MONTHS AS THE
ADMINISTRATIVE AGENT MAY SELECT) DEPOSITS IN DOLLARS IN AN AMOUNT APPROXIMATELY
EQUAL TO SUCH OVERDUE PAYMENT DUE TO THE ADMINISTRATIVE AGENT ARE OFFERED TO THE
ADMINISTRATIVE AGENT, IN THE LONDON INTERBANK MARKET FOR THE APPLICABLE PERIOD
DETERMINED AS PROVIDED ABOVE BY (Y) 1.00 MINUS THE EURO-DOLLAR RESERVE
PERCENTAGE (OR, IF THE CIRCUMSTANCES DESCRIBED IN CLAUSE (A) OR (B) OF SECTION
8.01 SHALL EXIST, AT A RATE PER ANNUM EQUAL TO THE SUM OF 2% PLUS THE RATE
APPLICABLE TO BASE RATE LOANS FOR SUCH DAY) AND (II) THE SUM OF THE EURO-DOLLAR
MARGIN PLUS THE ADJUSTED LONDON INTERBANK OFFERED RATE APPLICABLE TO SUCH LOAN
AT THE DATE SUCH PAYMENT WAS DUE.
(D)
EACH TRANCHE B LOAN SHALL BEAR INTEREST ON THE OUTSTANDING
PRINCIPAL AMOUNT THEREOF, FOR EACH DAY FROM THE DATE SUCH LOAN IS MADE UNTIL IT
BECOMES DUE, AT A RATE PER ANNUM EQUAL TO THE FIXED RATE.
SUCH INTEREST SHALL
BE PAYABLE QUARTERLY IN ARREARS ON THE LAST DOMESTIC BUSINESS DAY OF EACH
CALENDAR QUARTER.
ANY OVERDUE PRINCIPAL OF OR INTEREST ON ANY TRANCHE B LOAN
SHALL BEAR INTEREST PAYABLE ON DEMAND, FOR EACH DAY UNTIL PAID AT A RATE PER
ANNUM EQUAL TO THE SUM OF 2% PLUS THE FIXED RATE.
15
"Fixed Rate" means a rate per annum equal to 6.95 %.
(E)
THE ADMINISTRATIVE AGENT SHALL DETERMINE EACH INTEREST RATE
APPLICABLE TO THE TRANCHE A LOANS HEREUNDER.
THE ADMINISTRATIVE AGENT SHALL
GIVE PROMPT NOTICE TO THE BORROWER AND THE TRANCHE A LENDERS OF EACH RATE OF
INTEREST SO DETERMINED, AND ITS DENOMINATION THEREOF SHALL BE CONCLUSIVE IN THE
ABSENCE OF MANIFEST ERROR.
SECTION 2.08.
[INTENTIONALLY DELETED].
SECTION 2.09.
TERMINATION OF COMMITMENTS.
THE COMMITMENTS SHALL
AUTOMATICALLY TERMINATE ON THE EARLIER OF (I) CLOSE OF BUSINESS (NEW YORK CITY
TIME) ON JUNE 30, 2003 OR (II) THE BORROWING DATE, IMMEDIATELY AFTER THE LOANS
ARE MADE.
SECTION 2.10.
METHOD OF ELECTING INTEREST RATES WITH RESPECT TO
TRANCHE A LOANS.
(A)
THE LOANS INCLUDED IN THE TRANCHE A BORROWING SHALL BEAR
INTEREST INITIALLY AT THE TYPE OF RATE SPECIFIED BY THE BORROWER IN THE NOTICE
OF BORROWING.
THEREAFTER, THE BORROWER MAY FROM TIME TO TIME ELECT TO CHANGE OR
CONTINUE THE TYPE OF INTEREST RATE BORNE BY THE TRANCHE A LOANS AS A WHOLE
(SUBJECT IN EACH CASE TO THE PROVISIONS OF ARTICLE 8), AS FOLLOWS:
(I)
IF THE TRANCHE A LOANS ARE BASE RATE LOANS, THE BORROWER MAY ELECT TO
CONVERT THE TRANCHE A LOANS TO EURO-DOLLAR LOANS AS OF ANY EURO-DOLLAR BUSINESS
DAY; AND
(II)
IF THE TRANCHE A LOANS ARE EURO-DOLLAR LOANS, THE BORROWER MAY ELECT TO
CONVERT THE TRANCHE A LOANS TO BASE RATE LOANS OR ELECT TO CONTINUE THE TRANCHE
A LOANS AS EURO-DOLLAR LOANS FOR AN ADDITIONAL INTEREST PERIOD, IN EACH CASE
EFFECTIVE ON THE LAST DAY OF THE THEN CURRENT INTEREST PERIOD APPLICABLE TO THE
TRANCHE A LOANS.
Each such election shall be made by delivering a notice, substantially in the
form of Exhibit C hereto (a "Notice