Common use of Optional Currencies Clause in Contracts

Optional Currencies. (a) The Borrowers may elect, prior to the Maturity Date, to draw down or convert a portion of the funds available under this Agreement in, or to, an Optional Currency, provided that the aggregate principal amount of -------- Multicurrency Loans outstanding under this Agreement immediately following any such drawdown of conversion shall not exceed the Dollar amount of the Multicurrency Commitment, that the aggregate principal amount of Loans outstanding under this Agreement immediately following any such drawdown or conversion shall not exceed the Dollar amount of the Total Commitment, and that any funds proposed to be converted at any one time under this (S)4.5 shall be in amounts of not less than U.S. $500,000 and shall be an integral multiple thereof, or the equivalent in any Optional Currency. In order to exercise the foregoing option the Borrowers must deliver to the Paris Affiliate, which shall promptly give to the Lenders notice thereof, a written notice, subject to any other notice requirements under this Agreement, designating the currency into which the designated portion of the Loan is to be drawn down or, as the case may be converted, at least four (4) Eurocurrency Business Days prior to the commencement of the subsequent Interest Period relating to such portion of the Loan and any such conversion shall be effected on such date. If any such notice is not delivered to the Paris Affiliate by the Borrowers within the required time, the Borrowers shall be deemed to have amount of the Loan continue to be denominated in the currency in which it then currently stands denominated. No Interest Period shall have an interest payment date which occurs after the Maturity Date. (b) If the Agent determines (which determination shall be conclusive), on or prior to the second Business Day preceding the first day of any Interest Period during which a portion of the principal of the Loan is to be denominated in any Optional Currency, that the currency is not freely transferable and convertible into Dollars or that it will be impracticable for any Lender to fund the Multicurrency Loan in such currency, then the Agent shall notify the Borrowers and the Multicurrency Loans shall, notwithstanding any contrary election by the Borrowers or any other provisions hereof, be denominated in Dollars. (c) For all purposes of this Agreement, except as provided in (S)5.16, the amount in one currency which shall be equivalent on any particular date to a specified amount in another currency shall be that amount (as conclusively ascertained by the Agent absent manifest error) in the first currency which is or could be purchased by the Agent (in accordance with its normal banking practices) with such specified amount in the second currency in the Paris foreign currency deposits market for delivery on such date at the spot rate of exchange prevailing at or about 11:00 a.m., Paris time on such date. (d) In the event that any portion of the funds available under the terms of this Agreement is denominated in one or more Optional Currencies the Dollar Equivalent of such portion of the funds shall be calculated pursuant to paragraph (c) above. The amount so determined shall then be added to the amount already outstanding in Dollars for the purpose of determining the remaining availability of funds under (S)(S)2.1 and 4.5 (a) hereof and any required repayments under (S)(S)4.5 and 5.18 hereof. Notwithstanding the foregoing, if at any time prior to the Maturity Date the Dollar Equivalent of the aggregate principal amount outstanding hereunder shall exceed the Multicurrency Commitment as a result of fluctuations in respective conversion rates, the Borrowers shall pay immediately, upon demand made by the Agent, all amounts required in order to reduce the principal amount outstanding to the Dollar Equivalent of the Multicurrency Commitment.

Optional Currencies. (a) The Borrowers Subject to the terms and conditions of (S)8.13 hereof, the Borrower may elect, prior to the Maturity Date, to draw down or convert a portion of the funds available under (S)2.1 of this Agreement in, or to, an Optional Currency, provided that (i) the Dollar amount of Multicurrency Loans denominated in Dollars plus the Dollar Equivalent of the aggregate principal amount of -------- Multicurrency Loans outstanding under this Agreement immediately following any such drawdown of conversion shall not exceed denominated in Optional Currencies plus Swing Line Loans plus Competitive Bid Loans plus the Dollar amount of the Multicurrency Commitment, that the aggregate principal amount of Loans Maximum Drawing Amount outstanding under this Agreement immediately following any such drawdown or conversion shall not exceed the Multicurrency Commitment and (ii) the Dollar amount Equivalent of the Total Commitment, and that any funds proposed to be converted at any one time under this (S)4.5 S)2.4 shall be in amounts of not less than U.S. $500,000 and shall be an integral multiple thereof, or the equivalent in any Optional Currency10,000,000. In order to exercise the foregoing option option, the Borrowers Borrower must deliver to the Paris AffiliateNassau Branch, which shall promptly give to the Lenders notice thereof, a written notice, subject to any other notice requirements under this Agreement, designating the currency Optional Currency into which the designated portion of the Loan Multicurrency Loans is to be drawn down or, as the case may be be, converted, at least four three (43) Eurocurrency Business Days prior to the commencement of the subsequent Interest Period relating to such portion of the Loan Multicurrency Loans and any such conversion shall be effected on such date. If any such notice is not delivered to the Paris Affiliate Nassau Branch by the Borrowers within Borrower at least three (3) Eurocurrency Business Days prior to the required timeend of an existing Interest Period with respect to any outstanding Multicurrency Loan, the Borrowers Borrower shall be deemed to have requested that the amount of the relevant Multicurrency Loan continue to be denominated in the currency Optional Currency in which it then currently stands denominated. No denominated and that the subsequent Interest Period shall have an interest payment date which occurs after the Maturity Datea duration of one (1) month. (b) If the Agent determines (which determination shall be conclusive), on or prior to the second Business Day preceding the first day of any Interest Period during which a portion of the principal of the Loan is to be denominated in any Optional Currency, that the currency is not freely transferable and convertible into Dollars or that it will be impracticable for any Lender to fund the Multicurrency Loan in such currency, then the Agent shall notify the Borrowers and the Multicurrency Loans shall, notwithstanding any contrary election by the Borrowers or any other provisions hereof, be denominated in Dollars. (c) For all purposes of this Agreement, except as provided in (S)5.16S)8.9 hereof, the amount in one currency which shall be equivalent on any particular date to a specified amount in another currency shall be that amount (as conclusively ascertained by the Managing Agent absent manifest error) in the first currency which is or could be purchased by the Managing Agent (in accordance with its normal banking practices) with such specified amount in the second currency in the Paris Nassau foreign currency deposits market for delivery on such date at the spot rate of exchange prevailing at or about 11:00 a.m., Paris time Nassau time, on such date. (dc) In the event that any portion of the funds available under the terms of this Agreement is denominated in one or more Optional Currencies Currencies, the Dollar Equivalent of such portion of the funds shall be calculated pursuant to paragraph (cb) aboveabove by the Nassau Branch at the time the Borrower requests a Loan and otherwise no less frequently than once per week. The amount so determined shall then be added to the amount already outstanding in Dollars for the purpose of determining the remaining availability of funds under (S)(S)2.1 S)(S) 2.1 and 4.5 (a2.4(a) hereof hereof, and any required repayments under (S)(S)4.5 and 5.18 S)8.6(a)- (c) hereof. Notwithstanding the foregoing, if at any time prior to the Maturity Date the Dollar Equivalent of the aggregate principal amount outstanding hereunder shall exceed the Multicurrency Commitment as a result of fluctuations in respective conversion rates, the Borrowers shall pay immediately, upon demand made by the Agent, all amounts required in order to reduce the principal amount outstanding to the Dollar Equivalent of the Multicurrency Commitment.

