OWING TO
EACH BANK PARTY PAYABLE ON DEMAND, AT A RATE PER ANNUM EQUAL AT ALL TIMES TO A
RATE PER ANNUM EQUAL TO THE HIGHER OF (I) THE SUM OF 2% PLUS THE EURO-DOLLAR
MARGIN APPLICABLE TO SUCH LOAN PLUS THE ADJUSTED LONDON INTERBANK OFFERED RATE
APPLICABLE TO SUCH EURO-DOLLAR LOAN AND (II) THE SUM OF 2% PLUS THE EURO-DOLLAR
MARGIN APPLICABLE TO SUCH LOAN PLUS THE QUOTIENT OBTAINED (ROUNDED UPWARD, IF
NECESSARY, TO THE NEXT HIGHER 1/100TH OF 1%) BY DIVIDING (X) THE AVERAGE
(ROUNDED UPWARD, IF NECESSARY, TO THE NEXT HIGHER 1/16TH OF 1%) OF THE
RESPECTIVE RATES PER ANNUM AT WHICH ONE DAY (OR, IF SUCH AMOUNT DUE REMAINS
UNPAID MORE THAN THREE EURO-DOLLAR BUSINESS DAYS, THEN FOR SUCH OTHER PERIOD OF
TIME NOT LONGER THAN THREE MONTHS AS THE AGENT MAY SELECT) DEPOSITS IN DOLLARS
IN AN AMOUNT APPROXIMATELY EQUAL TO SUCH OVERDUE PAYMENT DUE TO EACH OF THE
REFERENCE BANKS ARE OFFERED TO SUCH REFERENCE BANK 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 RELEVANT RATE APPLICABLE TO BASE RATE LOANS) (THE "EURO-DOLLAR
DEFAULT RATE") AND (II) TO THE FULLEST EXTENT PERMITTED BY LAW, THE AMOUNT OF
ANY INTEREST THAT IS NOT PAID WHEN DUE, FROM THE DATE SUCH AMOUNT SHALL BE DUE
UNTIL SUCH AMOUNT SHALL BE PAID IN FULL, AT A RATE PER ANNUM EQUAL TO THE
EURO-DOLLAR DEFAULT RATE FOR THE EURO-DOLLAR LOANS ON WHICH SUCH INTEREST HAS
ACCRUED PURSUANT TO SECTION 2.06(B) ABOVE.
(D)
THE AGENT SHALL DETERMINE EACH INTEREST RATE APPLICABLE TO THE
LOANS AND REIMBURSEMENT OBLIGATIONS HEREUNDER.
THE AGENT SHALL GIVE PROMPT
NOTICE TO THE BORROWER AND THE PARTICIPATING BANKS OF EACH RATE OF INTEREST SO
DETERMINED, AND ITS DETERMINATION THEREOF SHALL BE CONCLUSIVE IN THE ABSENCE OF
MANIFEST ERROR.
(E)
EACH REFERENCE BANK AGREES TO USE ITS BEST EFFORTS TO FURNISH
QUOTATIONS TO THE AGENT AS CONTEMPLATED BY THIS SECTION.
IF ANY REFERENCE BANK
DOES NOT FURNISH A TIMELY QUOTATION, THE AGENT SHALL DETERMINE THE RELEVANT
INTEREST RATE ON THE BASIS OF THE QUOTATION OR QUOTATIONS FURNISHED BY THE
REMAINING REFERENCE BANK OR BANKS OR, IF NONE OF SUCH QUOTATIONS IS AVAILABLE ON
A TIMELY BASIS, THE PROVISIONS OF SECTION 8.01 SHALL APPLY.
(F)
THE YIELD TO MATURITY WITH RESPECT TO ANY FIRST PRIORITY SECURED
DEBT ISSUED AFTER THE DATE HEREOF AND CONSISTING OF A TERM LOAN FACILITY OR
SIMILAR BANK CREDIT FACILITY (TAKING INTO ACCOUNT UPFRONT FEES PAID TO THE
LENDERS UNDER SUCH NEW FIRST PRIORITY SECURED DEBT) MAY BE NO MORE THAN 0.25%
PER ANNUM GREATER THAN THE YIELD TO MATURITY WITH RESPECT TO THE INITIAL TERM
LOANS ON THE CLOSING DATE (AND THE BORROWER AGREES THAT THE PRICING OF THE
INITIAL
42
TERM LOANS (IF ANY) WILL BE INCREASED AND OR ADDITIONAL