Exhibit 10.1
CONFORMED AS EXECUTED
CREDIT AGREEMENT
among
ALERIS INTERNATIONAL, INC., EACH OTHER U.S. BORROWER PARTY HERETO,
CORUS S.E.C./CORUS L.P.,
acting and represented by its general partner Corus Aluminium Inc., EACH OTHER CANADIAN BORROWER PARTY HERETO,
ALERIS SWITZERLAND GMBH,
VARIOUS LENDERS,
DEUTSCHE BANK AG NEW YORK BRANCH,
as ADMINISTRATIVE AGENT, DEUTSCHE BANK AG, CANADA BRANCH,
as CANADIAN ADMINISTRATIVE AGENT,
CITICORP NORTH AMERICA, INC.,
as SYNDICATION AGENT and as COLLATERAL AGENT,
and
PNC BANK, NATIONAL ASSOCIATION,
NATIONAL CITY BUSINESS CREDIT, INC. and
KEY BANK NATIONAL ASSOCIATION
as CO-DOCUMENTATION AGENTS
Dated as of August 1, 2006
DEUTSCHE BANK SECURITIES INC.,
CITIGROUP GLOBAL MARKETS INC.
as JOINT LEAD ARRANGERS and
DEUTSCHE BANK SECURITIES INC.,
CITIGROUP GLOBAL MARKETS INC.,
and
PNC CAPITAL MARKETS LLC
as JOINT BOOK RUNNING MANAGERS
Table of Contents
Page
SECTION 1. Defined Terms 3
SECTION 2. Amount and Terms of Credit 66
2.01 The Commitments 66
2.02 Minimum Amount of Each Borrowing; Limitation on Euro Rate Loans 72
2.03 Notice of Borrowing 72
2.04 Disbursement of Funds 74
2.05 Notes 75
2.06 Conversions 79
2.07 Pro Rata Borrowings 80
2.08 Interest 80
2.09 Interest Periods for Euro Rate Loans 81
2.10 Increased Costs, Illegality, etc. 82
2.11 Compensation 85
2.12 Change of Lending Office 86
2.13 Replacement of Lenders 86
2.14 Special Provisions Applicable to Lenders Upon the Occurrence of a Conversion Event 88
2.15 Incremental Commitments 89
2.16 Interest Act (Canada); Criminal Rate of Interest; Nominal Rate of Interest 90
2.17 Canadian Lenders 91
2.18 Provisions Regarding Bankers' Acceptances, Drafts, etc. 92
2.19 U.S./European Lenders 92
SECTION 3. Letters of Credit 92
3.01 Letters of Credit 92
3.02 Maximum Letter of Credit Outstandings; Final Maturities; etc. 94
3.03 Letter of Credit Requests; Minimum Stated Amount 94
3.04 Letter of Credit Participations 95
3.05 Agreement to Repay Letter of Credit Drawings 97
3.06 Increased Costs 98
SECTION 4. Commitment Commission; Fees; Reductions of Commitment 99
4.01 Fees 99
4.02 Voluntary Termination of Unutilized Commitments 101
4.03 Mandatory Reduction of Commitments 101
SECTION 5. Prepayments; Payments; Taxes 102
5.01 Voluntary Prepayments 102
5.02 Mandatory Repayments 103
5.03 Payments and Computations; Maintenance of Accounts; Statement of Accounts 109
5.04 Net Payments 114
5.05 Minimum Interest Rates and Payments 118
(i)
Table of Contents
(continued)
Page
SECTION 6. Conditions Precedent to Credit Events on the Initial Borrowing Date 119
6.01 Execution of Agreement; Notes 119
6.02 Opinions of Counsel 119
6.03 Corporate Documents; Proceedings; etc. 120
6.04 Consummation of the Acquisition; Receivables Purchase Agreements, etc. 121
6.05 Senior Bridge Loans, Term Loans, etc. 122
6.06 Tender Offer and Consent Solicitation; Existing Notes Defeasance 122
6.07 Refinancing, etc. 123
6.08 Adverse Change, Approvals 123
6.09 Pledge Agreements 123
6.10 Guarantees 125
6.11 Security Agreements 126
6.12 Mortgage; Title Insurance; Survey; Landlord Waivers; etc. 128
6.13 Intercreditor Agreement 130
6.14 Financial Statements; Projections 130
6.15 Solvency Certificate; Insurance Certificates 130
6.16 Fees, etc. 130
6.17 Initial Borrowing Base Certificate; etc. 130
6.18 Field Examinations 130
SECTION 7. Conditions Precedent to All Credit Events 131
7.01 No Default; Representations and Warranties 131
7.02 Notice of Borrowing; Letter of Credit Request 131
7.03 Borrowing Base Limitations 131
SECTION 8. Representations and Warranties 132
8.01 Organizational Status 132
8.02 Power and Authority 132
8.03 No Violation 133
8.04 Approvals 133
8.05 Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; No Material Adverse Effect 133
8.06 Litigation 135
8.07 True and Complete Disclosure 135
8.08 Use of Proceeds; Margin Regulations 135
8.09 Tax Returns and Payments 136
8.10 Compliance with ERISA 136