Optional Currencies. (a) The Borrowers Subject to the provisions of (S)2.1.1, the US Borrower may elect, prior to the Maturity Date, to draw down US Revolving Credit Loans or convert a portion of the funds available to the US Borrower under this Credit Agreement in, or to, an Optional Currency, Currency (if any); provided that the aggregate principal amount of US Revolving Credit -------- Multicurrency ---- Loans outstanding under this Agreement immediately following (after giving effect to all amounts requested) made in any such drawdown of conversion Optional Currency shall not at any time exceed the Dollar Equivalent of $5,000,000 (as such amount of the Multicurrency Commitment, that the aggregate principal amount of Loans outstanding under this Agreement immediately following any such drawdown or conversion shall not exceed the Dollar amount of the Total Commitment, and that any funds proposed may be reduced pursuant to be converted at any one (S)2.4 from time under this (S)4.5 shall be in amounts of not less than U.S. $500,000 and shall be an integral multiple thereof, or the equivalent in any Optional Currencyto time). In order to exercise the foregoing option the Borrowers US Borrower must deliver to the Paris Affiliate, which shall promptly give to the Lenders notice thereof, a written notice, subject to any other notice requirements under this Credit Agreement, to the Administrative Agent, which shall give to the US Revolving Credit Banks prompt notice thereof, designating the currency into which the designated portion of the Loan US Revolving Credit Loans is to be drawn down or, as the case may be be, converted, at least four five (45) Eurocurrency US Business Days prior to the commencement of the subsequent an Interest Period relating to such portion of the Loan US Revolving Credit Loans and any such conversion shall be effected on such date. If any such notice is not delivered to the Paris Affiliate Administrative Agent by the Borrowers US Borrower within the required time, the Borrowers US Borrower shall be deemed to have elected that the relevant portion of the principal amount of the Loan US Revolving Credit Loans continue to be denominated in the currency in which it then currently stands denominated. No Interest Period shall have an interest payment date which occurs after the Maturity Date. (b) If the Agent any US Bank determines (which determination shall be conclusive), on or prior to the second US Business Day preceding the first day of any Interest Period during which a portion of the principal of the Loan US Revolving Credit Loans is to be denominated in any Optional Currency, that the currency Optional Currency is not freely transferable and convertible into Dollars or that it will be impracticable for any Lender such US Bank to fund the Multicurrency Loan US Revolving Credit Loans in such currencyOptional Currency, then the Agent such US Bank shall so notify the Borrowers Administrative Agent, which notification shall be given immediately by the Administrative Agent to the US Borrower, and that portion of the Multicurrency principal amount of the US Revolving Credit Loans shall, notwithstanding any contrary election by the Borrowers US Borrower or any other provisions hereof, be denominated in DollarsDollars and be in the form of a Base Rate Loan. (c) For all purposes of this Credit Agreement, except as provided in (S)5.16, the amount in one currency which shall be equivalent on any particular date to a specified amount in another currency shall be that amount (as conclusively ascertained by the Agent absent manifest errorAdministrative Agent) in the first currency which is or could be purchased by the Administrative Agent (in accordance with its normal banking practices) with such specified amount in the second currency in any recognized Eurocurrency Interbank Market selected by the Paris foreign currency deposits market Administrative Agent in good faith for delivery on such date at the spot rate of exchange prevailing at or about 11:00 a.m., Paris London time (or as soon thereafter as practicable), on such date. (d) In the event that any portion of the funds available under the terms of this Agreement is denominated in one or more Optional Currencies the Dollar Equivalent of such portion of the funds shall be calculated pursuant to paragraph (c) above. The amount so determined shall then be added to the amount already outstanding in Dollars for the purpose of determining the remaining availability of funds under (S)(S)2.1 and 4.5 (a) hereof and any required repayments under (S)(S)4.5 and 5.18 hereof. Notwithstanding the foregoing, if If at any time prior to the Maturity Date Date, the aggregate amount of US Revolving Credit Loans made in any Optional Currency shall exceed the Dollar Equivalent of the aggregate principal amount outstanding hereunder shall exceed the Multicurrency Commitment $5,000,000 as a result of fluctuations in respective currency conversion ratesrates for three (3) or more consecutive US Business Days, the Borrowers US Borrower shall pay or cause to be paid immediately, upon demand made by the Administrative Agent, all for the pro rata accounts of the US Banks, such amounts required in order as are sufficient to eliminate such excess and to reduce the aggregate principal amount outstanding to the Dollar Equivalent of the Multicurrency Commitment$5,000,000.

