IN THE FORM OF EXHIBIT K-1, K-2(A), K-1(B) OR
K-2(A), AS THE CASE MAY BE.
THEREAFTER, THE LOANS EVIDENCED BY SUCH PROMISSORY
NOTE AND INTEREST THEREON SHALL AT ALL TIMES (INCLUDING AFTER ASSIGNMENT
PURSUANT TO SECTION 10.04) BE REPRESENTED BY ONE OR MORE PROMISSORY NOTES IN
SUCH FORM PAYABLE TO THE ORDER OF THE PAYEE NAMED THEREIN (OR, IF SUCH
PROMISSORY NOTE IS A REGISTERED NOTE, TO SUCH PAYEE AND ITS REGISTERED ASSIGNS).
37
(E)
CURRENCY.
ALL LOANS MADE HEREUNDER SHALL BE MADE IN DOLLARS, AND
EACH REPAYMENT THEREOF AND ANY OTHER PAYMENT IN RESPECT OF THE OBLIGATIONS SHALL
BE MADE IN DOLLARS.
SECTION 2.05
Fees.
(A)
COMMITMENT FEE.
THE US BORROWER AGREES TO PAY TO THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH LENDER A COMMITMENT FEE (A
"COMMITMENT FEE") EQUAL TO THE APPLICABLE FEE PER ANNUM ON THE AVERAGE DAILY
UNUSED AMOUNT OF EACH COMMITMENT OF SUCH LENDER DURING THE PERIOD FROM AND
INCLUDING THE DATE HEREOF TO BUT EXCLUDING THE DATE ON WHICH SUCH COMMITMENT
TERMINATES.
ACCRUED COMMITMENT FEES SHALL BE PAYABLE IN ARREARS (A) ON THE LAST
BUSINESS DAY OF MARCH, JUNE, SEPTEMBER AND DECEMBER OF EACH YEAR, COMMENCING ON
THE FIRST SUCH DATE TO OCCUR AFTER THE DATE HEREOF, AND (B) ON THE DATE ON WHICH
SUCH COMMITMENT TERMINATES.
COMMITMENT FEES SHALL BE COMPUTED ON THE BASIS OF A
YEAR OF 360 DAYS AND SHALL BE PAYABLE FOR THE ACTUAL NUMBER OF DAYS ELAPSED
(INCLUDING THE FIRST DAY BUT EXCLUDING THE LAST DAY).
FOR PURPOSES OF COMPUTING
COMMITMENT FEES WITH RESPECT TO REVOLVING COMMITMENTS, A REVOLVING COMMITMENT OF
A LENDER SHALL BE DEEMED TO BE USED TO THE EXTENT OF THE OUTSTANDING REVOLVING
LOANS AND LC EXPOSURE OF SUCH LENDER (AND THE SWINGLINE EXPOSURE OF SUCH LENDER
SHALL BE DISREGARDED FOR SUCH PURPOSE).
(B)
ADMINISTRATIVE AGENT FEES.
EACH BORROWER AGREES TO PAY TO THE
ADMINISTRATIVE AGENT, FOR ITS OWN ACCOUNT, THE ADMINISTRATIVE FEES PAYABLE IN
THE AMOUNTS AND AT THE TIMES SEPARATELY AGREED UPON BETWEEN SUCH BORROWER AND
THE ADMINISTRATIVE AGENT (THE "ADMINISTRATIVE AGENT FEES").
(C)
CAYMAN LC AND CAYMAN FRONTING FEES.
THE CAYMAN BORROWER AGREES TO
PAY (I) TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH REVOLVING LENDER A
PARTICIPATION FEE ("CAYMAN LC PARTICIPATION FEE") WITH RESPECT TO ITS
PARTICIPATIONS IN CAYMAN LETTERS OF CREDIT, WHICH SHALL ACCRUE AT A RATE EQUAL
TO THE APPLICABLE MARGIN FROM TIME TO TIME USED TO DETERMINE THE INTEREST RATE
ON EURODOLLAR REVOLVING LOANS PURSUANT TO SECTION 2.06 ON THE AVERAGE DAILY
AMOUNT OF SUCH LENDER'S CAYMAN LC EXPOSURE (EXCLUDING ANY PORTION THEREOF
ATTRIBUTABLE TO CAYMAN REIMBURSEMENT OBLIGATIONS) DURING THE PERIOD FROM AND
INCLUDING THE CLOSING DATE TO BUT EXCLUDING THE LATER OF THE DATE ON WHICH SUCH
LENDER'S REVOLVING COMMITMENT TERMINATES AND THE DATE ON WHICH SUCH LENDER
CEASES TO HAVE ANY CAYMAN LC EXPOSURE, AND (II) TO THE ISSUING BANK A FRONTING
FEE ("CAYMAN FRONTING FEE"), WHICH SHALL ACCRUE AT THE RATE OF 0.125% PER ANNUM
ON THE AVERAGE DAILY AMOUNT OF THE CAYMAN