8.11 The Security Documents 138
8.12 Properties 140
8.13 Subsidiaries; etc. 140
8.14 Compliance with Statutes, etc. 140
8.15 Investment Company Act 140
(ii)
Table of Contents
(continued)
Page
8.16 Environmental Matters 140
8.17 Employment and Labor Relations 141
8.18 Intellectual Property, etc. 141
8.19 Indebtedness 141
8.20 Insurance 142
8.21 Ten Non-Bank Regulations and Twenty Non-Bank Regulations 142
8.22 Receivables Purchase Agreements 142
8.23 Corus Aluminium Inc. 142
SECTION 9. Affirmative Covenants. 142
9.01 Information Covenants 142
9.02 Books, Records and Inspections; Annual Meetings 147
9.03 Maintenance of Property; Insurance 147
9.04 Existence; Franchises 148
9.05 Compliance with Statutes, etc. 148
9.06 Compliance with Environmental Laws 148
9.07 ERISA 149
9.08 End of Fiscal Years; Fiscal Quarters 151
9.09 Performance of Obligations 151
9.10 Payment of Taxes 151
9.11 Use of Proceeds 151
9.12 New Subsidiaries; Additional Security; Further Assurances; etc. 151
9.13 Ownership of Subsidiaries; etc. 154
9.14 Collateral Records 154
9.15 Permitted Acquisitions 154
9.16 Existing Senior Secured Note Indenture Discharge 155
9.17 European Restructuring 155
9.18 Cash Management Control Agreements 156
SECTION 10. Negative Covenants 156
10.01 Liens 156
10.02 Consolidation, Merger, Purchase or Sale of Assets, etc. 159
10.03 Dividends 163
10.04 Indebtedness 164
10.05 Advances, Investments and Loans 167
10.06 Transactions with Affiliates 169
10.07 Fixed Charge Coverage Ratio 171
10.08 Limitations on Payments of Certain Indebtedness; Modifications of Certain Indebtedness Documents, Certificate of Incorporation, By-Laws and Certain Other Agreements, etc. 171
10.09 Limitation on Certain Restrictions on Subsidiaries 172
10.10 Business, etc. 173
10.11 Limitation on Creation of Subsidiaries 174
(iii)
Table of Contents
(continued)
Page
10.12 Limitation on Issuance of Equity Interests 174
10.13 Changes to Legal Names, Organizational Identification Numbers, Jurisdiction or Type or Organization 174
10.14 No Additional Deposit Accounts; etc. 175
10.15 Negative Covenants of Non-U.S. Credit Parties 175
10.16 No Personal Assets of Corus Aluminium Inc. 176
SECTION 11. Events of Default 176
11.01 Payments 176
11.02 Representations, etc. 176
11.03 Covenants 176
11.04 Default Under Other Agreements 176
11.05 Bankruptcy, etc. 177
11.06 ERISA 177
11.07 Security Documents 178
11.08 Guaranties 179
11.09 Judgments 179
11.10 Change of Control 179
11.11 Intercreditor Agreement 179
11.12 Receivables Purchase Agreement 179
SECTION 12. The Administrative Agent and Collateral Agent 180
12.01 Appointment 180
12.02 Nature of Duties 181
12.03 Lack of Reliance on the Facility Agents 182
12.04 Certain Rights of the Facility Agents 182
12.05 Reliance 182
12.06 Indemnification 183
12.07 The Facility Agents in their Individual Capacities 183
12.08 Holders 183
12.09 Resignation by the Facility Agents 183
12.10 Collateral Matters 184
12.11 Delivery of Information 186
12.12 The Administrative Agent and the Collateral Agent 186
SECTION 13. Miscellaneous 186
13.01 Payment of Expenses, etc. 186
13.02 Right of Setoff 188
13.03 Notices 189
13.04 Benefit of Agreement; Assignments; Participations 189
13.05 No Waiver; Remedies Cumulative 193
13.06 Payments Pro Rata 193
13.07 Calculations; Computations 194
(iv)
Table of Contents
(continued)
Page
13.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL 194
13.09 Counterparts 196
13.10 Effectiveness 196
13.11 Headings Descriptive 196
13.12 Amendment or Waiver; etc. 196
13.13 Survival 198
13.14 Domicile of Loans 198
13.15 Register 198
13.16 Confidentiality 199
13.17 INTERCREDITOR AGREEMENT 200
13.18 Aleris as Agent for the Borrowers 201
13.19 Special Provisions Regarding Pledges of Equity Interests in, and Promissory Notes Owed by, Persons Not Organized in the United States 201
13.20 Post-Closing Actions 202
13.21 The Patriot Act 203
13.22 Judgment Currency 203
