FULL, AT AN INTEREST RATE
PER ANNUM EQUAL AT ALL TIMES TO THE REMAINDER OBTAINED BY SUBTRACTING (I) THE
LIBO RATE FOR THE INTEREST PERIOD FOR SUCH ADVANCE FROM (II) THE RATE OBTAINED
BY DIVIDING SUCH LIBO RATE BY A PERCENTAGE EQUAL TO 100% MINUS THE EUROCURRENCY
RATE RESERVE PERCENTAGE OF SUCH LENDER FOR SUCH INTEREST PERIOD, PAYABLE ON EACH
DATE ON WHICH INTEREST IS PAYABLE ON SUCH ADVANCE.
SUCH ADDITIONAL INTEREST
SHALL BE DETERMINED BY SUCH LENDER AND NOTIFIED TO KRAFT THROUGH JPMORGAN CHASE,
AS ADMINISTRATIVE AGENT.
SECTION 2.06.
CONVERSION OF PRO RATA ADVANCES.
(A)
CONVERSION UPON ABSENCE OF INTEREST PERIOD.
IF ANY BORROWER SHALL FAIL TO
SELECT THE DURATION OF ANY INTEREST PERIOD FOR ANY LIBO RATE ADVANCES IN
ACCORDANCE WITH THE PROVISIONS CONTAINED IN THE DEFINITION OF THE TERM "INTEREST
PERIOD," JPMORGAN CHASE, AS ADMINISTRATIVE AGENT, WILL FORTHWITH SO NOTIFY SUCH
BORROWER AND THE LENDERS AND SUCH ADVANCES WILL AUTOMATICALLY, ON THE LAST DAY
OF THE THEN EXISTING INTEREST PERIOD THEREFOR, CONVERT INTO BASE RATE ADVANCES.
(B)
CONVERSION UPON EVENT OF DEFAULT.
UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT UNDER SECTION
6.01(A), JPMORGAN CHASE, AS ADMINISTRATIVE AGENT, OR THE REQUIRED LENDERS MAY
ELECT THAT (I) EACH LIBO RATE ADVANCE BE, ON THE LAST DAY OF THE THEN EXISTING
INTEREST PERIOD THEREFOR, CONVERTED INTO BASE RATE ADVANCES AND (II) THE
OBLIGATION OF THE LENDERS TO MAKE, OR TO CONVERT ADVANCES INTO, LIBO RATE
ADVANCES BE SUSPENDED.
(C)
VOLUNTARY CONVERSION.
SUBJECT TO THE
PROVISIONS OF SECTIONS 2.08(C) AND 2.13, ANY BORROWER MAY CONVERT ALL SUCH
BORROWER'S PRO RATA ADVANCES OF ONE TYPE CONSTITUTING THE SAME PRO RATA
BORROWING INTO ADVANCES OF THE OTHER TYPE ON ANY BUSINESS DAY, UPON NOTICE GIVEN
TO JPMORGAN CHASE, AS ADMINISTRATIVE AGENT, NOT LATER THAN 11:00 A.M. (NEW YORK
CITY TIME) ON THE THIRD BUSINESS DAY PRIOR TO THE DATE OF THE PROPOSED
CONVERSION; PROVIDED, HOWEVER, THAT THE CONVERSION OF A LIBO RATE ADVANCE INTO A
BASE RATE ADVANCE MAY BE MADE ON, AND ONLY ON, THE LAST DAY OF AN INTEREST
PERIOD FOR SUCH LIBO RATE ADVANCE.
EACH SUCH NOTICE OF A CONVERSION SHALL,
WITHIN THE RESTRICTIONS SPECIFIED ABOVE, SPECIFY
(I)
THE DATE OF SUCH CONVERSION;
(II)
THE PRO RATA ADVANCES TO BE CONVERTED; AND
(III)
IF SUCH CONVERSION IS INTO LIBO RATE
ADVANCES, THE DURATION OF THE INTEREST PERIOD FOR EACH SUCH PRO RATA ADVANCE.
SECTION 2.07.
THE COMPETITIVE BID ADVANCES.
(A)
COMPETITIVE BID ADVANCES' IMPACT ON COMMITMENTS.
EACH LENDER SEVERALLY AGREES
THAT ANY BORROWER MAY MAKE COMPETITIVE BID BORROWINGS UNDER THIS SECTION 2.07
FROM TIME TO TIME ON ANY BUSINESS DAY DURING THE PERIOD FROM THE EFFECTIVE DATE
UNTIL THE TERMINATION DATE IN THE MANNER SET FORTH
14
BELOW; PROVIDED THAT, FOLLOWING THE MAKING OF EACH COMPETITIVE BID BORROWING,
THE AGGREGATE AMOUNT OF THE ADVANCES THEN OUTSTANDING SHALL NOT EXCEED THE
AGGREGATE AMOUNT OF THE COMMITMENTS OF THE LENDERS.
AS PROVIDED IN SECTION
2.01, THE AGGREGATE AMOUNT OF THE COMMITMENTS OF THE LENDERS SHALL BE