soon as practicable promptly notify the applicable Borrower of such rejection by telecopierfax. Such request Each Competitive Bid Request shall in each case refer to this Agreement and specify (xA) whether the Borrowing then being requested is to be a Eurodollar Eurocurrency Borrowing or a Fixed Rate Borrowing, (yB) the date of such Borrowing (which shall be a Business Day), (C) and the currency of the requested Borrowing (which shall be Dollars or a Non-US Currency), (D) the aggregate principal amount thereof of the requested Borrowing (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of 1,000,000 units of the applicable currency with a Dollar Equivalent on the date of the applicable Competitive Bid Request of at least $1,000,00010,000,000), and (zE) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in fax to the form set forth in Exhibit A-2 hereto) Lenders a Notice of Competitive Bid Request inviting the Banks Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid RequestLoans. (b) Each Bank Lender invited to bid may, in its sole discretion, make one or more Competitive Bids to the applicable Borrower responsive to a such Borrower’s Competitive Bid Request. Each Competitive Bid by a Bank Lender must be received by the Administrative Agent via telecopierby fax, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Eurocurrency Competitive BorrowingLoan, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple A Lender may submit multiple bids will be accepted by to the Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive BidAdministrative Agent, and the Administrative Agent shall notify the Bank Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 units of the applicable currency and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrowerrequested) of the Competitive Loan or Loans that the Bank Lender is willing to make to the Borrowermake, (y) the Competitive Bid Rate or Rates at which the Bank Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank Lender invited to bid shall elect not to make a Competitive Bid, such Bank Lender shall so notify the Administrative Agent via telecopier by fax (I) in the case of Eurodollar Eurocurrency Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided, however, that failure by any Bank Lender to give such notice shall not cause such Bank Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank Lender pursuant to this paragraph (b) shall be irrevocable. (c) The Administrative Agent shall as soon promptly as practicable notify the Borrower applicable Borrower, by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowingfax, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank Lender that made each bid. The Administrative Agent shall send a copy of all Competitive Bids to the applicable Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) The applicable Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Competitive Bid referred to in paragraph (c) above. The applicable Borrower shall notify the Administrative Agent by telephone, confirmed by fax in the form of a Competitive Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any or all of the bids referred to in paragraph (c) above not more than one hour after it shall have been notified of such bids by the Administrative Agent pursuant to such paragraph (c); provided, however, that (i) the failure of the applicable Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (ii) the applicable Borrower shall not accept a bid made at a particular Competitive Bid Rate if it has decided to reject a bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the applicable Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (iv) if the applicable Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted to exceed the amount specified in the Competitive Bid Request, then the applicable Borrower shall accept a portion of such bid or bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (v) except pursuant to clause (iv) above, no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in an amount that is an integral multiple of 1,000,000 units of the applicable currency, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv) above, the amounts shall be rounded to integral multiples of 1,000,000 units of the applicable currency in a manner which shall be in the discretion of the applicable Borrower. A notice given pursuant to this paragraph (d) shall be irrevocable. (e) The Administrative Agent shall promptly notify each bidding Lender whether or not its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by fax, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted. (f) No Competitive Borrowing shall be requested or made hereunder if after giving effect thereto (i) the Aggregate Credit Exposure would exceed the Total Commitment or (ii) in the event the Maturity Date shall have been extended as provided in Section 2.12(d), the sum of the L/C Exposures attributable to Letters of Credit expiring after any Existing Maturity Date, the Swingline Exposure attributable to Swingline Loans maturing after any Existing Maturity Date and the Competitive Loan Exposures attributable to Competitive Loans maturing after such Existing Maturity Date would exceed the aggregate Commitments that have been extended to a date after the expiration date of the last of such Letters of Credit and the maturity of the last of such Competitive Loans. (g) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such bid directly to the applicable Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their bids to the Administrative Agent pursuant to paragraph (b) above.

Competitive Bid Procedure. (a) In order to request Competitive Bids, the Borrower shall hand deliver or telecopy to the Agent a duly completed Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the Agent (i) in the case of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., New York City time, four Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before a proposed Competitive Borrowing. No CD Loan or ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit A-1 may be rejected in the Agent's sole discretion, and the Agent shall as soon as practicable promptly notify the Borrower of such rejection by telecopier. Such request shall in each case refer to this Agreement and specify (x) whether the Borrowing then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall be a Business Day) and the aggregate principal amount thereof which shall be in a minimum principal amount of $5,000,000 25,000,000 and in an integral multiple of $1,000,000, and (z) the Interest Period with respect thereto (which may not end after the Maturity Date). As soon as practicable Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Agent shall invite by telecopier (in the form set forth in Exhibit A-2 hereto) the Banks Lenders to bid, on the terms and conditions of this Agreement, to make Competitive Loans pursuant to the Competitive Bid Request. (b) Each Bank Lender may, in its sole discretion, make one or more Competitive Bids to the Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Bank Lender must be received by the Agent via telecopier, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple bids will be accepted by the Agent. Competitive Bids that do not conform substantially to the format of Exhibit A-3 may be rejected by the Agent after conferring with, and upon the instruction 22 18 of, the Borrower, such conference between the Agent and the Borrower to occur as soon as practicable following the receipt by the Agent of such Competitive Bid, and the Agent shall notify the Bank Lender making such nonconforming bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (x) the principal amount (which shall be in a minimum principal amount of $5,000,000 and in an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or Loans that the Bank Lender is willing to make to the Borrower, (y) the Competitive Bid Rate or Rates at which the Bank Lender is prepared to make the Competitive Loan or Loans and (z) the Interest Period and the last day thereof. If any Bank Lender shall elect not to make a Competitive Bid, such Bank Lender shall so notify the Agent via telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; providedPROVIDED, howeverHOWEVER, that failure by any Bank Lender to give such notice shall not cause such Bank Lender to be obligated to make any Competitive Loan as part of such Competitive Borrowing. A Competitive Bid submitted by a Bank Lender pursuant to this paragraph (b) shall be irrevocable. (c) The Agent shall as soon as practicable promptly notify the Borrower by telecopier (i) in the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time, on the day of a proposed Competitive Borrowing, of all the Competitive Bids made, the Competitive Bid Rate and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Bank Lender that made each bid. The Agent shall send a copy of all Competitive Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.03. (d) The Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Competitive Bid referred to in paragraph (c) above (and the Competitive Bids accepted need not be in any minimum aggregate amount except as provided below in this paragraph). The Borrower shall notify the Agent by telephone, confirmed by telecopier in the form of a Competitive Bid Accept/Reject Letter in the format of Exhibit A-4, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above, (x) in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (y) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; PROVIDED, HOWEVER, that (i) the failure by the Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (ii) the Borrower shall not accept a bid made at a particular Competitive Bid Rate if the Borrower has decided to reject a bid made at a lower Competitive Bid Rate, (iii) if the Borrower shall accept a bid or bids made at a particular Competitive Bid Rate but the amount of such bid or bids shall cause the total amount of bids to be accepted by the Borrower to exceed the amount that the Borrower desires to borrow, then the Borrower shall accept a portion of such bid or bids in an amount equal to the amount that the Borrower desires to borrow less the amount of all other Competitive Bids accepted with respect to such Competitive Bid Request, which acceptance, in the case of multiple bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid Rate, and (iv) except pursuant to clause (iii) above, no bid shall be accepted for a Competitive Loan unless such