BECOME EFFECTIVE ON THE FIRST BUSINESS DAY
IMMEDIATELY FOLLOWING THE RELEVANT CALCULATION DATE (A "RESET DATE"), SHALL
REMAIN EFFECTIVE UNTIL THE NEXT SUCCEEDING RESET DATE AND SHALL FOR ALL PURPOSES
OF THIS AGREEMENT (OTHER THAN SECTION 4.7, 11.18 OR ANY OTHER 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)
NO LATER THAN 5:00 P.M., LONDON TIME, ON EACH RESET DATE AND EACH
BORROWING DATE WITH RESPECT TO MULTICURRENCY REVOLVING LOANS DENOMINATED IN A
FOREIGN CURRENCY, THE ADMINISTRATIVE AGENT SHALL DETERMINE THE AGGREGATE AMOUNT
OF THE DOLLAR
66
EQUIVALENTS OF THE PRINCIPAL AMOUNTS OF THE MULTICURRENCY REVOLVING LOANS
DENOMINATED IN A FOREIGN CURRENCY THEN OUTSTANDING (AFTER GIVING EFFECT TO ANY
MULTICURRENCY REVOLVING LOANS DENOMINATED IN A FOREIGN CURRENCY TO BE MADE OR
REPAID ON SUCH DATE AND THE AGGREGATE AMOUNT OF THE L/C OBLIGATIONS THEN
OUTSTANDING).
(C)
THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE BORROWER OF EACH
DETERMINATION OF AN EXCHANGE RATE HEREUNDER.
4.17.
INCREMENTAL FACILITIES.
THE BORROWER MAY AT ANY TIME OR FROM TIME
TO TIME AFTER THE EFFECTIVE DATE, BY NOTICE TO THE ADMINISTRATIVE AGENT, REQUEST
ONE OR MORE ADDITIONAL TRANCHES OF TERM LOANS (THE "INCREMENTAL TERM LOANS") OR
REQUEST AN INCREASE IN THE COMMITMENTS UNDER EITHER OR BOTH OF THE REVOLVING
FACILITIES ("REVOLVING COMMITMENT INCREASES", TOGETHER WITH THE INCREMENTAL TERM
LOANS, THE "INCREMENTAL FACILITIES") OR A COMBINATION THEREOF; PROVIDED THAT
(I) UPON THE EFFECTIVENESS OF ANY INCREMENTAL AMENDMENT REFERRED TO BELOW, NO
DEFAULT OR EVENT OF DEFAULT SHALL EXIST AND, AT THE TIME THAT ANY SUCH
INCREMENTAL FACILITY IS MADE (AND AFTER GIVING EFFECT THERETO), NO DEFAULT OR
EVENT OF DEFAULT SHALL EXIST AND (II) HOLDINGS SHALL BE IN COMPLIANCE WITH
SECTION 8.1 AS OF THE LAST DAY OF THE MOST RECENTLY ENDED FISCAL QUARTER OF
HOLDINGS FOR WHICH FINANCIAL STATEMENTS ARE AVAILABLE AT THE TIME, DETERMINED ON
A PRO FORMA BASIS.
THE INCREMENTAL FACILITIES SHALL RANK PARI PASSU IN RIGHT OF
PAYMENT AND OF SECURITY WITH THE REVOLVING LOANS AND THE TERM LOANS.
THE
INCREMENTAL TERM LOANS (A) SHALL NOT MATURE EARLIER THAN THE TERM LOAN MATURITY
DATE (BUT MAY, SUBJECT TO CLAUSE (B) BELOW, HAVE AMORTIZATION PRIOR TO SUCH
DATE), (B) SHALL NOT HAVE A WEIGHTED AVERAGE LIFE THAT IS SHORTER THAN THE
REMAINING WEIGHTED AVERAGE LIFE OF THE TERM LOANS, AND (C) EXCEPT AS SET FORTH
ABOVE, SHALL BE TREATED SUBSTANTIALLY THE SAME AS (AND IN ANY EVENT NO MORE
FAVORABLY THAN) THE TERM LOANS (IN EACH CASE, INCLUDING WITH RESPECT TO
MANDATORY AND VOLUNTARY PREPAYMENTS AND VOTING RIGHTS); PROVIDED THAT (I) THE
TERMS AND CONDITIONS APPLICABLE TO INCREMENTAL TERM LOANS MATURING AFTER THE
TERM LOAN MATURITY DATE MAY PROVIDE FOR MATERIAL ADDITIONAL OR DIFFERENT
FINANCIAL OR OTHER COVENANTS OR PREPAYMENT REQUIREMENTS APPLICABLE ONLY DURING
PERIODS AFTER THE TERM LOAN MATURITY DATE, (II) SUBJECT TO CLAUSE (III) BELOW,
THE INCREMENTAL TERM LOANS MAY BE PRICED DIFFERENTLY THAN THE TERM LOANS,
(III) IF THE INITIAL YIELD ON SUCH