MADE IN THE ABSOLUTE DISCRETION OF
THE PERSON MAKING THE DETERMINATION;
(G)
THE "EQUIVALENT" ON ANY GIVEN DATE IN ONE CURRENCY
(THE "FIRST CURRENCY") OF AN AMOUNT DENOMINATED IN ANOTHER CURRENCY (THE "SECOND
CURRENCY") IS A REFERENCE TO THE AMOUNT OF THE FIRST CURRENCY WHICH COULD BE
PURCHASED WITH THE SECOND CURRENCY AT THE FACILITY AGENT'S SPOT RATE OF EXCHANGE
AT OR ABOUT 11:00 A.M. ON THE RELEVANT DATE FOR THE PURCHASE OF THE FIRST
CURRENCY WITH THE SECOND CURRENCY OR FOR THE PURPOSES OF DETERMINING ANY AMOUNTS
TESTING ANY COVENANT OR DETERMINING WHETHER AN EVENT OF DEFAULT HAS OCCURRED
UNDER THIS AGREEMENT:
(I)
IN THE CASE OF ANY BASKET OR THRESHOLD AMOUNT
QUALIFYING A COVENANT:
(A) IN ORDER TO DETERMINE HOW MUCH OF SUCH BASKET OR THRESHOLD HAS BEEN USED AT
ANY TIME, FOR EACH TRANSACTION ENTERED INTO IN RELIANCE UPON THE UTILISATION OF
SUCH BASKET OR IN RELIANCE UPON SUCH THRESHOLD NOT BEING REACHED PRIOR TO SUCH
TIME, THE DATE UPON WHICH SUCH TRANSACTION WAS ENTERED INTO; AND
(B) IN ORDER TO DETERMINE THE PERMISSIBILITY OF A PROPOSED TRANSACTION, ON THE
DATE UPON WHICH THE PERMISSIBILITY OF THAT TRANSACTION IS BEING TESTED FOR THE
PURPOSES OF DETERMINING COMPLIANCE WITH THAT COVENANT; AND
(II)
IN THE CASE OF ANY BASKET OR THRESHOLD AMOUNT
RELATING TO AN EVENT OF DEFAULT, THE DATE ON WHICH THE RELEVANT EVENT IS BEING
ASSESSED FOR THE PURPOSES OF DETERMINING WHETHER SUCH EVENT OF DEFAULT HAS
OCCURRED,
provided that in the case of Financial Indebtedness proposed to be incurred to
refinance other Financial Indebtedness denominated in a currency other than
Sterling or other than the currency in which such refinanced Financial
Indebtedness is denominated, if such refinancing would cause any applicable
Sterling-denominated restriction to be exceeded if calculated at the relevant
currency exchange rate in effect on the date of such refinancing, such Sterling
denominated restriction shall be deemed not to be exceeded so long as the
principal amount of such refinancing Financial Indebtedness does not exceed the
principal amount of such Financial Indebtedness being refinanced in the
applicable currency at the then current exchange rate;
(H)
"GUARANTEE" MEANS (OTHER THAN IN CLAUSE 29
(GUARANTEE AND INDEMNITY)) ANY GUARANTEE, LETTER OF CREDIT, BOND, INDEMNITY OR
SIMILAR ASSURANCE AGAINST LOSS, OR ANY OBLIGATION, DIRECT OR INDIRECT, ACTUAL OR
CONTINGENT, TO PURCHASE OR ASSUME ANY INDEBTEDNESS OF ANY PERSON OR TO MAKE AN
INVESTMENT IN OR LOAN TO ANY PERSON OR TO PURCHASE ASSETS OF ANY PERSON WHERE,
IN EACH CASE, SUCH OBLIGATION IS ASSUMED IN ORDER TO MAINTAIN OR ASSIST THE
ABILITY OF SUCH PERSON TO MEET ITS INDEBTEDNESS;
(I)
"MONTH" IS A REFERENCE TO A PERIOD STARTING ON
ONE DAY IN A CALENDAR MONTH AND ENDING ON THE NUMERICALLY CORRESPONDING DAY IN
THE NEXT SUCCEEDING CALENDAR MONTH SAVE THAT, WHERE ANY SUCH PERIOD WOULD
OTHERWISE END ON A DAY WHICH IS NOT A BUSINESS DAY, IT SHALL END ON THE NEXT
SUCCEEDING BUSINESS DAY, UNLESS THAT DAY FALLS IN THE CALENDAR MONTH SUCCEEDING
THAT IN