Optional Currencies. (a) The Borrowers A Borrower may elect, prior to the Maturity Commitment Expiry Date, to draw down or convert a portion of the funds available under this Agreement Total Commitment in, or convert Loans outstanding to, an Optional CurrencyCurrency (if any), provided that the aggregate principal amount of -------- Multicurrency Loans outstanding under this Agreement immediately following any such drawdown of conversion shall not exceed the Dollar amount of the Multicurrency Commitment, that the aggregate principal amount of Loans outstanding under this Agreement immediately following any such drawdown or conversion shall not exceed the Dollar amount of the Total Commitment, and that any funds Commitment then in effect. Amounts proposed to be converted at any one time under this (S)4.5 Section 2.7 shall not be in amounts of not less than U.S. $500,000 and shall be an integral multiple thereof, or the equivalent Dollar Equivalent in any Optional Currency. In order to exercise the foregoing option the Borrowers a Borrower must deliver to the Paris Affiliate, which shall promptly give to the Lenders notice thereof, Agent a written notice, subject to any other notice requirements under this Agreement, designating the currency into which the designated portion of the Borrower's Loan is to be drawn down or, as the case may be be, converted, at least four five (45) Eurocurrency Business Days prior to the commencement of the subsequent Interest Period relating to such portion of the Borrower's Loan and any such conversion shall be effected on such date. If any such notice is not delivered to the Paris Affiliate Agent by the Borrowers such Borrower within the required time, the Borrowers Borrower shall be deemed to have elected that the relevant portion of the principal amount of the Borrower's Loan continue to be denominated in the currency in which it then currently stands denominated. No Interest Period during which a portion of the principal of a Borrower's Loan is to be denominated in any Optional Currency shall have an interest payment date Interest Payment Date which occurs after the Maturity Commitment Expiry Date. (b) . If the Agent any Bank determines (which determination shall be conclusive), and notifies the Agent on or prior to the second Business Day preceding the first day of any Interest Period during which a portion of the principal of the a Borrower's Loan is to be denominated in any Optional Currency, that the currency Optional Currency is not freely transferable and convertible into Dollars or that it will be impracticable for any Lender such Bank to fund its portion of the Multicurrency Loan Advance in such currencyOptional Currency, then the Agent shall so notify the Borrowers Borrower making the election, and that portion of the Multicurrency Loans principal amount of the Borrower's Loan shall, notwithstanding any contrary election by the Borrowers such Borrower or any other provisions hereof, be denominated in DollarsDollars and be in the form of a Base Rate Advance. (cb) For all purposes of this Agreement, except as provided in (S)5.16, the amount in one currency which shall be equivalent on any particular date to a specified amount in another currency shall be that amount (as conclusively ascertained by the Agent absent manifest error) in the first currency which is or could be purchased by the Agent (in accordance with its normal banking practices) with such specified amount in the second currency in the Paris any interbank foreign currency deposits market selected by the Agent in good faith for delivery on such date at the spot rate of exchange prevailing at or about 11:00 a.m., Paris time on such date. (dc) In the event that any portion of the funds available under the terms of this Agreement is denominated in one or more Optional Currencies Currencies, the Dollar Equivalent of such portion of the funds shall be calculated pursuant to paragraph (cb) above. The amount so determined shall then be added to the amount already outstanding in Dollars for the purpose of determining the remaining availability of funds under (S)(S)2.1 Section 2.1 and 4.5 (aSection 2.7(a) hereof and any required repayments under (S)(S)4.5 and 5.18 Section 2.10(c) hereof. Notwithstanding the foregoing, if at any time prior to the Maturity Date Commitment Expiry Date, the sum of (a) the aggregate principal amounts outstanding hereunder denominated in Dollars plus (b) Dollar Equivalent of the aggregate principal amount outstanding hereunder shall exceed the Multicurrency lesser of the Total Commitment or the Borrowing Base as a result of fluctuations in respective conversion rates, the Borrowers each Borrower shall pay immediately, upon demand made by the Agent, all amounts required in order to reduce the principal amount Loans outstanding to the Dollar Equivalent lesser of the Multicurrency CommitmentTotal Commitment and the Borrowing Base.

Optional Currencies. The Bank will determine the Dollar Equivalent amount of (ai) The Borrowers may elect, prior proposed Advances or Letters of Credit to the Maturity Date, to draw down or convert a portion be denominated in an Optional Currency as of the funds available under this Agreement in, requested Borrowing Date or to, an Optional Currency, provided that the aggregate principal amount date of -------- Multicurrency Loans outstanding under this Agreement immediately following any such drawdown of conversion shall not exceed the Dollar amount of the Multicurrency Commitment, that the aggregate principal amount of Loans outstanding under this Agreement immediately following any such drawdown or conversion shall not exceed the Dollar amount of the Total Commitment, and that any funds proposed to be converted at any one time under this (S)4.5 shall be in amounts of not less than U.S. $500,000 and shall be an integral multiple thereof, or the equivalent in any Optional Currency. In order to exercise the foregoing option the Borrowers must deliver to the Paris Affiliate, which shall promptly give to the Lenders notice thereof, a written notice, subject to any other notice requirements under this Agreement, designating the currency into which the designated portion of the Loan is to be drawn down orissuance, as the case may be, (ii) outstanding Advances or Letters of Credit Outstanding denominated in an Optional Currency as of the last Business Day of each month, and (iii) outstanding Advances denominated in an Optional Currency as of the end of each Euro-Rate Interest Period (each such date under clauses (i) through (iii) a "Computation Date"). (i) The Bank shall be convertedunder no obligation to make Advances or issue Letters of Credit requested by the Borrower which are denominated in an Optional Currency if Bank notifies the Borrower by 12:00 noon (Pittsburgh, at least four PA time) three (43) Eurocurrency Business Days prior to the commencement Borrowing Date or date of issuance for such Advance or Letter of Credit that the subsequent Interest Period relating to Optional Currency is not then available for such portion Advances or Letter of the Loan and any such conversion shall be effected on such dateCredit. If any such the Borrower receives a notice is not delivered described in the preceding sentence, the Borrower may, by notice to the Paris Affiliate by Bank not later than 5:00 p.m. (Pittsburgh, PA time) three (3) Business Days prior to the Borrowers within Borrowing Date or date of issuance for such Advance or Letter of Credit, withdraw the required request for such Advance or Letter of Credit and the Bank shall not make such Advance or issue such Letter of Credit. If the Borrower does not withdraw such request before such time, the Borrowers Borrower shall be deemed to have requested that the Advance or Letter of Credit shall be made in Dollars in an amount equal to the Dollar Equivalent amount of such Advance or Letter of Credit and shall bear interest under the Base Rate Option. (ii) If the Borrower delivers a notice requesting that the Bank renew the Euro-Rate Option with respect to an outstanding Advance denominated in an Optional Currency, the Bank shall be under no obligation to renew such Euro-Rate Option if Bank delivers to the Borrower a notice by 12:00 noon (Pittsburgh, PA time) three (3) Business Days prior to the effective date of such renewal that it cannot continue to provide Advances in such Optional Currency. If the Bank has so notified the Borrower that any such continuation of Advances denominated in an Optional Currency is not then available, any notice of renewal with respect thereto shall be deemed withdrawn, and such Optional Currency Advance shall be redenominated into a Base Rate Advance in Dollars with effect from the last day of the Euro-Rate Interest Period with respect to any such