Commitment (or, after the Tranche C Term Loans
are made, the percentage of the aggregate outstanding principal amount of the
Tranche C Term Loans then constituted by the principal amount of such Tranche C
Lender's Tranche C Term Loan).
"Tranche C Term Note":
as defined in subsection 5.13(f).
"Transactions":
the collective reference to the Merger, the issuance of the
Senior Subordinated Notes, the Equity Contribution, the repayment of certain of
the Borrower's existing indebtedness, including, without limitation, amounts
outstanding under the 1995 Credit Agreement, and the making of the Loans on the
Closing Date under the Original Credit Agreement.
"Transferee":
as defined in subsection 12.6(f).
"Type":
as to any Loan, its nature as an Alternate Base Rate Loan or Eurodollar
Loan.
"Uniform Customs":
the Uniform Customs and Practice for Documentary Credits
(1993 Revision), International Chamber of Commerce Publication No. 500, and any
subsequent revisions thereof.
"United States":
the United States of America.
"United States Person":
any Person organized under the laws of the United
States or any state thereof or the District of Columbia.
1.2
Other Definitional Provisions.
(a)
Unless otherwise specified therein,
all terms defined in this Agreement shall have the defined meanings when used in
the Notes, any other Credit Document or any certificate or other document made
or delivered pursuant hereto.
(B)
AS USED HEREIN AND IN THE NOTES, ANY OTHER CREDIT DOCUMENT AND ANY
CERTIFICATE OR OTHER DOCUMENT MADE OR DELIVERED PURSUANT HERETO, ACCOUNTING
TERMS RELATING TO THE 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.
TO THE
EXTENT THERE ARE ANY CHANGES IN GAAP FROM THE DATE OF THIS AGREEMENT, THE
FINANCIAL COVENANTS SET FORTH HEREIN AT THE OPTION OF THE BORROWER WILL EITHER
(I) CONTINUE TO BE DETERMINED IN ACCORDANCE WITH GAAP IN EFFECT ON THE CLOSING
DATE, AS APPLICABLE, OR (II) BE ADJUSTED OR RESET TO REFLECT SUCH CHANGES IN
GAAP, SUCH ADJUSTMENTS OR RESETS TO BE MUTUALLY AGREED TO BY THE BORROWER AND
THE ADMINISTRATIVE AGENT.
ALL REFERENCES IN THIS AGREEMENT TO THE 2000 FISCAL
YEAR OF THE BORROWER SHALL MEAN THE FISCAL YEAR COMMENCING ON JANUARY 2, 2000
AND ENDING ON DECEMBER 30, 2000, AND EACH REFERENCE TO EACH SUBSEQUENT FISCAL
YEAR OF THE BORROWER SHALL REFER TO THE CORRESPONDING PERIODS OF SUBSEQUENT
CALENDAR YEARS.
(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)
THE MEANINGS GIVEN TO TERMS DEFINED HEREIN SHALL BE EQUALLY
APPLICABLE TO THE SINGULAR AND PLURAL FORMS OF SUCH TERMS.
25
SECTION 2.
TERM LOANS
2.1
Term Loans.
Subject to the terms and conditions hereof, (i) each Tranche A
Lender severally agrees to make a loan in Dollars (individually, a "Tranche A