BASIS", FOR PURPOSES OF COMPUTING THE FINANCIAL RATIOS AS OF THE END OF
ANY PERIOD, ALL COMPONENTS OF SUCH RATIOS FOR THE APPLICABLE PERIOD SHALL
INCLUDE OR EXCLUDE, AS THE CASE MAY BE, WITHOUT DUPLICATION, SUCH COMPONENTS OF
SUCH RATIOS ATTRIBUTABLE TO ANY BUSINESS OR ASSETS THAT HAVE BEEN ACQUIRED OR
DISPOSED OF BY THE BORROWER OR ANY SUBSIDIARY OF THE BORROWER (INCLUDING THROUGH
MERGERS OR CONSOLIDATIONS) AFTER THE FIRST DAY OF SUCH PERIOD AND PRIOR TO THE
END OF SUCH PERIOD ON A PRO FORMA BASIS, AS IF SUCH ACQUISITION OR DISPOSITION
HAD OCCURRED ON THE FIRST DAY OF SUCH PERIOD, AS DETERMINED IN GOOD FAITH BY THE
BORROWER AND CERTIFIED TO BY A RESPONSIBLE OFFICER OF THE BORROWER TO THE
ADMINISTRATIVE AGENT.
SECTION 10
AMOUNT AND TERMS OF CREDIT
10.1.
THE COMMITMENTS
A.
TERM B LOAN.
(A)
SUBJECT TO THE TERMS AND CONDITIONS HEREOF
AND IN THE THIRD AMENDMENT, EACH TERM B DOLLAR LENDER AGREES TO MAKE A LOAN IN
DOLLARS (THE "TERM B DOLLAR LOANS") TO THE BORROWER ON THE THIRD AMENDMENT
EFFECTIVE DATE IN THE AGGREGATE PRINCIPAL AMOUNT OF SUCH LENDER'S TERM B DOLLAR
COMMITMENT.
NO AMOUNT OF A TERM B LOAN WHICH IS REPAID OR PREPAID BY THE
BORROWER MAY BE REBORROWED HEREUNDER.
THE TERM B DOLLAR LOANS SHALL BE
DENOMINATED IN DOLLARS, SHALL BE MAINTAINED AS AND/OR CONVERTED INTO BASE RATE
LOANS OR EUROCURRENCY LOANS OR A COMBINATION THEREOF, PROVIDED, THAT ALL TERM B
DOLLAR LOANS MADE BY THE TERM B DOLLAR LENDERS PURSUANT TO THE SAME BORROWING
SHALL, UNLESS OTHERWISE SPECIFICALLY PROVIDED HEREIN, CONSIST ENTIRELY OF TERM B
DOLLAR LOANS OF THE SAME TYPE.
(B)
(A) THE BORROWER SHALL HAVE THE RIGHT AT ANY
TIME FOLLOWING THE DATE ON WHICH THE ADMINISTRATIVE AGENT NOTIFIES THE BORROWER
THAT THE INITIAL
53
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