Optional Currency Advance. The Bank will promptly notify the Borrower of any such redenomination, and in such notice, the Bank will state the aggregate Dollar Equivalent amount of the Loan continue to be denominated in redenominated Optional Currency Advance as of the currency in which it then currently stands denominated. No Interest Period shall have an interest payment date which occurs after the Maturity DateComputation Date with respect thereto. (biii) If The Borrower shall pay to the Agent determines Bank from time to time in Dollars the Bank's then in effect customary fees and administrative expenses payable with respect to Advances denominated in an Optional Currency or Letters of Credit issued in an Optional Currency as the Bank may generally charge or incur in connection with the funding, maintenance, modification (which determination if any), assignment or transfer (if any), negotiation, and administration of Advances denominated in an Optional Currency or Letters of Credit issued in an Optional Currency. (iv) Notwithstanding anything contained herein to the contrary, the entire amount of principal of and interest on any Advance made in an Optional Currency shall be conclusive)repaid in the same Optional Currency in which such Advance was made, on provided, however, that if it is impossible or prior illegal for Borrower to effect payment of an Advance in the Optional Currency in which such Advance was made, or if Borrower defaults in its obligations to do so, the Bank may in its sole discretion permit such payment to be made (i) at and to a different location, subsidiary, affiliate or correspondent of the Bank, or (ii) in the Equivalent Amount of Dollars or (iii) in an Equivalent Amount of such other currency (freely convertible into Dollars) as the Bank may in its sole discretion designate. Upon any events described in (i) through (iii) of the preceding sentence, Borrower shall make such payment and Borrower agrees to hold Bank harmless from and against any loss incurred by Bank arising from the cost to Bank of any premium, any costs of exchange, the cost of hedging and covering the Optional Currency in which such Advance was originally made, and from any change in the value of Dollars, or such other currency, in relation to the second Business Day preceding Optional Currency that was due and owing. Such loss shall be calculated for the period commencing with the first day of any the Euro-Rate Interest Period during which a portion for such Advance and continuing through the date of payment thereof. Without prejudice to the survival of any other agreement of Borrower hereunder, Borrower's obligations under this Section 2(h)(iv) shall survive termination of this Agreement. (v) Notwithstanding anything contained herein to the contrary, Bank may, with respect to notices by Borrower for Advances in an Optional Currency or voluntary prepayments of less than the full amount of an Optional Currency Advance, engage in reasonable rounding of the principal Optional Currency amounts requested to be loaned or repaid; and, in such event, Bank shall promptly notify Borrower of such rounded amounts and Borrower's request or notice shall thereby be deemed to reflect such rounded amounts. (vi) If on any Computation Date the Dollar Equivalent Line of Credit Usage is equal to or greater than the Line of Credit Commitment as a result of a change in exchange rates between one (1) or more Optional Currencies and Dollars, then the Bank shall notify the Borrower of the Loan is same. The Borrower shall pay or prepay Advances (subject to Borrower's indemnity obligations under Section 2(m) hereof) within three (3) Business Days after receiving such notice by an amount such that the Dollar Equivalent Line of Credit Usage shall not exceed the Line of Credit Commitment after giving effect to such payments or prepayments. (vii) If (a) as a result of the implementation of the European monetary union, any Optional Currency ceases to be denominated lawful currency of the nation issuing the same and is replaced by a European common currency (the "Euro") or (b) any Optional Currency and the Euro are at the same time recognized by any governmental authority of the nation issuing such currency as lawful currency of such nation and the Bank shall so request in a notice delivered to the Borrower, then any amount payable hereunder by any party hereto in such Optional Currency shall instead be payable in the Euro and the amount so payable shall be determined by translating the amount payable in such Optional Currency to the Euro at the exchange rate recognized by the European Central Bank for the purpose of implementing the European monetary union. Prior to the occurrence of the event or events described in clause (a) of (b) of the preceding sentence, each amount payable hereunder in any Optional Currency will, except as otherwise provided herein, continue to be payable only in that Optional Currency. The Borrower agrees at the request of the Bank, that to compensate the currency is not freely transferable and convertible into Dollars or that it will be impracticable Bank for any Lender to fund the Multicurrency Loan loss, cost, expense or reduction in such currency, then the Agent return that Bank shall notify the Borrowers and the Multicurrency Loans shall, notwithstanding any contrary election reasonably determine shall be incurred or sustained by the Borrowers Bank as a result of the implementation of the European monetary union and that would not have been incurred or sustained but for the transactions provided for herein. A certificate of the Bank setting forth the Bank's determination of the amount or amounts necessary to compensate Bank shall be delivered to the Borrower, and shall be conclusive absent manifest error so long as such determination is made on a reasonable basis. The Borrower shall pay the Bank the amount shown as due on any other provisions hereofsuch certificate within ten (10) days after the receipt thereof. The parties hereto agree, be denominated at the time of or at any time following the implementation of the European monetary union, to use reasonable efforts to enter into an agreement amending this Agreement in Dollarsorder to reflect the implementation of such monetary union, to permit (if feasible) the Euro to qualify as an Optional Currency under the terms and conditions of the definition of such term and to place the parties hereto in the position with respect to the settlement of payments of the Euro as they would have been with respect to the settlement of the Optional Currencies it replaced. (cviii) For all purposes of this AgreementAgreement and the Line of Credit Note with respect to any aspects of the Euro-Rate, except as provided in (S)5.16any Advance under the Euro-Rate Option or any Optional Currency, the amount in one currency which Bank shall be equivalent on any particular date presumed to a specified amount have obtained rates, funding, currencies, deposits, and the like in another currency the applicable interbank market regardless whether it did so or not; and Bank's determination of amounts payable under, and actions required or authorized by this Agreement shall be that amount (calculated, at Bank's option, as conclusively ascertained by though Bank funded its Advances under the Agent absent manifest error) in Euro-Rate Option through the first currency which is or could be purchased by purchase of deposits of the Agent (types and maturities corresponding to the deposits used as a reference in accordance with its normal banking practices) with such specified amount in the second currency in the Paris foreign currency deposits market for delivery on such date at the spot rate of exchange prevailing at or about 11:00 a.m., Paris time on such date. (d) In the event that any portion of the funds available under the terms of this Agreement is denominated hereof in one or more Optional Currencies the Dollar Equivalent of such portion of the funds shall be calculated pursuant to paragraph (c) above. The amount so determined shall then be added to the amount already outstanding in Dollars for the purpose of determining the remaining availability of funds under (S)(S)2.1 and 4.5 (a) hereof and any required repayments under (S)(S)4.5 and 5.18 hereof. Notwithstanding Euro-Rate applicable to such Advances, whether in fact that is the foregoing, if at any time prior to the Maturity Date the Dollar Equivalent of the aggregate principal amount outstanding hereunder shall exceed the Multicurrency Commitment as a result of fluctuations in respective conversion rates, the Borrowers shall pay immediately, upon demand made by the Agent, all amounts required in order to reduce the principal amount outstanding to the Dollar Equivalent of the Multicurrency Commitmentcase.