13.23 Release of Borrower 203
13.24 Lender Acknowledgment 204
13.25 European Sales Offices 204
13.26 Abstract Acknowledgement of Indebtedness and Joint Creditorship 204
13.27 Special Appointment of Collateral Agent for German Security 205
SECTION 14. U.S. Borrower Guaranty 206
14.01 Guaranty 206
14.02 Reinstatement 206
14.03 Bankruptcy 206
14.04 Nature of Liability 206
14.05 Independent Obligation 207
14.06 Authorization 207
14.07 Reliance 208
14.08 Subordination 208
14.09 Waiver 209
14.10 Maximum Liability 210
SECTION 15. Nature of U.S. Borrower Obligations; Limitation on Canadian Borrower Obligations and European Borrower Obligations 211
15.01 Nature of U.S. Borrower Obligations and Canadian Borrower Obligations 211
15.02 Independent Obligation 211
15.03 Authorization 211
15.04 Reliance 212
15.05 Contribution; Subrogation 212
15.06 Waiver 212
(v)
Table of Contents
(continued)
Page
15.07 Limitation on Canadian Borrower Obligations and European Borrower Obligations 212
15.08 Limited Recourse Against Corus Aluminium Inc. 213
SECTION 16. U.S./European Revolving Loans; Intra-Lender Issues 213
16.01 Specified Foreign Currency Participations 213
16.02 Settlement Procedures for Specified Foreign Currency Participations 214
16.03 Obligations Irrevocable 215
16.04 Recovery or Avoidance of Payments 216
16.05 Indemnification by Lenders 216
16.06 Specified Foreign Currency Loan Participation Fee 217
SCHEDULES
SCHEDULE I-A - Commitments
SCHEDULE I-B - Canadian Lenders
SCHEDULE I-C - Swiss Qualifying Banks
SCHEDULE II - Lender Addresses
SCHEDULE III - Provisions Relating to Bankers' Acceptance Loans
SCHEDULE IV - Existing Letters of Credit
SCHEDULE V - Real Property
SCHEDULE VI - Canadian Security Documents, European Security Documents and Local Law Pledge Agreements
SCHEDULE VII - Deposit Accounts
SCHEDULE VIII - Certain Tax Matters
SCHEDULE IX-A - Subsidiaries
SCHEDULE IX-B - European Manufacturing Subsidiaries
SCHEDULE X - Existing Indebtedness
SCHEDULE XI - Insurance
SCHEDULE XII - Existing Liens
SCHEDULE XIII - Existing Investments
SCHEDULE XIV - Eligible Inventory Locations
SCHEDULE XV - Designated Assets
SCHEDULE XVI - Post Closing Actions
SCHEDULE XVII - Tier I Countries
SCHEDULE XVIII - Tier II Countries
SCHEDULE XIX - Applicable Jurisdiction Requirements
(vi)
Table of Contents
(continued)
EXHIBITS
EXHIBIT A-1 - Notice of Borrowing
EXHIBIT A-2 - Notice of Conversion/Continuation
EXHIBIT B-1 - U.S. Borrower Revolving Note
EXHIBIT B-2 - Canadian Revolving Note
EXHIBIT B-3 - European Borrower Revolving Note
EXHIBIT B-4 - U.S. Borrower Swingline Note
EXHIBIT B-5 - Canadian Swingline Note
EXHIBIT B-6 - European Borrower Swingline Note
EXHIBIT C - Letter of Credit Request
EXHIBIT D - Section 5.04(b)(ii) Certificate
EXHIBIT E-1 - Opinion of Fried, Frank, Harris, Shiver & Jacobson LLP
EXHIBIT E-2 - Opinion of Torys LLP
EXHIBIT E-3 - Opinion of Pestalozzi Lachenal Patry
EXHIBIT F - Officers' Certificate
EXHIBIT G-1 - U.S. Pledge Agreement
EXHIBIT G-2 - European Parent Pledge Agreement
EXHIBIT G-3 - Canadian Parent Pledge Agreement
EXHIBIT H-1 - U.S. Subsidiaries Guaranty
EXHIBIT H-2 - Canadian Subsidiaries Guaranty
EXHIBIT H-3 - European Distribution Subsidiaries Guaranty
EXHIBIT H-4 - European Parent Guaranty
EXHIBIT H-5 - Canadian Parent Guaranty
EXHIBIT I - U.S. Security Agreement
EXHIBIT J - Solvency Certificate
EXHIBIT K - Compliance Certificate
EXHIBIT L - Borrowing Base Certificate
EXHIBIT M - Assignment and Assumption Agreement
EXHIBIT N-1 - ABL Creditor Mortgage
EXHIBIT N-2 - Canadian Mortgage
EXHIBIT O - Incremental Revolving Loan Commitment Agreement
EXHIBIT P - Intercreditor Agreement
EXHIBIT Q-1 - Canadian Borrower Joinder Agreement
EXHIBIT Q-2 - U.S. Borrower Joinder Agreement
(vii)
CONFORMED AS EXECUTED
