November 1, 1993), the Amsterdam Treaty (which was signed at
Amsterdam on October 2, 1997 and came into force on May 1, 1999) and the Nice
Treaty (which was signed on February 26, 2001), each as amended from time to
time and as referred to in legislative measures of the European Union for the
introduction of, changeover to or operating of the Euro in one or more member
states.
"Type":
as to any Committed Rate Loan, its nature as an ABR Loan or
Eurocurrency Loan.
"Working Day":
any Business Day on which dealings in foreign currencies and
exchange between banks may be carried on in London, England and New York, New
York.
1.2 Other Definitional Provisions.
(a)
All terms defined in this Agreement
shall have the defined meanings when used in any certificate or other document
made or delivered pursuant hereto.
(B)
AS USED HEREIN AND IN ANY CERTIFICATE OR OTHER DOCUMENT MADE OR
DELIVERED PURSUANT HERETO, ACCOUNTING TERMS RELATING TO EITHER BORROWER AND ITS
SUBSIDIARIES NOT DEFINED IN SUBSECTION 1.1, AND ACCOUNTING TERMS PARTLY DEFINED
IN SUBSECTION 1.1 TO THE EXTENT NOT DEFINED, SHALL HAVE THE RESPECTIVE MEANINGS
GIVEN TO THEM UNDER GAAP.
(C)
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, SUBSECTION,
SCHEDULE AND EXHIBIT REFERENCES ARE TO THIS AGREEMENT UNLESS OTHERWISE
SPECIFIED.
(D)
UNLESS OTHERWISE QUALIFIED, ALL REFERENCES TO A "SUBSIDIARY" OR TO
"SUBSIDIARIES" IN THIS AGREEMENT SHALL REFER TO A SUBSIDIARY OR SUBSIDIARIES OF
THE RELEVANT BORROWER.
1.3 Currency Conversion.
(A)
IF MORE THAN ONE CURRENCY OR CURRENCY UNIT ARE AT THE SAME TIME
RECOGNIZED BY THE CENTRAL BANK OF ANY COUNTRY AS THE LAWFUL CURRENCY OF THAT
COUNTRY, THEN (I) ANY REFERENCE IN THE AGREEMENT TO, AND ANY OBLIGATIONS ARISING
UNDER THE AGREEMENT IN, THE GENERAL CURRENCY OF THAT COUNTRY (AS OPPOSED TO A
REFERENCE TO A SPECIFIC COUNTRY) SHALL BE TRANSLATED INTO OR PAID IN THE
CURRENCY OR CURRENCY UNIT OF THAT COUNTRY DESIGNATED BY THE ADMINISTRATIVE AGENT
(WITH THE BORROWERS' CONSENT, WHICH SHALL NOT UNREASONABLY BE WITHHELD) AND
(II) ANY SUCH TRANSLATION FROM ONE CURRENCY OR CURRENCY UNIT TO ANOTHER OF ANY
COUNTRY SHALL BE AT THE OFFICIAL RATE OF EXCHANGE RECOGNIZED BY THE CENTRAL BANK
FOR CONVERSION OF THAT CURRENCY OR CURRENCY UNIT INTO THE OTHER, ROUNDED UP OR
DOWN, AS APPLICABLE, AT LEAST TO THE FIFTH DECIMAL PLACE.
(B)
IF A CHANGE IN ANY CURRENCY OF A COUNTRY OCCURS, THIS AGREEMENT SHALL
BE AMENDED (AND EACH PARTY HERETO AGREES TO ENTER INTO ANY SUPPLEMENTAL
AGREEMENT NECESSARY TO EFFECT ANY SUCH AMENDMENT) TO THE EXTENT THAT THE
ADMINISTRATIVE AGENT DETERMINES (WITH THE
17
BORROWERS' CONSENT, WHICH SHALL NOT UNREASONABLY BE WITHHELD) SUCH AMENDMENT TO
BE NECESSARY TO REFLECT THE CHANGE IN CURRENCY AND TO PUT THE BANK IN THE SAME
POSITION, SO FAR AS POSSIBLE, THAT THEY WOULD HAVE BEEN IN IF NO CHANGE