FINANCIAL STATEMENTS OF THE BORROWER AND ITS SUBSIDIARIES
OR TO THE DETERMINATION OF ANY AMOUNT FOR THE BORROWER AND ITS SUBSIDIARIES ON A
CONSOLIDATED BASIS OR ANY SIMILAR REFERENCE SHALL, IN EACH CASE, BE DEEMED TO
INCLUDE EACH VARIABLE INTEREST ENTITY THAT THE BORROWER IS REQUIRED TO
CONSOLIDATE PURSUANT TO FASB INTERPRETATION NO. 46 - CONSOLIDATION OF VARIABLE
INTEREST ENTITIES: AN INTERPRETATION OF ARB NO. 51 (JANUARY 2003) AS IF SUCH
VARIABLE INTEREST ENTITY WERE A SUBSIDIARY AS DEFINED HEREIN.
1.04
Rounding.
Any financial ratios required to be maintained by the Borrower pursuant to this
Credit Agreement shall be calculated by dividing the appropriate component by
the other component, carrying the result to one place more than the number of
places by which such ratio is expressed herein and rounding the result up or
down to the nearest number (with a rounding-up if there is no nearest number).
44
1.05
Times of Day.
Unless otherwise provided, all references herein to times of day shall be
references to Eastern time (daylight or standard, as applicable).
1.06
Exchange Rates; Currency Equivalents.
(A)
THE ADMINISTRATIVE AGENT OR THE L/C ISSUER, AS APPLICABLE, SHALL
DETERMINE THE SPOT RATES AS OF EACH REVALUATION DATE TO BE USED FOR CALCULATING
DOLLAR EQUIVALENT AMOUNTS OF L/C CREDIT EXTENSIONS AND OUTSTANDING AMOUNTS
DENOMINATED IN ALTERNATIVE CURRENCIES.
SUCH SPOT RATES SHALL BECOME EFFECTIVE
AS OF SUCH REVALUATION DATE AND SHALL BE THE SPOT RATES EMPLOYED IN CONVERTING
ANY AMOUNTS BETWEEN THE APPLICABLE CURRENCIES UNTIL THE NEXT REVALUATION DATE TO
OCCUR.
EXCEPT FOR PURPOSES OF FINANCIAL STATEMENTS DELIVERED HEREUNDER OR
CALCULATING COVENANTS HEREUNDER OR EXCEPT AS OTHERWISE PROVIDED HEREIN, THE
APPLICABLE AMOUNT OF ANY CURRENCY (OTHER THAN DOLLARS) FOR PURPOSES OF THE
CREDIT DOCUMENTS SHALL BE SUCH DOLLAR EQUIVALENT AMOUNT AS SO DETERMINED BY THE
ADMINISTRATIVE AGENT OR THE L/C ISSUER, AS APPLICABLE.
(B)
WHEREVER IN THIS CREDIT AGREEMENT IN CONNECTION WITH THE ISSUANCE,
AMENDMENT OR EXTENSION OF A LETTER OF CREDIT, AN AMOUNT, SUCH AS A REQUIRED
MINIMUM OR MULTIPLE AMOUNT, IS EXPRESSED IN DOLLARS, BUT SUCH LETTER OF CREDIT
IS DENOMINATED IN AN ALTERNATIVE CURRENCY, SUCH AMOUNT SHALL BE THE RELEVANT
ALTERNATIVE CURRENCY EQUIVALENT OF SUCH DOLLAR AMOUNT (ROUNDED TO THE NEAREST
UNIT OF SUCH ALTERNATIVE CURRENCY, WITH 0.5 OF A UNIT BEING ROUNDED UPWARD), AS
DETERMINED BY THE ADMINISTRATIVE AGENT OR THE L/C ISSUER, AS THE CASE MAY BE.
1.07
Additional Alternative Currencies.
THE BORROWER MAY FROM TIME TO TIME REQUEST THAT AN ADDITIONAL CURRENCY BE ADDED
AS "ALTERNATIVE CURRENCY;" PROVIDED THAT SUCH REQUESTED CURRENCY IS A LAWFUL
CURRENCY (OTHER THAN DOLLARS) THAT IS READILY AVAILABLE AND FREELY TRANSFERABLE
AND CONVERTIBLE INTO DOLLARS.
SUCH REQUEST SHALL BE SUBJECT TO THE APPROVAL OF
THE ADMINISTRATIVE AGENT AND EACH APPROVED CURRENCY REVOLVING LENDER; PROVIDED
THAT IF SUCH "ALTERNATIVE CURRENCY" IS TO BE USED FOR LETTERS OF CREDIT ONLY,
SUCH REQUEST SHALL BE SUBJECT ONLY TO THE APPROVAL OF THE ADMINISTRATIVE AGENT
AND THE L/C ISSUER.
1.08
Additional Borrowers.
NOTWITHSTANDING ANYTHING IN SECTION 11.01 TO THE CONTRARY, FOLLOWING THE