Optional Currencies. 6.1 Unavailability of a currency If before 9.30 a.m. on any Quotation Day: (a) the Lender has received notice from a Lender that, any Optional Currency requested is not readily available to it in the amount required; or (b) a Lender notifies the Lender that compliance with its obligation to participate in an Advance in a proposed Optional Currency would contravene a law or regulation applicable to it, the Lender will give notice to the Borrower to that effect promptly and in any event no later than 11.00 a.m. on that day. In this event, any Lender that gives notice pursuant to this Clause 6.1 (Unavailability of a currency) will be required to participate in an Advance in the Base Currency (in an amount equal to that Lender's proportion of the Base Currency Amount and its participation will be treated as a separate Advance denominated in the Base Currency during that Interest Period. 6.2 Optional Currency equivalents generally (a) The Borrowers may elect, prior to equivalent in the Maturity Date, to draw down Base Currency of an Advance or convert a portion part of an Advance in an Optional Currency for the funds available purposes of calculating: (i) whether any limit under this Agreement in, or to, an Optional Currency, provided that has been exceeded; (ii) the aggregate principal amount of -------- Multicurrency Loans outstanding under this Agreement immediately following an Advance; (iii) the amount of any such drawdown repayment of conversion shall not exceed an Advance; or (iv) the Dollar undrawn amount of the Multicurrency Lender's Loan Commitment, that the aggregate principal amount of Loans outstanding under this Agreement immediately following any such drawdown or conversion shall not exceed the Dollar amount of the Total Commitment, and that any funds proposed to be converted at any one time under this (S)4.5 shall be in amounts of not less than U.S. $500,000 and shall be an integral multiple thereof, or the equivalent in any Optional Currency. In order to exercise the foregoing option the Borrowers must deliver is its Base Currency Amount except to the Paris Affiliate, which shall promptly give extent expressly stated to the Lenders notice thereof, a written notice, subject to any other notice requirements under contrary in this Agreement, designating the currency into which the designated portion of the Loan is to be drawn down or, as the case may be converted, at least four (4) Eurocurrency Business Days prior to the commencement of the subsequent Interest Period relating to such portion of the Loan and any such conversion shall be effected on such date. If any such notice is not delivered to the Paris Affiliate by the Borrowers within the required time, the Borrowers shall be deemed to have amount of the Loan continue to be denominated in the currency in which it then currently stands denominated. No Interest Period shall have an interest payment date which occurs after the Maturity Date. (b) If Where Advances are outstanding in more than one currency, for the Agent determines purposes of calculating: (which determination shall be conclusive)i) the total aggregate amount of outstanding Advances; or (ii) any amount received by the Lender under this Agreement, on or prior to the second Business Day preceding the first day of any Interest Period during which a portion of the principal of the Loan is to be Lender will translate all amounts not denominated in any Optional the Base Currency into the Base Currency, that the currency is not freely transferable and convertible into Dollars or that it will be impracticable for any Lender to fund the Multicurrency Loan in such currency, then the Agent shall notify the Borrowers and the Multicurrency Loans shall, notwithstanding any contrary election by the Borrowers or any other provisions hereof, be denominated in Dollars. (c) For all purposes of this Agreement, except as provided in (S)5.16, the amount in one currency which shall be equivalent on any particular date to a specified amount in another currency shall be that amount (as conclusively ascertained by the Agent absent manifest error) in the first currency which is or could be purchased by the Agent (in accordance with its normal banking practices) with such specified amount in the second currency in the Paris foreign currency deposits market for delivery on such date at the spot rate of exchange prevailing at or about 11:00 a.m., Paris time on such date. (d) In the event that any portion of the funds available under the terms of this Agreement is denominated in one or more Optional Currencies the Dollar Equivalent of such portion of the funds shall be calculated pursuant to paragraph (c) above. The amount so determined shall then be added to the amount already outstanding in Dollars for the purpose of determining paragraph (b) above: (i) any Loan denominated in an Optional Currency will be taken at its Base Currency Amount; and (ii) the remaining availability of funds under (S)(S)2.1 and 4.5 (a) hereof and any required repayments under (S)(S)4.5 and 5.18 hereof. Notwithstanding equivalent in the foregoing, if at any time prior to Base Currency will be calculated on the Maturity Date the Dollar Equivalent basis of the aggregate principal Lender's Spot Rate of Exchange at 11.00 am on the date on which the amount outstanding hereunder shall exceed the Multicurrency Commitment as a result of fluctuations in respective conversion rates, the Borrowers shall pay immediately, upon demand made by the Agent, all amounts required in order is to reduce the principal amount outstanding to the Dollar Equivalent of the Multicurrency Commitmentbe calculated.

