Neiman Marcus 2003 Annual Report Download - page 249

ARTICLE VIII
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 Euro-Dollar Loan or Competitive Bid LIBOR Loan:
(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 London interbank market for such Interest Period, or
(b) in the case of Euro-Dollar Loans, Lenders having 50% or more of the aggregate principal amount of the affected
Loans advise the Administrative Agent that the London Interbank Offered Rate as determined by the Administrative Agent will not
adequately and fairly reflect the cost to such Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative
Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent notifies the
Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Lenders to make Euro-Dollar
Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-
Dollar Loan 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 one Domestic Business Day 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
Competitive Bid LIBOR Borrowing, the Competitive Bid 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 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 applicable law, rule or regulation, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance
by any Lender (or its Euro-Dollar Lending Office) with any request or directive (whether or not having the force of law) of any such
authority, central bank or comparable agency shall make it unlawful or impossible for any Lender (or its Euro-Dollar Lending Office)
to make, maintain or fund its Euro-Dollar Loans and such Lender shall so notify the Administrative Agent, the Administrative Agent
shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon until such Lender notifies the Borrower and the
Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make
Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans, shall be suspended. Before giving any notice to the
Administrative Agent pursuant to this Section, such Lender shall designate a different Euro-Dollar Lending Office if such designation
will avoid the need for giving such notice and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender.
If such notice is given, each Euro-Dollar Loan of such Lender then outstanding shall be converted to a Base Rate Loan either (i) on the
last day of the then current Interest Period applicable to such Euro-Dollar Loan if such Lender may lawfully continue to maintain and
fund such Loan to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund
such Loan to such day.
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