CREDIT AGREEMENT, dated as of August 1, 2006, among ALERIS INTERNATIONAL, INC., a Delaware corporation (" Aleris" ), each Domestic Subsidiary of Aleris set forth on the signature pages hereto (together with Aleris and any entity that becomes a U.S. Borrower pursuant to Section 9.12 , collectively, the " U.S. Borrowers" and each, a " U.S. Borrower" ), CORUS S.E.C./CORUS L.P., a limited partnership existing under the laws of Que9bec, acting and represented by its general partner, Corus Aluminium Inc., a corporation organized under the laws of Que9bec, (" Aleris Canada" , together with any entity that becomes a Canadian Borrower pursuant to Section 9.12 , collectively, the " Canadian Borrowers" and each, a " Canadian Borrower" ), ALERIS SWITZERLAND GMBH, a company with limited liability organized under the laws of Switzerland (the " European Borrower" and, together with the Canadian Borrowers and the U.S. Borrowers, each, a " Borrower" and, collectively, the " Borrowers" ), the Lenders party hereto from time to time, PNC BANK, NATIONAL ASSOCIATION, NATIONAL CITY BUSINESS CREDIT, INC. and KEY BANK NATIONAL ASSOCIATION, as co-documentation agents, CITICORP NORTH AMERICA, INC., as Syndication Agent and Collateral Agent, DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity, the " Administrative Agent" ) and DEUTSCHE BANK AG, CANADA BRANCH, as Canadian administrative agent (in such capacity, the " Canadian Administrative Agent" ). W I T N E S S E T H : WHEREAS, subject to and upon the terms and conditions set forth herein, the Borrowers have requested the credit facilities more fully provided pursuant to the terms of this Agreement, namely (i) the facility evidenced by the Canadian Commitments (and the extensions of credit made pursuant thereto), which extensions of credit shall be made to the Canadian Borrowers (who shall be jointly and severally obligated therefor) and (ii) the facility evidenced by the U.S./European Commitments (and the extensions of credit made pursuant thereto), which extensions of credit shall be made (x) to the U.S. Borrowers on a joint and several basis and (y) subject to the Total European Sub-Commitment, to the European Borrower; and
WHEREAS, extensions of credit hereunder to the Canadian Borrowers shall be made to them on a joint and several basis, and shall be fully guaranteed (as more fully provided and described herein) by the U.S. Credit Parties and the Canadian Credit Parties; and WHEREAS, the extensions of credit to the European Borrower hereunder shall be guaranteed by the U.S. Credit Parties, the European Parent Guarantors and Subsidiaries of the European Borrower, but shall not be guaranteed by German Sub-Holdco and its Subsidiaries or any other Foreign Subsidiary of Aleris (except to the extent any such Subsidiary constitutes a Transitory European Subsidiary); and
WHEREAS, all obligations of the U.S. Credit Parties hereunder (whether as borrowers or guarantors) shall be secured pursuant to the relevant U.S. Security Documents executed and delivered by the U.S. Credit Parties, with the intent being that (x) First Priority security interests be granted to secure the ABL Obligations in all ABL Priority Collateral of the U.S. Credit Parties and (y) Second Priority security interests be granted to secure the ABL Obligations in all Term Priority Collateral of the U.S. Credit Parties; and
WHEREAS, all obligations of the Canadian Credit Parties (whether as borrowers or guarantors) shall be secured by First Priority security interests in the assets of the Canadian Credit Parties provided as collateral pursuant to the relevant Security Documents; and
WHEREAS, all obligations of the European Borrower (pursuant to the U.S./European Commitments, and subject to the Total European Sub-Commitment) shall be secured by First Priority security interest in all Collateral provided by the European Borrower and the guaranties of the European Subsidiary Guarantors shall be unsecured; and