Optional Currencies. (a) The Subject to the terms and conditions of (S)5.17 hereof, the Foreign Borrowers may elect, prior to the Maturity Date, to draw down or convert a portion of the funds available under (S)4 of this Agreement in, or to, an Optional Currency, provided that (i) the Dollar Equivalent of the aggregate principal amount of -------- Multicurrency Loans outstanding under this Agreement immediately following any such drawdown of or conversion shall not exceed the Dollar amount of the Multicurrency Commitment, that (ii) the aggregate principal amount of Loans outstanding under this Agreement immediately following any such drawdown or conversion plus the Maximum Drawing Amount of all Letters of Credit (calculating all amounts denominated in any Optional Currency at their Dollar Equivalent) shall not exceed the Dollar amount of the Total Commitment, and that (iii) the Dollar Equivalent of any funds proposed to be converted at any one time under this (S)4.5 S)4.4 shall be in amounts of not less than U.S. $500,000 and shall be an integral multiple thereof, or the equivalent in any Optional Currency500,000. In order to exercise the foregoing option option, the Foreign Borrowers must deliver to the Paris AffiliateNassau Branch, which shall promptly give to the Lenders notice thereof, a written notice, subject to any other notice requirements under this Agreement, designating the currency into which the designated portion of the Loan Loans is to be drawn down or, as the case may be converted, at least four three (43) Eurocurrency Business Days prior to the commencement of the subsequent Interest Period relating to such portion of the Loan Loans and any such conversion shall be effected on such date. If any such notice is not delivered to the Paris Affiliate Nassau Branch by the Foreign Borrowers within the required time, the Foreign Borrowers shall be deemed to have requested that the amount of the relevant Loan continue to be denominated in the currency in which it then currently stands denominated. No Interest Period shall have an interest payment date which occurs after the Maturity Date. (b) If the Agent determines (which determination shall be conclusive), on or prior to the second Business Day preceding the first day of any Interest Period during which a portion of the principal of the Loan is to be denominated in any Optional Currency, that the currency is not freely transferable and convertible into Dollars or that it will be impracticable for any Lender to fund the Multicurrency Loan in such currency, then the Agent shall notify the Borrowers and the Multicurrency Loans shall, notwithstanding any contrary election by the Borrowers or any other provisions hereof, be denominated in Dollars. (c) For all purposes of this Agreement, except as provided in (S)5.16S)5.11 hereof, the amount in one currency which shall be equivalent on any particular date to a specified amount in another currency shall be that amount (as conclusively ascertained by the Managing Agent absent manifest error) in the first currency which is or could be purchased by the Managing Agent (in accordance with its normal banking practices) with such specified amount in the second currency in the Paris Nassau foreign currency deposits market for delivery on such date at the spot rate of exchange prevailing at or about 11:00 a.m., Paris time Nassau time, on such date. (dc) In the event that any portion of the funds available under the terms of this Agreement is denominated in one or more Optional Currencies Currencies, the Dollar Equivalent of such portion of the funds shall be calculated pursuant to paragraph (cb) aboveabove by the Nassau Branch at the time the Borrowers request a Loan and otherwise no less frequently than once per week. The amount so determined shall then be added to the amount already outstanding in Dollars for the purpose of determining the remaining availability of funds under (S)(S)2.1 S)(S)4.1 and 4.5 (a4.4(a) hereof hereof, and any required repayments under (S)(S)4.5 and 5.18 S)5.8(a)-(c) hereof. (d) Notwithstanding anything herein to the contrary, the Foreign Borrowers may not specify an Interest Period that would extend beyond the Maturity Date. Notwithstanding In no event shall the foregoing, if Foreign Borrowers have more than five (5) different maturities of Multicurrency Loans outstanding at any time prior to the Maturity Date the Dollar Equivalent of the aggregate principal amount outstanding hereunder shall exceed the Multicurrency Commitment as a result of fluctuations in respective conversion rates, the Borrowers shall pay immediately, upon demand made by the Agent, all amounts required in order to reduce the principal amount outstanding to the Dollar Equivalent of the Multicurrency Commitmentone time.

Optional Currencies. (a) The Subject to the terms and conditions of (S)7.13 hereof, the International Borrowers may elect, prior to the Maturity Date, to draw down or convert a portion of the funds available under (S)4 of this Agreement in, or to, an Optional Currency, provided that (i) the Dollar Equivalent of the aggregate principal amount of -------- Multicurrency Loans outstanding under this Agreement immediately following any such drawdown plus the Maximum Drawing Amount of conversion shall not exceed the Dollar amount of the Multicurrency Commitment, that the aggregate principal amount of Loans all International L/Cs outstanding under this Agreement immediately following any such drawdown or conversion shall not exceed the Dollar Multicurrency Commitment, (ii) the aggregate principal amount of all Revolving Credit Loans and all Multicurrency Loans outstanding under this Agreement immediately following any such drawdown or conversion plus the Maximum Drawing Amount of all Letters of Credit (calculating all amounts denominated in any Optional Currency at their Dollar Equivalent) shall not exceed the Total Commitment, and that (iii) the Dollar Equivalent of any funds proposed to be converted at any one time under this (S)4.5 S)4.4 shall be in amounts of not less than U.S. $500,000 and shall be an integral multiple thereof, or the equivalent in any Optional Currency500,000. In order to exercise the foregoing option option, the International Borrowers must deliver to the Paris AffiliateNassau Branch, which shall promptly give to the Multicurrency Lenders notice thereof, a written notice, subject to any other notice requirements under this Agreement, designating the currency into which the designated portion of the Loan Loans is to be drawn down or, as the case may be converted, at least four three (43) Eurocurrency Business Days prior to the commencement of the subsequent Interest Period relating to such portion of the Loan Loans and any such conversion shall be effected on such date. If any such notice is not delivered to the Paris Affiliate Nassau Branch by the International Borrowers within at least three (3) Eurocurrency Business Days prior to the required timeend of an existing Interest Period with respect to any outstanding Multicurrency Loan, the International Borrowers shall be deemed to have requested that the amount of the relevant Loan continue to be denominated in the currency in which it then currently stands denominated. No denominated and that the subsequent Interest Period shall have an interest payment date which occurs after the Maturity Datea duration of one (1) month. (b) If the Agent determines (which determination shall be conclusive), on or prior to the second Business Day preceding the first day of any Interest