GAIA » Topics » Conversion Request

This excerpt taken from the GAIA 10-Q filed Aug 9, 2005.
Conversion Request”) to Lender by facsimile specifying that the entire balance owing under the Revolving Note bear interest at the Base Rate commencing on the Banking Day immediately following the end of the then current LIBO Rate Period and continuing until such time, if ever, that Gaiam makes another LIBO Request to Lender.  Lender shall incur no liability in acting upon a request which it believes in good faith had been made by a properly authorized employee or other representative of Gaiam.  An election for a LIBO Rate Loan shall remain in effect for the LIBO Rate Period then in effect and shall be subject to the automatic renewal provisions contained above in this Section notwithstanding the fact that the balance owing under the Revolving Note is paid down in whole or in part.


4.2                                 Additional Provisions for LIBO Rate Loans.


4.2.1 Inapplicability or Unavailability of LIBO Rate.  If Lender at any time shall determine (which determination shall be conclusive) that for any reason adequate and reasonable means do not exist for ascertaining the LIBO Rate, or that the relevant rates of interest referred to in the definition of LIBO Rate upon the basis of which the rate of interest for LIBO Rate Loans for the LIBO Rate Period is to be determined do not adequately cover the cost to Lender of making or maintaining such LIBO Rate Loans for the LIBO Rate Period, then Lender shall promptly give notice thereof to Gaiam.  If such notice is given, and until such notice has been withdrawn by Lender, then any portion of the outstanding principal balance which bears interest determined in relation to the LIBO Rate shall, subsequent to the end of the LIBO Rate Period applicable thereto, bear interest at the Base Rate, and Lender shall have no obligation to convert a Base Rate Loan to a LIBO Rate Loan.


4.2.2 Change in Law; LIBO Rate Loan Unlawful.  If any law, treaty, rule, regulation or determination of a court or governmental authority or any change therein or in the interpretation or application thereof (each, a “

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