WHEREAS, all Equity Interests in the European Parent Guarantors and any Collateral provided by them pursuant to the Security Documents entered into and delivered by them will be shared (with the creditors pursuant to the Term Loan Agreement and any refinancing thereof as permitted pursuant to the Intercreditor Agreement) on the basis provided in the Intercreditor Agreement; and
WHEREAS, the Term Loan Agreement is being entered into substantially concurrently with this Agreement, and all Collateral provided by the U.S. Credit Parties is intended to provide the Term Secured Creditors pursuant to the Term Loan Agreement with second priority security interests in the ABL Priority Collateral, and with first priority security interests in the Term Priority Collateral, granted pursuant to the relevant security documents securing the Term Obligations; and WHEREAS, a portion of the loans made available pursuant to the Term Loan Agreement shall be borrowed directly by German Sub-Holdco, which, as of the Initial Borrowing Date, shall be a sister subsidiary of the European Borrower (with each of the European Borrower and German Sub-Holdco being owned by a common parent which is a European Parent Guarantor), and the Term Obligations may be secured by assets of German Sub-Holdco and its Subsidiaries and other Foreign Subsidiaries of Aleris (other than the European Borrower and its Subsidiaries), which assets shall not (except to the extent at any time constituting assets of a Transitory European Subsidiary or assets sold to the European Borrower pursuant to a Receivables Purchase Agreement) secure the ABL Obligations; and
WHEREAS, this Agreement (and all Lenders from time to time party hereto) shall be subject to the terms and conditions of the Intercreditor Agreement, which more fully describes the sharing arrangements referenced above (and which in the event of any conflict with this Agreement, including the above description, shall be binding); and
WHEREAS, subject to the terms and conditions of this Agreement and the other Credit Documents, and subject to the terms of the Intercreditor Agreement, the Lenders are willing to make available to the Borrowers the respective credit facilities provided for herein;
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NOW, THEREFORE, IT IS AGREED: SECTION 1. Defined Terms . As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
" ABL Creditor Mortgage" shall mean a mortgage substantially in the form of Exhibit N-1 , with such modifications thereto as the relevant local counsel of the Collateral Agent may deem necessary or appropriate in order to create and perfect the mortgage liens intended to be created thereby under the local law of the jurisdiction in which the relevant property is located.
" ABL Obligations" shall mean all obligations (including guaranty obligations) of every nature of each Credit Party from time to time owed to Agents (including former Agents), Issuing Lenders, Lenders, or any of them, under any Credit Document, whether for principal, premium, interest (including interest which, but for the filing of a petition in bankruptcy or a similar proceeding with respect to such Credit Party, would have accrued on any ABL Obligation, whether or not a claim is allowed against such Credit Party for such interest in the related bankruptcy or similar proceeding), reimbursement of amounts drawn under (and obligations to cash collateralize) Letters of Credit and Bankers' Acceptances, fees, expenses (including Expenses), indemnification (including, without limitation, pursuant to Section 13.01 ) or otherwise.
" ABL Priority Collateral" shall mean, collectively, all of the personal property in which First Priority Liens are granted (or purported to be granted) pursuant to the Security Documents as security for the ABL Obligations and shall include, without limitation, all Accounts and Inventory of Borrowers and certain of the Guarantors and shall include all " ABL Priority Collateral" as defined in the Intercreditor Agreement.
