FROM TIME TO TIME.
1.06
"COMPETING PRODUCTS" MEANS ANY PRODUCTS IN THE FOLLOWING
CATEGORIES:
FERTILIZERS, SPREADERS, LAWN, GARDEN AND HOUSEHOLD PESTICIDES AND
REPELLANTS (INCLUDING, WITHOUT LIMITATION, INSECTICIDES, HERBICIDES,
RODENTICIDES AND PERSONAL AND AREA REPELLANTS).
[*]
1.07
"CONFIDENTIAL INFORMATION" HAS THE MEANING SPECIFIED IN SECTION
14.01.
1.08
"CREDIT AGREEMENT" MEANS (I) THAT CERTAIN CREDIT AGREEMENT DATED AS
OF MARCH 24, 1999 (AS AMENDED AND MODIFIED BY WAIVER NO. 1 DATED AS OF DECEMBER
30, 1999, AMENDMENT AND WAIVER NO. 2 DATED AS OF JANUARY 24, 2000, AMENDMENT AND
WAIVER NO. 3 UNDER THE LOAN DOCUMENTS DATED AS OF NOVEMBER 7, 2000, AMENDMENT
NO. 4 UNDER THE CREDIT AGREEMENT DATED AS OF FEBRUARY 13, 2002, AMENDMENT NO. 5
TO THE LOAN DOCUMENTS DATED AS OF MAY 9, 2002, AMENDMENT AND WAIVER NO. 6 UNDER
THE CREDIT AGREEMENT DATED AS OF JUNE 14, 2002, AMENDMENT NO. 7 UNDER THE CREDIT
AGREEMENT DATED AS OF SEPTEMBER 30, 2002, AMENDMENT NO. 8 TO THE CREDIT
AGREEMENT DATED AS OF NOVEMBER 4, 2002, AMENDMENT NO. 9 TO THE LOAN DOCUMENTS
DATED AS OF DECEMBER 6, 2002 AND AMENDMENT NO. 10 DATED AS OF MARCH 14, 2003)
AMONG UIC, CERTAIN BANKS, FINANCIAL INSTITUTIONS AND OTHER INSTITUTIONAL LENDERS
PARTY THERETO; BANK OF AMERICA, N.A. (FORMERLY KNOWN AS NATIONSBANK, N.A.)
("BANK OF AMERICA"), AS SWING LINE BANK AND INITIAL ISSUING BANK THEREUNDER;
BANC OF AMERICA SECURITIES LLC (FORMERLY KNOWN AS NATIONSBANC MONTGOMERY
SECURITIES LLC) ("BAS") AND MORGAN STANLEY SENIOR FUNDING, INC. ("MSSF"), AS
CO-ARRANGERS THEREFORE; CANADIAN IMPERIAL BANK OF COMMERCE, AS DOCUMENTATION
AGENT THEREFORE; MSSF, AS SYNDICATION AGENT THEREUNDER; BAS, AS LEAD ARRANGER
AND BOOK MANAGER THEREFORE; AND BANK OF AMERICA, AS ADMINISTRATIVE AGENT FOR THE
LENDER PARTIES THEREUNDER, OR (II) ANY CREDIT OR SIMILAR AGREEMENT THAT REPLACES
OR SUBSTITUTES FOR THE FOREGOING.
1.09
"DISPUTE" HAS THE MEANING SPECIFIED IN SECTION 17.02.
1.10
"EFFECTIVE DATE" HAS THE MEANING SET FORTH IN THE PREAMBLE.
1.11
"EXPENSES" MEANS ALL COSTS AND EXPENSES INCURRED IN CONNECTION WITH
PROSECUTING, MAINTAINING AND ENFORCING THE MARKS INCLUDING, WITHOUT LIMITATION,
THE FEES AND COSTS OF ATTORNEYS AND OTHER PROFESSIONALS AND ALL TRIBUNAL COSTS
AND ANY SETTLEMENT COSTS.
1.12
"FINAL YEAR VOLUME" HAS THE MEANING SPECIFIED IN SECTION
5.03(B)(I).
1.13
"LOSSES" MEANS ALL OBLIGATIONS, THIRD PARTY CLAIMS, DAMAGES,
LOSSES, LIABILITIES, OBLIGATIONS, SETTLEMENTS, INJUNCTIONS, SUITS, ACTIONS,
PROCEEDINGS, LIENS, DEMANDS, CHARGES, FINES, PENALTIES, COSTS AND EXPENSES OF
EVERY KIND AND NATURE (WHETHER BASED ON TORT, BREACH OF CONTRACT, PRODUCT
LIABILITY, INFRINGEMENT OR OTHERWISE), INCLUDING WITHOUT LIMITATION, FEES AND
EXPENSES OF ATTORNEYS AND OTHER PROFESSIONALS, AND DISBURSEMENTS WHICH MAY BE
IMPOSED ON, INCURRED BY OR
[*]
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, IS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
3
ASSERTED AGAINST THE PERSONS HEREBY REQUIRED TO BE INDEMNIFIED (BUT NOT AGAINST
ANY OF THE SAME TO THE EXTENT THAT A GROSSLY NEGLIGENT OR WILLFUL ACT OR
OMISSION OF ANY OF SUCH PARTY WAS THE CAUSE OF THE SAME).