ADMINISTRATIVE AGENT NOTIFIES THE BORROWER THAT THE INITIAL
SYNDICATION OF THE LOANS AND COMMITMENTS WITH RESPECT TO THIS AGREEMENT HAS
OCCURRED TO THE ADMINISTRATIVE AGENT'S SATISFACTION (SO LONG AS (X) NO UNMATURED
EVENT OF DEFAULT OR EVENT OF DEFAULT THEN EXISTS AND IS CONTINUING, (Y) THE
BORROWER SHALL HAVE DELIVERED TO ADMINISTRATIVE AGENT A COMPLIANCE CERTIFICATE
FOR THE PERIOD OF FOUR FULL FISCAL QUARTERS IMMEDIATELY PRECEDING THE INCURRENCE
DESCRIBED BELOW (PREPARED IN GOOD FAITH AND IN A MANNER AND USING SUCH
METHODOLOGY WHICH IS CONSISTENT WITH THE MOST RECENT FINANCIAL STATEMENTS
DELIVERED PURSUANT TO SECTION 7.1) GIVING PRO FORMA EFFECT TO SUCH INCURRENCE
AND EVIDENCING COMPLIANCE WITH THE COVENANT SET FORTH IN ARTICLE IX) AND (Z)
SUCH INCURRENCE IS NOT PROHIBITED BY THE TERMS OF ANY PUBLIC NOTE DOCUMENT), TO
INCUR FROM ONE OR MORE EXISTING LENDERS AND/OR OTHER PERSONS THAT ARE ELIGIBLE
ASSIGNEES AND WHICH, IN EACH CASE, AGREE TO MAKE SUCH TERM LOANS TO THE
BORROWER, ADDITIONAL TERM LOANS IN DOLLARS OR EUROS (IN MAXIMUM AMOUNTS
DESCRIBED BELOW), WHICH LOANS MAY BE INCURRED AS ONE OR MORE TRANCHES OF
ADDITIONAL TERM LOANS AS DETERMINED BY ADMINISTRATIVE AGENT IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $1,000,000,000 SO LONG AS THE PROCEEDS OF SUCH
ADDITIONAL TERM LOANS ARE USED SOLELY FOR (I) CAPITAL EXPENDITURES, (II)
REPAYMENT OF SECURED INDEBTEDNESS OF THE BORROWER, (III) REPAYMENT OF SENIOR
NOTES (2012) AND (IV) TO FINANCE ACQUISITIONS PERMITTED BY SECTION 8.3(B)
HEREOF.
(B) In the event that the Borrower desires to incur Additional Term Loans, the
Borrower will enter into an amendment with the lenders (who shall by execution
thereof become Lenders hereunder if not theretofore Lenders) to provide for such
Additional Term Loans, which amendment shall set forth any terms and conditions
of the Additional Term Loans not covered by this Agreement as agreed by the
Borrower and such Lenders, and shall provide for the issuance of promissory
notes to evidence the Additional Term Loans if requested by the lenders
advancing Additional Term Loans (which notes shall constitute Term Notes for
purposes of this Agreement) and for such reaffirmations of or amendments to
Security Documents as Administrative Agent may reasonably require, with such
amendment to be in form and substance reasonably acceptable to Administrative
Agent and consistent with the terms of this Section 2.1(a)(ii) and of the other
provisions of this Agreement.
No consent of any Lender (other than any Lender
making Additional Term Loans) is required to permit the Loans contemplated by
this Section 2.1(a)(ii) or the aforesaid amendment to effectuate the Additional
Term Loans.
This section shall supercede any provisions contained in this
Agreement, including, without limitation, Section 12.1, to the contrary.
(B)
REVOLVING LOANS.
EACH REVOLVING LENDER, SEVERALLY AND FOR ITSELF
ALONE, HEREBY AGREES, ON THE TERMS AND SUBJECT TO THE CONDITIONS HEREINAFTER SET
FORTH AND IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN
AND IN THE OTHER LOAN DOCUMENTS, TO MAKE LOANS TO THE BORROWER DENOMINATED IN
DOLLARS OR AN ALTERNATIVE CURRENCY ON A REVOLVING BASIS