by the
amount of any Peso Commitment of such US/UK Lender assumed pursuant to
subsection 6.20 and (b) in the case of any US/UK Lender that becomes a US/UK
Lender after the date hereof, the amount specified as such US/UK Lender's "US/UK
Commitment" in the Assignment and Acceptance pursuant to which such Lender
assumed a portion of the total US/UK Commitments, in each case of the same may
be changed from time to time pursuant to terms hereof.
The total US/UK
Commitment as of the Closing Date is $275,000,000.
"US/UK Committed Currency":
Dollars and US/UK Alternative Currencies.
"US/UK Extensions of Credit":
as to any US/UK Lender at any time, an amount
equal to the sum of (a) such Lender's US/UK Revolving Credit Exposure at such
time and (b) such Lender's Competitive Loan Exposure at such time.
"US/UK Lenders":
each Lender that has a US/UK Commitment or that holds US/UK
Loans.
"US/UK Loans":
as defined in subsection 2.1(a).
"US/UK Revolving Credit Exposure":
as to any US/UK Lender at any time, an
amount equal to the sum of (a) the Dollar Equivalent of the aggregate principal
amount of all Loans made under the US/UK Commitments held by such Lender then
outstanding, (b) such Lender's Pro Rata Percentage of the L/C Obligations then
outstanding and (c) such Lender's Swingline Exposure.
1.2.
OTHER DEFINITIONAL PROVISIONS.
(A)
UNLESS OTHERWISE SPECIFIED THEREIN,
ALL TERMS DEFINED IN THIS AGREEMENT SHALL HAVE THE DEFINED MEANINGS WHEN USED IN
ANY NOTES OR ANY CERTIFICATE OR OTHER DOCUMENT MADE OR DELIVERED PURSUANT
HERETO.
26
(B)
AS USED HEREIN AND IN ANY NOTES, AND ANY CERTIFICATE OR OTHER DOCUMENT
MADE OR DELIVERED PURSUANT HERETO, ACCOUNTING TERMS RELATING TO THE COMPANY AND
ITS SUBSIDIARIES NOT DEFINED IN SUBSECTION 1.1 AND ACCOUNTING TERMS PARTLY
DEFINED IN SUBSECTION 1.1, TO THE EXTENT NOT DEFINED, SHALL HAVE THE RESPECTIVE
MEANINGS GIVEN TO THEM UNDER GAAP; PROVIDED, HOWEVER, THAT IF THE COMPANY
NOTIFIES THE GENERAL ADMINISTRATIVE AGENT THAT THE COMPANY WISHES TO AMEND ANY
COVENANT IN SECTION 10 OR ANY RELATED DEFINITION TO ELIMINATE THE EFFECT OF ANY
CHANGE IN GAAP OCCURRING AFTER THE DATE OF THIS AGREEMENT ON THE OPERATION OF
SUCH COVENANT (OR IF THE GENERAL ADMINISTRATIVE AGENT NOTIFIES THE COMPANY THAT
THE MAJORITY LENDERS WISH TO AMEND SECTION 10 OR ANY RELATED DEFINITION FOR SUCH
PURPOSE), THEN THE COMPANY'S COMPLIANCE WITH SUCH COVENANT SHALL BE DETERMINED
ON THE BASIS OF GAAP IN EFFECT IMMEDIATELY BEFORE THE RELEVANT CHANGE IN GAAP
BECAME EFFECTIVE, UNTIL EITHER SUCH NOTICE IS WITHDRAWN OR SUCH COVENANT IS
AMENDED IN A MANNER SATISFACTORY TO THE COMPANY AND THE MAJORITY LENDERS.
(C)
THE WORDS "HEREOF", "HEREIN" AND "HEREUNDER" AND WORDS OF SIMILAR IMPORT
WHEN USED IN THIS AGREEMENT SHALL REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO
ANY PARTICULAR PROVISION OF THIS AGREEMENT, AND SECTION, SUBSECTION, SCHEDULE
AND EXHIBIT REFERENCES ARE TO THIS AGREEMENT UNLESS OTHERWISE SPECIFIED.
(D)
IN THE COMPUTATION OF PERIODS OF TIME FROM A SPECIFIED DATE TO A LATER
SPECIFIED DATE, THE WORD "FROM"