capital stock having the right to vote for the election of directors of such
Person under ordinary circumstances.
"Yield Differential" shall have the meaning given to that term in Section 2.15.
(B)
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 REFERENCES ARE TO
SECTIONS OF THIS AGREEMENT UNLESS OTHERWISE SPECIFIED.
THE WORDS "INCLUDE,"
"INCLUDES" AND "INCLUDING" SHALL BE DEEMED TO BE FOLLOWED BY THE PHRASE "WITHOUT
LIMITATION".
1.2.
Exchange Rates.
(a)
Not later than 1:00 p.m. (New York time)
on each Calculation Date, the Administrative Agent shall (i) determine the
Exchange Rate as of such Calculation Date with respect to each Foreign Currency
to be used for calculating the Dollar Equivalent and (ii) give notice thereof to
the Lenders and the US Borrower (on behalf of itself and the UK Borrower).
The
Exchange Rates so determined
61
shall become effective on the relevant Calculation Date (a "Recalculation
Date"), shall remain effective until the next succeeding Recalculation Date, and
shall for all purposes of this Agreement (other than any provision expressly
requiring the use of a current Exchange Rate) be the Exchange Rates employed in
converting any amounts between Dollars and Foreign Currencies.
(B)
NOT LATER THAN 5:00 P.M. (NEW YORK TIME) ON EACH RECALCULATION DATE AND
EACH DATE ON WHICH FOREIGN CURRENCY REVOLVING CREDIT LOANS OR FOREIGN CURRENCY
EXTENDED REVOLVING CREDIT LOANS ARE MADE, THE ADMINISTRATIVE AGENT SHALL
(I) DETERMINE THE AGGREGATE AMOUNT OF THE DOLLAR EQUIVALENTS OF (A) THE
PRINCIPAL AMOUNTS OF THE FOREIGN CURRENCY REVOLVING CREDIT LOANS THEN
OUTSTANDING (AFTER GIVING EFFECT TO ANY FOREIGN CURRENCY REVOLVING CREDIT LOANS
OR FOREIGN CURRENCY EXTENDED REVOLVING CREDIT LOANS, AS APPLICABLE, MADE OR
REPAID ON SUCH DATE), (B) THE FACE VALUE OF OUTSTANDING FOREIGN CURRENCY LETTERS
OF CREDIT AND (C) UNPAID DRAWINGS IN RESPECT OF FOREIGN CURRENCY LETTERS OF
CREDIT AND (II) NOTIFY THE LENDERS AND THE US BORROWER (ON BEHALF OF ITSELF AND
THE UK BORROWER) OF THE RESULTS OF SUCH DETERMINATION.
(C)
FOR PURPOSES OF DETERMINING COMPLIANCE UNDER SECTIONS 10.4, 10.5, 10.6,
10.9, 10.10 AND 10.11 WITH RESPECT TO ANY AMOUNT IN A FOREIGN CURRENCY, SUCH
AMOUNT SHALL BE DEEMED TO EQUAL THE DOLLAR EQUIVALENT THEREOF BASED ON THE
AVERAGE DAILY EXCHANGE RATE FOR SUCH FOREIGN CURRENCY FOR THE MOST RECENT
TWELVE-MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE OF DETERMINATION DETERMINED IN
A MANNER CONSISTENT WITH THAT USED IN CALCULATING CONSOLIDATED EBITDA FOR THE
RELATED PERIOD.
FOR PURPOSES OF DETERMINING COMPLIANCE WITH SECTIONS 10.1 AND
10.2, WITH RESPECT TO ANY AMOUNT OF INDEBTEDNESS IN A FOREIGN CURRENCY,
COMPLIANCE WILL BE DETERMINED AT THE TIME OF INCURRENCE THEREOF USING THE DOLLAR
EQUIVALENT THEREOF AT THE EXCHANGE RATE IN EFFECT AT THE TIME OF SUCH
INCURRENCE.
1.3.
Redenomination of Certain Foreign Currencies.
(a)
Each
obligation of any party to this Agreement to make a payment denominated in
Sterling on or after the date