THERETO, BUT RATHER SHALL BE DEEMED TO REFER TO ALL OTHER ITEMS OR
MATTERS THAT FALL WITHIN THE BROADEST POSSIBLE SCOPE OF SUCH GENERAL STATEMENT,
TERM OR MATTER.
UNLESS THE PRIOR WRITTEN CONSENT OF THE REQUISITE LENDERS IS
REQUIRED HEREUNDER FOR AN AMENDMENT, RESTATEMENT, SUPPLEMENT OR OTHER
MODIFICATION TO ANY SUCH AGREEMENT AND SUCH CONSENT IS NOT OBTAINED, REFERENCES
IN THIS AGREEMENT TO SUCH AGREEMENT SHALL BE TO SUCH AGREEMENT AS SO AMENDED,
RESTATED, SUPPLEMENTED OR MODIFIED.
REFERENCES IN THIS AGREEMENT TO ANY STATUTE
SHALL BE TO SUCH STATUTE AS AMENDED OR MODIFIED FROM TIME TO TIME AND TO ANY
SUCCESSOR LEGISLATION THERETO, IN EACH CASE AS IN EFFECT AT THE TIME ANY SUCH
REFERENCE IS OPERATIVE.
THE TERMS "LENDER," "ISSUING BANK," "ADMINISTRATIVE
AGENT," "COLLATERAL AGENT," "SYNDICATION AGENT," "FACILITY AGENT" AND "AGENT"
INCLUDE, WITHOUT LIMITATION, THEIR RESPECTIVE SUCCESSORS.
UPON THE APPOINTMENT
OF ANY SUCCESSOR FACILITY AGENT PURSUANT TO SECTION 9.7, REFERENCES TO CITIBANK
IN THE DEFINITIONS OF BASE RATE, DOLLAR EQUIVALENT AND EURODOLLAR RATE SHALL BE
DEEMED TO REFER TO THE FINANCIAL INSTITUTION THEN ACTING AS SUCH FACILITY AGENT
OR ONE OF ITS AFFILIATES IF IT SO DESIGNATES.
1.4
CONVERSION OF FOREIGN CURRENCIES.
(A)
DOLLAR EQUIVALENTS.
THE ADMINISTRATIVE AGENT SHALL DETERMINE THE
DOLLAR EQUIVALENT OF ANY AMOUNT AS REQUIRED HEREBY, AND A DETERMINATION THEREOF
BY THE ADMINISTRATIVE AGENT SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR.
THE
ADMINISTRATIVE AGENT MAY, BUT SHALL NOT BE OBLIGATED TO, RELY ON ANY
DETERMINATION MADE BY ANY CREDIT PARTY IN ANY DOCUMENT DELIVERED TO THE
ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT MAY DETERMINE OR REDETERMINE THE
DOLLAR EQUIVALENT OF ANY AMOUNT ON ANY DATE EITHER IN ITS OWN REASONABLE
DISCRETION OR UPON THE REQUEST OF ANY LENDER OR ISSUING BANK.
(B)
ROUNDING-OFF.
THE ADMINISTRATIVE AGENT MAY SET UP APPROPRIATE
ROUNDING-OFF MECHANISMS OR OTHERWISE ROUND OFF AMOUNTS HEREUNDER TO THE NEAREST
HIGHER OR LOWER AMOUNT IN WHOLE DOLLAR OR CENT TO ENSURE AMOUNTS OWING BY ANY
PARTY HEREUNDER OR THAT OTHERWISE NEED TO BE CALCULATED OR CONVERTED HEREUNDER
ARE EXPRESSED IN WHOLE DOLLARS OR IN WHOLE CENTS, AS MAY BE NECESSARY OR
APPROPRIATE.
43
SECTION 2.
LOANS AND LETTERS OF CREDIT
2.1
REVOLVING LOANS; PROTECTIVE ADVANCES.
(A)
REVOLVING COMMITMENTS.
ON THE TERMS AND
SUBJECT TO THE CONDITIONS CONTAINED IN THIS AGREEMENT, EACH LENDER SEVERALLY
AGREES TO MAKE LOANS IN DOLLARS (EACH A "REVOLVING LOAN") TO THE BORROWER FROM
TIME TO TIME ON ANY BUSINESS DAY DURING THE REVOLVING COMMITMENT PERIOD IN AN
AGGREGATE PRINCIPAL AMOUNT AT ANY TIME OUTSTANDING FOR ALL SUCH LOANS BY SUCH
LENDER NOT TO EXCEED SUCH LENDER'S REVOLVING COMMITMENT; PROVIDED, HOWEVER, THAT
AT NO TIME SHALL ANY LENDER BE OBLIGATED TO MAKE A REVOLVING LOAN IN EXCESS OF
SUCH LENDER'S PRO RATA SHARE OF THE EXCESS AVAILABILITY.
WITHIN THE LIMITS OF
THE REVOLVING COMMITMENT OF EACH LENDER, AMOUNTS OF REVOLVING LOANS REPAID MAY
BE REBORROWED UNDER THIS SECTION 2.1.
(B)
BORROWING MECHANICS FOR REVOLVING LOANS.
(i)
Each Borrowing (other than any Borrowing of
Swing Line Loans or Protective Advances) shall be made on