AMERICA, N.A.,
SUNTRUST BANK AND THE BANK OF TOKYO-MITSUBSHI, LTD., NY BRANCH HAVE BEEN
DESIGNATED AS "CO-DOCUMENTATION AGENTS" AND WACHOVIA BANK, N. A. HAS BEEN
DESIGNATED AS "SYNDICATION AGENT" HEREUNDER IN RECOGNITION OF THE LEVEL OF EACH
OF THEIR RESPECTIVE COMMITMENTS.
NONE OF THE PARTIES LISTED IN THE FOREGOING
SENTENCE IS AN AGENT FOR THE BANKS AND NO SUCH BANK SHALL HAVE ANY OBLIGATION
HEREUNDER OTHER THAN THOSE EXISTING IN ITS CAPACITY AS A BANK.
WITHOUT LIMITING
THE FOREGOING, NO SUCH BANK SHALL HAVE OR BE DEEMED TO HAVE ANY FIDUCIARY
RELATIONSHIP WITH OR DUTY TO ANY OTHER BANK.
ARTICLE 8
CHANGE IN CIRCUMSTANCES
SECTION 8.01.
BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR.
IF ON
OR PRIOR TO THE FIRST DAY OF ANY INTEREST PERIOD FOR ANY CD LOAN, EURO-DOLLAR
LOAN OR MONEY MARKET LIBOR LOAN:
40
(A)
THE ADMINISTRATIVE AGENT IS ADVISED BY THE
REFERENCE BANK THAT DEPOSITS IN DOLLARS (IN THE APPLICABLE AMOUNTS) ARE NOT
BEING OFFERED TO THE REFERENCE BANK IN THE RELEVANT MARKET FOR SUCH INTEREST
PERIOD, OR
(B)
IN THE CASE OF A COMMITTED BORROWING, BANKS
HAVING 50% OR MORE OF THE AGGREGATE AMOUNT OF THE COMMITMENTS ADVISE THE
ADMINISTRATIVE AGENT THAT THE ADJUSTED CD RATE OR THE ADJUSTED LONDON INTERBANK
OFFERED RATE, AS THE CASE MAY BE, AS DETERMINED BY THE ADMINISTRATIVE AGENT WILL
NOT ADEQUATELY AND FAIRLY REFLECT THE COST TO SUCH BANKS OF FUNDING THEIR CD
LOANS OR EURO-DOLLAR LOANS, AS THE CASE MAY BE, FOR SUCH INTEREST PERIOD, THE
ADMINISTRATIVE AGENT SHALL FORTHWITH GIVE NOTICE THEREOF TO THE BORROWER AND THE
BANKS, WHEREUPON UNTIL THE ADMINISTRATIVE AGENT NOTIFIES THE BORROWER THAT THE
CIRCUMSTANCES GIVING RISE TO SUCH SUSPENSION NO LONGER EXIST, (I) THE
OBLIGATIONS OF THE BANKS TO MAKE CD LOANS OR EURO-DOLLAR LOANS, AS THE CASE MAY
BE, OR TO CONTINUE OR CONVERT OUTSTANDING LOANS AS OR INTO CD LOANS OR
EURO-DOLLAR LOANS, AS THE CASE MAY BE, SHALL BE SUSPENDED AND (II) EACH
OUTSTANDING CD LOAN OR EURO-DOLLAR LOAN, AS THE CASE MAY BE, SHALL BE CONVERTED
INTO A BASE RATE LOAN ON THE LAST DAY OF THE THEN CURRENT INTEREST PERIOD
APPLICABLE THERETO.
UNLESS THE BORROWER NOTIFIES THE ADMINISTRATIVE AGENT AT
LEAST TWO DOMESTIC BUSINESS DAYS BEFORE THE DATE OF ANY FIXED RATE BORROWING FOR
WHICH A NOTICE OF BORROWING HAS PREVIOUSLY BEEN GIVEN THAT IT ELECTS NOT TO,
BORROW ON SUCH DATE, (I) IF SUCH FIXED RATE BORROWING IS A COMMITTED BORROWING,
SUCH BORROWING SHALL INSTEAD BE MADE AS A BASE RATE BORROWING AND (II) IF SUCH
FIXED RATE BORROWING IS A MONEY MARKET LIBOR BORROWING, THE MONEY MARKET LIBOR
LOANS COMPRISING SUCH BORROWING SHALL BEAR INTEREST FOR EACH DAY FROM AND
INCLUDING THE FIRST DAY TO BUT EXCLUDING THE LAST DAY OF THE INTEREST PERIOD
APPLICABLE THERETO AT THE BASE RATE PLUS THE BASE MARGIN FOR SUCH DAY.
SECTION 8.02.
ILLEGALITY.
IF, ON OR AFTER THE DATE OF THIS AGREEMENT, THE
ADOPTION OF ANY APPLICABLE LAW, RULE OR REGULATION, OR ANY CHANGE IN ANY