Period during which a portion of the principal of the Loan is to be denominated in any Optional Currency, that the currency is not freely transferable and convertible into Dollars or that it will be impracticable for any Lender to fund the Multicurrency Loan in such currency, then the Agent shall notify the Borrowers and the Multicurrency Loans shall, notwithstanding any contrary election by the Borrowers or any other provisions hereof, be denominated in Dollars. (c) For all purposes of this Agreement, except as provided in (S)5.16S)7.9 hereof, the amount in one currency which shall be equivalent on any particular date to a specified amount in another currency shall be that amount (as conclusively ascertained by the Managing Agent absent manifest error) in the first currency which is or could be purchased by the Managing Agent (in accordance with its normal banking practices) with such specified amount in the second currency in the Paris Nassau foreign currency deposits market for delivery on such date at the spot rate of exchange prevailing at or about 11:00 a.m., Paris time Nassau time, on such date. (dc) In the event that any portion of the funds available under the terms of this Agreement is denominated in one or more Optional Currencies Currencies, the Dollar Equivalent of such portion of the funds shall be calculated pursuant to paragraph (cb) aboveabove by the Nassau Branch at the time the Borrowers request a Loan and otherwise no less frequently than once per week. The amount so determined shall then be added to the amount already outstanding in Dollars for the purpose of determining the remaining availability of funds under (S)(S)2.1 S)(S)4.1 and 4.5 (a4.4(a) hereof hereof, and any required repayments under (S)(S)4.5 and 5.18 S)7.6(a)-(c) hereof. Notwithstanding the foregoing, if at any time prior to the Maturity Date the Dollar Equivalent of the aggregate principal amount outstanding hereunder shall exceed the Multicurrency Commitment as a result of fluctuations in respective conversion rates, the Borrowers shall pay immediately, upon demand made by the Agent, all amounts required in order to reduce the principal amount outstanding to the Dollar Equivalent of the Multicurrency Commitment.

Optional Currencies. 6.1 SELECTION OF CURRENCY (a) The Borrowers may electA Borrower (or the Obligor's Agent on behalf of a Borrower) shall select the currency of a Loan, prior to Letter of Credit or Bank Guarantee: (i) (in the Maturity Date, to draw down or convert case of an initial Utilisation) in a portion of the funds available under this Agreement in, or to, an Optional Currency, provided that the aggregate principal amount of -------- Multicurrency Loans outstanding under this Agreement immediately following any such drawdown of conversion shall not exceed the Dollar amount of the Multicurrency Commitment, that the aggregate principal amount Utilisation Request PROVIDED THAT in respect of Loans outstanding under this Agreement immediately following any such drawdown or conversion shall not exceed the Dollar amount of the Total Commitment, and that any funds proposed to be converted at any one time under this made on the Closing Date only euros and dollars and sterling may be selected; and (S)4.5 shall ii) (afterwards in relation to a Term Facility Loan (other than a Dollar Facility Loan) made to it) in a Selection Notice which must be delivered by the same Specified Time as if it were a Utilisation Request for such a Loan to be made on the date of such conversion in amounts of not less than U.S. $500,000 and shall be an integral multiple thereof, or the equivalent in any Optional Currency. In order to exercise the foregoing option the Borrowers must deliver to the Paris Affiliate, which shall promptly give to the Lenders notice thereof, a written notice, subject to any other notice requirements under this Agreement, designating the currency into which the designated portion of the Loan is it wishes to be drawn down or, as the case may be converted, at least four (4) Eurocurrency Business Days prior to the commencement of the subsequent Interest Period relating to convert such portion of the Loan and any such conversion shall be effected on such date. If any such notice is not delivered to the Paris Affiliate by the Borrowers within the required time, the Borrowers shall be deemed to have amount of the Loan continue to be denominated in the currency in which it then currently stands denominated. No Interest Period shall have an interest payment date which occurs after the Maturity DateLoan. (b) If a Borrower (or the Obligor's Agent determines on behalf of a Borrower) fails to issue a Selection Notice by the time specified in paragraph (which determination shall be conclusive)a)(ii) above in relation to a Term Facility Loan, on or prior to the second Business Day preceding the first day of any that Term Facility Loan will remain denominated for its next Interest Period during in the same currency in which a portion of the principal of the Loan it is to be denominated in any Optional Currency, that the currency is not freely transferable and convertible into Dollars or that it will be impracticable for any Lender to fund the Multicurrency Loan in such currency, then the Agent shall notify the Borrowers and the Multicurrency Loans shall, notwithstanding any contrary election by the Borrowers or any other provisions hereof, be denominated in Dollarsoutstanding. (c) For all purposes If a Borrower (or the Obligor's Agent on behalf of this Agreement, except as provided in (S)5.16a Borrower) issues a Selection Notice requesting a change of currency and the first day of the requested Interest Period is not a Business Day for the new currency, the amount in one currency which Agent shall be equivalent on any particular date to a specified amount in another currency shall be that amount (as conclusively ascertained by promptly notify the Agent absent manifest error) Borrower and the Lenders and the Loan will remain in the first existing currency (with Interest Periods running from one Business Day until the next Business Day) until the next day which is or could be purchased by a Business Day for both currencies, on which day the Agent (in accordance with its normal banking practices) with such specified amount in the second currency in the Paris foreign currency deposits market for delivery on such date at the spot rate of exchange prevailing at or about 11:00 a.m., Paris time on such daterequested Interest Period will begin. (d) In the event that any portion of the funds available under the terms of this Agreement is A Dollar Facility Loan may only be denominated in one or more Optional Currencies the Dollar Equivalent of such portion of the funds shall dollars and a Euro Facility Loan may only be calculated pursuant to paragraph (c) above. The amount so determined shall then be added to the amount already outstanding denominated in Dollars for the purpose of determining the remaining availability of funds under (S)(S)2.1 and 4.5 (a) hereof and any required repayments under (S)(S)4.5 and 5.18 hereof. Notwithstanding the foregoing, if at any time prior to the Maturity Date the Dollar Equivalent of the aggregate principal amount outstanding hereunder shall exceed the Multicurrency Commitment as a result of fluctuations in respective conversion rates, the Borrowers shall pay immediately, upon demand made by the Agent, all amounts required in order to reduce the principal amount outstanding to the Dollar Equivalent of the Multicurrency Commitmenteuros.

