for a maturity comparable to such Interest Period are
offered by the principal London office of JPMorgan Chase Bank in immediately
available funds in the London interbank market at approximately 11:00 a.m.,
London time, two Euro-Dollar Business Days prior to the commencement of such
Interest Period.
"Euro-Dollar Reserve Percentage" means for any day that percentage (expressed as
a decimal) which is in effect on such day, as prescribed by the Board of
Governors of the Federal Reserve System (or any successor) for determining the
maximum reserve requirement for a member bank of the Federal Reserve System in
New York City with deposits exceeding five billion dollars in respect of
"Eurocurrency liabilities" (or in respect of any other category of liabilities
which includes deposits by reference to which the interest rate on Euro-Dollar
Loans is determined or any category of extensions of credit or other assets
which includes loans by a non-United States office of any Bank to United States
residents).
The Adjusted London Interbank Offered Rate shall be adjusted
automatically on and as of the effective date of any change in the Euro-Dollar
Reserve Percentage.
(D)
ANY OVERDUE PRINCIPAL OF OR INTEREST ON ANY
EURO-DOLLAR LOAN SHALL BEAR INTEREST, PAYABLE ON DEMAND, FOR EACH DAY UNTIL PAID
AT A RATE PER ANNUM EQUAL TO THE HIGHER OF (I) THE SUM OF 2% PLUS THE
EURO-DOLLAR MARGIN FOR SUCH DAY PLUS THE ADJUSTED LONDON INTERBANK OFFERED RATE
APPLICABLE TO SUCH LOAN ON THE DAY BEFORE SUCH PAYMENT WAS DUE AND (II) THE SUM
OF 2% PLUS THE EURO-DOLLAR MARGIN FOR SUCH DAY PLUS THE QUOTIENT OBTAINED
(ROUNDED UPWARD, IF NECESSARY, TO THE NEXT HIGHER 1/100 OF 1%) BY DIVIDING
(X) THE AVERAGE (ROUNDED UPWARD, IF NECESSARY, TO THE NEXT HIGHER 1/16 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 ADMINISTRATIVE AGENT MAY SELECT)
DEPOSITS IN DOLLARS IN AN AMOUNT APPROXIMATELY EQUAL TO SUCH OVERDUE PAYMENT DUE
TO THE EURO-DOLLAR REFERENCE BANK ARE OFFERED TO THE EURO-DOLLAR 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 RATE APPLICABLE TO BASE RATE
LOANS FOR SUCH DAY).
(E)
SUBJECT TO SECTION 8.01, EACH MONEY MARKET
LIBOR LOAN SHALL BEAR INTEREST ON THE OUTSTANDING PRINCIPAL AMOUNT THEREOF, FOR
THE INTEREST PERIOD APPLICABLE THERETO, AT A RATE PER ANNUM EQUAL TO THE SUM OF
THE LONDON INTERBANK OFFERED RATE FOR SUCH INTEREST PERIOD (DETERMINED IN
ACCORDANCE WITH SECTION 2.08(C) AS IF THE RELATED MONEY MARKET LIBOR BORROWING
WERE A COMMITTED EURO-DOLLAR BORROWING) PLUS (OR MINUS) THE MONEY MARKET MARGIN
QUOTED BY THE BANK MAKING SUCH LOAN IN ACCORDANCE WITH SECTION 2.03.
EACH MONEY