EACH PROVISION OF THIS AGREEMENT ALSO SHALL BE SUBJECT TO SUCH
REASONABLE CHANGES OF CONSTRUCTION AS THE ADMINISTRATIVE AGENT MAY FROM TIME TO
TIME SPECIFY TO BE APPROPRIATE TO REFLECT A CHANGE IN CURRENCY OF ANY OTHER
COUNTRY AND ANY RELEVANT MARKET CONVENTIONS OR PRACTICES RELATING TO THE CHANGE
IN CURRENCY.
1.07
ROUNDING.
ANY FINANCIAL RATIOS REQUIRED TO BE MAINTAINED BY THE
BORROWER PURSUANT TO THIS AGREEMENT SHALL BE CALCULATED BY DIVIDING THE
APPROPRIATE COMPONENT BY THE OTHER COMPONENT, CARRYING THE RESULT TO ONE PLACE
MORE THAN THE NUMBER OF PLACES BY WHICH SUCH RATIO IS EXPRESSED HEREIN AND
ROUNDING THE RESULT UP OR DOWN TO THE NEAREST NUMBER (WITH A ROUNDING-UP IF
THERE IS NO NEAREST NUMBER).
1.08
TIMES OF DAY.
UNLESS OTHERWISE SPECIFIED, ALL REFERENCES HEREIN TO
TIMES OF DAY SHALL BE REFERENCES TO CENTRAL TIME (DAYLIGHT OR STANDARD, AS
APPLICABLE).
1.09
LETTER OF CREDIT AMOUNTS.
UNLESS OTHERWISE SPECIFIED HEREIN, THE
AMOUNT OF A LETTER OF CREDIT AT ANY TIME SHALL BE DEEMED TO BE THE STATED AMOUNT
OF SUCH LETTER OF CREDIT IN EFFECT AT SUCH TIME; PROVIDED, HOWEVER, THAT WITH
RESPECT TO ANY LETTER OF CREDIT THAT, BY ITS TERMS OR THE TERMS OF ANY ISSUER
DOCUMENT RELATED THERETO, PROVIDES FOR ONE OR MORE AUTOMATIC INCREASES IN THE
STATED AMOUNT THEREOF, THE AMOUNT OF SUCH LETTER OF CREDIT SHALL BE DEEMED TO BE
THE MAXIMUM STATED AMOUNT OF SUCH LETTER OF CREDIT AFTER GIVING EFFECT TO ALL
SUCH INCREASES, WHETHER OR NOT SUCH MAXIMUM STATED AMOUNT IS IN EFFECT AT SUCH
TIME.
ARTICLE II
THE CREDITS
2.01
COMMITTED LOANS.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN, EACH LENDER SEVERALLY AGREES TO MAKE LOANS (EACH SUCH LOAN, A "COMMITTED
LOAN") TO THE BORROWER IN DOLLARS OR IN ONE OR MORE ALTERNATIVE CURRENCIES FROM
TIME TO TIME, ON ANY BUSINESS DAY DURING THE AVAILABILITY PERIOD, IN AN
AGGREGATE AMOUNT NOT TO EXCEED AT ANY TIME OUTSTANDING THE AMOUNT OF SUCH
LENDER'S COMMITMENT; PROVIDED, HOWEVER, THAT AFTER GIVING EFFECT TO ANY
COMMITTED BORROWING, (I) THE TOTAL OUTSTANDINGS SHALL NOT EXCEED THE AGGREGATE
COMMITMENTS, (II) THE AGGREGATE OUTSTANDING AMOUNT OF THE COMMITTED LOANS OF ANY
LENDER, PLUS SUCH LENDER'S APPLICABLE PERCENTAGE OF THE OUTSTANDING AMOUNT OF
ALL L/C OBLIGATIONS, PLUS SUCH LENDER'S APPLICABLE PERCENTAGE OF THE OUTSTANDING
AMOUNT OF ALL SWING LINE LOANS SHALL NOT EXCEED SUCH LENDER'S COMMITMENT.
WITHIN THE LIMITS OF EACH LENDER'S COMMITMENT, AND SUBJECT TO THE OTHER TERMS
AND CONDITIONS HEREOF, THE BORROWER MAY BORROW UNDER THIS SECTION 2.01, PREPAY
UNDER SECTION 2.06, AND REBORROW UNDER THIS SECTION 2.01.
COMMITTED LOANS MAY
BE BASE RATE LOANS OR EUROCURRENCY RATE LOANS, AS FURTHER PROVIDED HEREIN.
2.02
BORROWINGS, CONVERSIONS AND CONTINUATIONS OF COMMITTED LOANS.
(a)
Each Committed Borrowing, each conversion of Committed Loans from
one Type to the other, and each continuation of Eurocurrency Rate Committed
Loans shall be made upon the Borrower's irrevocable notice to the Administrative
Agent, which may be given by telephone.
Each such notice must be received by
the Administrative Agent