Optional Currencies. (a) The Borrowers A Borrower may elect, prior to the Maturity Commitment Expiry Date, to draw down or convert convert, or after the Commitment Expiry Date to convert, a portion of the funds available to such Borrower under this Agreement in, or to, an Optional CurrencyCurrency (if any), provided that the aggregate principal amount of -------- Multicurrency Loans outstanding under this Agreement immediately following any such drawdown of conversion shall not exceed with respect to the Dollar amount of the Multicurrency Commitment, that the aggregate principal amount of Loans outstanding Borrowers under this Agreement immediately following any such drawdown or conversion in Optional Currencies shall not exceed the lesser of the equivalent of US $70,000,000 or the Dollar amount of to which the Total CommitmentCommitment shall have been reduced pursuant to Section 2.3 hereof, and provided further that any funds proposed to be converted at any one time under this (S)4.5 Section 2.8 shall be in amounts of not less than U.S. US $500,000 250,000 and shall be an integral multiple thereof, or the equivalent in any Optional Currency. In order to exercise the foregoing option the Borrowers applicable Borrower and Dynatech must deliver to the Paris Affiliate, which shall promptly give to the Lenders notice thereof, a written notice, subject to any other notice requirements under this Agreement, to the Agent, which shall give to the Banks prompt notice thereof, designating the currency into which the designated portion of the Loan Loans is to be drawn down or, as the case may be be, converted, at least four five (45) Eurocurrency Business Days prior to the commencement of the subsequent an Interest Period relating to such portion of the Loan and any such conversion shall be effected on such date. If any such notice is not delivered to the Paris Affiliate Agent by the Borrowers applicable Borrower and Dynatech within the required time, the Borrowers such Borrower shall be deemed to have elected that the relevant portion of the principal amount of the Loan continue to be denominated in the currency in which it then currently stands denominated. No Interest Period shall have an interest payment date which occurs after the Maturity Date. (b) If the Agent any Bank determines (which determination shall be conclusive), on or prior to the second Business Day preceding the first day of any Interest Period during which a portion of the principal of the Loan is to be denominated in any Optional Currency, that the currency Optional Currency is not freely transferable and convertible into Dollars or that it will be impracticable for any Lender such Bank to fund the Multicurrency Advance or Term Loan in such currencyOptional Currency, then such Bank shall so notify the Agent, which notification shall be given immediately by the Agent shall notify to the Borrowers applicable Borrower and Dynatech, and that portion of the Multicurrency Loans principal amount of the Loan shall, notwithstanding any contrary election by the Borrowers such Borrower or any other provisions hereof, be denominated in DollarsDollars and be in the form of a Base Rate Advance or as the case may be, a Base Rate Loan. (cb) For all purposes of this Agreement, except as provided in (S)5.16, the amount in one currency which shall be equivalent on any particular date to a specified amount in another currency shall be that amount (as conclusively ascertained by the Agent absent manifest errorAgent) in the first currency which is or could be purchased by the Agent (in accordance with its normal banking practices) with such specified amount in the second currency in the Paris London foreign currency deposits market for delivery on such date at the spot rate of exchange prevailing at or about 11:00 a.m., Paris time London time, on such date. (dc) In the event that any portion of the funds available under the terms of this Agreement is denominated in one or more Optional Currencies the Dollar Equivalent equivalent of such portion of the funds shall be calculated pursuant to paragraph (cb) above. The amount so determined shall then be added to the amount already outstanding in Dollars for the purpose of determining the remaining availability of funds under (S)(S)2.1 and 4.5 (aSection 2.8(a) hereof and any required repayments under (S)(S)4.5 and 5.18 Section 2.12(e) hereof. Notwithstanding the foregoing, if at any time prior to the Maturity Commitment Expiry Date the U.S. Dollar Equivalent equivalent of the aggregate principal amount outstanding hereunder shall exceed the Multicurrency Total Commitment as a result of fluctuations in respective conversion ratesby five (5) percent or more, the Borrowers shall jointly and severally agree to pay immediatelyto the Agent for the accounts of the Banks ratably according to the then outstanding principal amount of the Loans being repaid, immediately upon demand made by the Agent, all amounts and in the relevant currencies required in order to reduce the principal amount outstanding to the U.S. Dollar Equivalent equivalent of the Multicurrency Total Commitment. To the extent that as a result of currency fluctuations any Bank has funded and/or maintained Advances to the Borrowers hereunder in an amount equalling such Bank's Commitment Percentage of the Total Commitment, all Advances thereafter shall be made by the other Banks until such time as the Advances made by such Bank have been repaid so as to permit additional borrowings (not in excess of such Bank's Commitment Percentage of the Total Commitment) from such Bank. On the Commitment Expiry Date the amount of the Total Loan shall be calculated in Dollars and any amount by which the U.S. Dollar equivalent of all amounts outstanding hereunder exceeds the Total Commitment shall be repaid. At that time the Agent will also calculate a schedule of repayments, on a pro forma basis, in accordance with Section 2.12(a) hereof. If the Dollar equivalent of all amounts outstanding hereunder on any of the repayment dates so established shall exceed the amount indicated in the pro forma calculation for that repayment date or if at any time the Dollar equivalent of all amounts outstanding shall exceed the amount indicated by the pro forma calculation for that period by more than five (5) per cent, then the Borrowers jointly and severally agree to pay to the Agent for the accounts of the Banks ratably according to the then outstanding principal amount of the Loans, immediately upon demand made by the Agent, all amounts and in the relevant currencies required in order to reduce the principal amount then outstanding to that amount which would have been outstanding had the Loan been denominated entirely in Dollars.