FOR THE PURPOSES OF OBTAINING
JUDGMENT IN ANY COURT, IT IS NECESSARY TO CONVERT A SUM DUE HEREUNDER OR ANY
OTHER LOAN DOCUMENT IN ONE CURRENCY INTO ANOTHER CURRENCY, THE RATE OF EXCHANGE
USED SHALL BE THAT AT WHICH IN ACCORDANCE WITH NORMAL BANKING PROCEDURES THE
ADMINISTRATIVE AGENT COULD PURCHASE THE FIRST CURRENCY WITH SUCH OTHER CURRENCY
ON THE BUSINESS DAY PRECEDING THAT ON WHICH FINAL JUDGMENT IS GIVEN.
THE
OBLIGATION OF THE BORROWER IN RESPECT OF ANY SUCH SUM DUE FROM IT TO THE
ADMINISTRATIVE AGENT OR THE LENDERS HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS
SHALL, NOTWITHSTANDING ANY JUDGMENT IN A CURRENCY (THE "JUDGMENT CURRENCY")
OTHER THAN THAT IN WHICH SUCH SUM IS DENOMINATED IN ACCORDANCE WITH THE
APPLICABLE PROVISIONS OF THIS AGREEMENT (THE "AGREEMENT CURRENCY"), BE
DISCHARGED ONLY TO THE EXTENT THAT ON THE BUSINESS DAY FOLLOWING RECEIPT BY THE
ADMINISTRATIVE AGENT OF ANY SUM ADJUDGED TO BE SO DUE IN THE JUDGMENT CURRENCY,
THE ADMINISTRATIVE AGENT MAY IN ACCORDANCE WITH NORMAL BANKING PROCEDURES
PURCHASE THE AGREEMENT CURRENCY WITH THE JUDGMENT CURRENCY.
IF THE AMOUNT OF
THE AGREEMENT CURRENCY SO PURCHASED IS LESS THAN THE SUM ORIGINALLY DUE TO THE
ADMINISTRATIVE AGENT FROM THE BORROWER IN THE AGREEMENT CURRENCY, THE BORROWER
AGREES, AS A SEPARATE OBLIGATION AND NOTWITHSTANDING ANY SUCH JUDGMENT, TO
INDEMNIFY THE ADMINISTRATIVE AGENT OR THE PERSON TO WHOM SUCH OBLIGATION WAS
OWING AGAINST SUCH LOSS.
IF THE AMOUNT OF THE AGREEMENT CURRENCY SO PURCHASED
IS GREATER THAN THE SUM ORIGINALLY DUE TO THE ADMINISTRATIVE AGENT IN SUCH
CURRENCY, THE ADMINISTRATIVE AGENT AGREES TO RETURN THE AMOUNT OF ANY EXCESS TO
THE BORROWER (OR TO ANY OTHER PERSON WHO MAY BE ENTITLED THERETO UNDER
APPLICABLE LAW).
10.18
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
MCCORMICK & COMPANY,
INCORPORATED
By:
/s/ Paul C. Beard
Title: Vice President - Finance & Treasurer
BANK OF AMERICA, N.A., as Administrative
Agent
By:
/s/ William Sweeney
Title:
Senior Vice President
BANK OF AMERICA, N.A., as a Lender, L/C
Issuer and Swing Line Lender
By:
/s/ William Sweeney
Title:
Senior Vice President
SUNTRUST BANK
By:
/s/ Duncan Owen
Title:
Director
WACHOVIA BANK, NATIONAL
ASSOCIATION
By:
/s/ Mark S. Supple
Title:
Vice President
WELLS FARGO BANK, NATIONAL
ASSOCIATION
By:
/s/ Lori Ross
Title:
Vice President
BNP PARIBAS
By:
/s/ Nanette Saudon
Title:
Vice President
By:
/s/ Simone Vinocour
Title:
Vice President
THE BANK OF NEW YORK
By:
Steven Cavaluzzo
Title:
Vice President
THE BANK OF NOVA SCOTIA
By:
/s/ Todd Meller
Title:
Managing Director
CITIBANK, N.A.
By:
/s/ Michael R.R. Pindell
Title:
Managing Director
CITIZENS BANK OF PENNSYLVANIA
By:
/s/ Peter Heller
Title:
Vice President
MANUFACTURERS & TRADERS TRUST CO.
By:
/s/ Frank Lago