CURRENCY UNIT TO ANOTHER SHALL BE AT
THE OFFICIAL RATE OF EXCHANGE RECOGNIZED BY THE CENTRAL BANK FOR CONVERSION OF
THAT CURRENCY OR CURRENCY UNIT INTO THE OTHER, ROUNDED UP OR DOWN BY THE
ADMINISTRATIVE AGENT AS IT REASONABLY DEEMS APPROPRIATE.
(B)
IF A CHANGE IN ANY CURRENCY OF A COUNTRY
OCCURS, THIS AGREEMENT SHALL BE AMENDED (AND EACH PARTY HERETO AGREES TO ENTER
INTO ANY SUPPLEMENTAL AGREEMENT NECESSARY TO EFFECT ANY SUCH AMENDMENT) TO THE
EXTENT THAT THE ADMINISTRATIVE AGENT DETERMINES SUCH AMENDMENT TO BE NECESSARY
TO REFLECT THE CHANGE IN CURRENCY AND TO PUT THE LENDERS IN THE SAME POSITION,
SO FAR AS POSSIBLE, THAT THEY WOULD HAVE BEEN IN IF NO CHANGE IN CURRENCY HAD
OCCURRED.
23
1.4.
LETTER OF CREDIT AMOUNTS. UNLESS OTHERWISE
SPECIFIED HEREIN, THE AMOUNT OF A LETTER OF CREDIT AT ANY TIME SHALL BE DEEMED
TO BE THE DOLLAR EQUIVALENT OF 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 DOLLAR EQUIVALENT OF
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.
1.5.
ASSIGNMENT OF ADMINISTRATIVE AGENT'S RIGHTS
AND OBLIGATIONS. FLEET NATIONAL BANK, A BANK OF AMERICA COMPANY ("FLEET") HEREBY
SELLS, TRANSFERS AND ASSIGNS TO BANK OF AMERICA, N.A., ("BOFA") AND BOFA HEREBY
PURCHASES, ASSUMES AND UNDERTAKES FROM FLEET ALL RIGHTS AND OBLIGATIONS OF FLEET
IN ITS CAPACITY AS ADMINISTRATIVE AGENT.
EFFECTIVE UPON THE RESTATEMENT CLOSING
DATE, EACH OF THE LENDERS AND EACH OF THE BORROWERS HEREBY CONSENT TO THE
FOREGOING ASSIGNMENT AND ASSUMPTION AND RELEASES FLEET FROM ITS OBLIGATIONS AS
ADMINISTRATIVE AGENT UNDER THE LOAN DOCUMENTS.
1.6.
ASSIGNMENT OF LOANS. (A) FOR AN AGREED
CONSIDERATION, FLEET HEREBY IRREVOCABLY SELLS AND ASSIGNS TO BOFA, AND BOFA
HEREBY IRREVOCABLY PURCHASES AND ASSUMES FROM FLEET, IN ACCORDANCE WITH THE
CREDIT AGREEMENT, AS OF THE RESTATEMENT CLOSING DATE (I) ALL OF FLEET'S RIGHTS
AND OBLIGATIONS AS A LENDER UNDER THE CREDIT AGREEMENT AND ANY OTHER DOCUMENTS
OR INSTRUMENTS DELIVERED PURSUANT THERETO TO THE EXTENT RELATED TO THE AMOUNT
AND PERCENTAGE INTEREST IDENTIFIED BELOW OF ALL OF SUCH OUTSTANDING RIGHTS AND
OBLIGATIONS OF FLEET UNDER THE AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE
LETTERS OF CREDIT AND THE SWINGLINE LOANS INCLUDED IN SUCH FACILITIES) AND (II)
TO THE EXTENT PERMITTED TO BE ASSIGNED UNDER APPLICABLE LAW, ALL CLAIMS, SUITS,
CAUSES OF ACTION AND ANY OTHER RIGHT OF FLEET (IN ITS CAPACITY AS A LENDER)
AGAINST ANY PERSON, WHETHER KNOWN OR UNKNOWN, ARISING UNDER OR IN CONNECTION
WITH THE CREDIT AGREEMENT, ANY OTHER DOCUMENTS OR INSTRUMENTS DELIVERED PURSUANT
THERETO OR THE LOAN TRANSACTIONS GOVERNED THEREBY OR IN ANY WAY BASED ON OR
RELATED TO ANY OF THE