" ABL Secured Parties" shall have the meaning assigned in the Intercreditor Agreement.
" Account" shall mean an " account" (as such term is defined in Article 9 of the UCC), and any and all supporting obligations (as such term is defined in Article 9 of the UCC) in respect thereof. " Account Debtor" shall mean each Person who is obligated on an Account, chattel paper (as such term is defined in Article 9 of the UCC), or a General Intangible constituting a payment intangible (as such term is defined in Article 9 of the UCC).
" Account Party" shall mean, with respect to any Letter of Credit, (i) in the case of a U.S. Letter of Credit, all of the U.S. Borrowers, as joint and several account parties with respect to such Letter of Credit, (ii) in the case of a Canadian Letter of Credit, all of the Canadian Borrowers, as joint and several account parties with respect to such Letter of Credit and (iii) in the case of a European Letter of Credit, the European Borrower as the account party with respect to such Letter of Credit.
" Acquired Business" shall mean the Canadian Acquired Business and the European Acquired Business.
" Acquired Entity or Business" shall mean either (x) the assets constituting a business, division or product line of any Person not already a Subsidiary of Aleris or (y) the assets or business of a Person who shall, as a result of the respective acquisition, become a
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Subsidiary of Aleris (or shall be merged with and into Aleris (with Aleris being the surviving Person) or a Subsidiary of Aleris with the surviving Person being a Subsidiary of Aleris).
" Acquisition Agreements" shall mean, collectively, the Canadian Acquisition Agreement and the European Acquisition Agreement.
" Acquisition Documents" shall mean, collectively, the Canadian Acquisition Documents and the European Acquisition Documents.
" Acquisitions" shall mean, collectively, the Canadian Acquisition and the European Acquisition.
" Additional Debt" shall have the meaning provided in Section 10.04(xiv) . " Additional Security Documents" shall have the meaning provided in Section 9.12 . " Adjustment Date" shall mean the first day of each Fiscal Quarter of Aleris. " Administrative Agent" shall mean DBNY, in its capacity as Administrative Agent for the Lenders hereunder, and shall include any successor to the Administrative Agent appointed pursuant to Section 12.09 .
" Affiliate" shall mean, with respect to any Person, any other Person directly or indirectly controlling (including, but not limited to, all directors and executive officers of such Person), controlled by, or under direct or indirect common control with, such Person. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power (i) for purposes of Section 10.06 only, to vote 10% or more of the securities having ordinary voting power for the election of directors (or equivalent governing body) of such Person or (ii) to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise; provided , however , that neither the Administrative Agent nor any Lender nor any Affiliate thereof shall, as a result of its acting as such, be considered an Affiliate of Aleris or any Subsidiary thereof. " Agent Advance" shall have the meaning provided in Section 2.01(f) . " Agent Advance Period" shall have the meaning provided in Section 2.01(f) . " Agents" shall mean each Facility Agent, the Syndication Agent, each Co-Documentation Agent, each Joint Lead Arranger and each Joint Book Running Manager.
" Aggregate Canadian Exposure" at any time shall mean the sum of (i) the aggregate principal amount of all Canadian Revolving Loans (including the Face Amount of all Bankers' Acceptance Loans) then outstanding (for this purpose, using the Dollar Equivalent of each Canadian Dollar Denominated Loan then outstanding), (ii) the aggregate amount of all Letter of Credit Outstandings with respect to Canadian Letters of Credit (for this purpose, using the Dollar Equivalent of all amounts denominated in a currency other than U.S. Dollars) at such time and (iii) the aggregate principal amount of all Canadian Swingline Loans (for this purpose,
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using the Dollar Equivalent of each Canadian Dollar Denominated Loan then outstanding) then outstanding. " Aggregate European Borrower Exposure" at any time shall mean (i) the aggregate principal amount of all European Borrower Revolving Loans then outstanding (for this purpose, using the Dollar Equivalent of each Non-Dollar Denominated Loan then outstanding), (ii) the aggregate amount of all Letter of Credit Outstandings with respect to European Letters of Credit (for this purpose, using the Dollar Equivalent of all amounts denominated in a currency other than U.S. Dollars) at such time and (iii) the aggregate principal amount of all ...
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