Note to repay the principal amount of the Loans
hereunder, together with all interest accruing thereon.
SECTION 4
INTEREST.
4.1
INTEREST RATES.
THE LOAN PARTIES PROMISE TO PAY INTEREST ON THE
UNPAID PRINCIPAL AMOUNT OF EACH LOAN FOR THE PERIOD COMMENCING ON THE DATE OF
SUCH LOAN UNTIL SUCH LOAN IS PAID IN FULL AS FOLLOWS:
(A)
AT ALL TIMES WHILE SUCH LOAN IS A BASE RATE LOAN, AT A RATE PER
ANNUM EQUAL TO THE SUM OF THE BASE RATE FROM TIME TO TIME IN EFFECT PLUS THE
BASE RATE MARGIN FROM TIME TO TIME IN EFFECT; AND
(B)
AT ALL TIMES WHILE SUCH LOAN IS A LIBOR LOAN, AT A RATE PER ANNUM
EQUAL TO THE SUM OF THE LIBOR RATE APPLICABLE TO EACH INTEREST PERIOD FOR SUCH
LOAN PLUS THE LIBOR MARGIN FROM TIME TO TIME IN EFFECT;
provided that at any time an Event of Default exists, unless the Required
Lenders otherwise consent, the interest rate applicable to each Loan shall be
increased by 2% (and, in the case of Obligations not bearing interest, such
Obligations shall bear interest at the Base Rate applicable to Revolving Loans
plus 2%), provided further that such increase may thereafter be rescinded by the
Required Lenders, notwithstanding Section 15.1. Notwithstanding the foregoing,
upon the occurrence of an Event of Default under Sections 13.1.1 or 13.1.4, such
increase shall occur automatically.
4.2
INTEREST PAYMENT DATES.
ACCRUED INTEREST ON EACH BASE RATE LOAN
SHALL BE PAYABLE IN ARREARS ON THE LAST DAY OF EACH CALENDAR QUARTER AND AT
MATURITY. ACCRUED INTEREST ON EACH LIBOR LOAN SHALL BE PAYABLE ON THE LAST DAY
OF EACH INTEREST PERIOD RELATING TO SUCH LOAN (AND, IN THE CASE OF A LIBOR LOAN
WITH A SIX-MONTH INTEREST PERIOD, ON THE THREE-MONTH ANNIVERSARY OF THE FIRST
DAY OF SUCH INTEREST PERIOD), UPON A PREPAYMENT OF SUCH LOAN, AND AT MATURITY.
AFTER MATURITY, AND AT ANY TIME AN EVENT OF DEFAULT EXISTS, ACCRUED INTEREST ON
ALL LOANS SHALL BE PAYABLE ON DEMAND.
4.3
SETTING AND NOTICE OF LIBOR RATES.
THE APPLICABLE LIBOR RATE FOR
EACH INTEREST PERIOD SHALL BE DETERMINED BY THE ADMINISTRATIVE AGENT, AND NOTICE
THEREOF SHALL BE GIVEN BY THE ADMINISTRATIVE AGENT PROMPTLY TO THE COMPANY AND
EACH LENDER. EACH DETERMINATION OF THE APPLICABLE LIBOR RATE BY THE
ADMINISTRATIVE AGENT SHALL BE CONCLUSIVE AND BINDING UPON THE PARTIES HERETO, IN
THE ABSENCE OF DEMONSTRABLE ERROR. THE ADMINISTRATIVE AGENT SHALL, UPON WRITTEN
REQUEST OF THE COMPANY OR ANY LENDER, DELIVER TO THE COMPANY OR SUCH LENDER A
STATEMENT SHOWING THE COMPUTATIONS USED BY THE ADMINISTRATIVE AGENT IN
DETERMINING ANY APPLICABLE LIBOR RATE HEREUNDER.
4.4
COMPUTATION OF INTEREST.
INTEREST SHALL BE COMPUTED FOR THE
ACTUAL NUMBER OF DAYS ELAPSED ON THE BASIS OF A YEAR OF 360 DAYS; PROVIDED THAT
INTEREST ON BASE RATE LOANS SHALL BE
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computed for the actual number of days elapsed on the basis of a year of 365 or
366 days, as appropriate. The applicable interest rate for each Base Rate Loan