as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01
DEFINITIONS.
(A)
TERMS GENERALLY.
THE DEFINITIONS ASCRIBED TO TERMS IN THIS
AGREEMENT APPLY EQUALLY TO BOTH THE SINGULAR AND PLURAL FORMS OF SUCH TERMS.
WHENEVER THE CONTEXT MAY REQUIRE, ANY PRONOUN SHALL BE DEEMED TO INCLUDE THE
CORRESPONDING MASCULINE, FEMININE AND NEUTER FORMS.
THE WORDS "INCLUDE",
"INCLUDES" AND "INCLUDING" SHALL BE DEEMED FOLLOWED BY THE PHRASE "WITHOUT
LIMITATION".
THE PHRASE "INDIVIDUALLY OR IN THE AGGREGATE" SHALL BE DEEMED
GENERAL IN SCOPE AND NOT TO REFER TO ANY SPECIFIC SECTION OR CLAUSE OF THIS
AGREEMENT.
ALL REFERENCES HEREIN TO ARTICLES, SECTIONS, EXHIBITS AND SCHEDULES
SHALL BE DEEMED REFERENCES TO ARTICLES AND SECTIONS OF, AND EXHIBITS AND
SCHEDULES TO, THIS AGREEMENT UNLESS THE CONTEXT SHALL OTHERWISE REQUIRE.
THE
TABLE OF CONTENTS, HEADINGS AND CAPTIONS HEREIN SHALL NOT BE GIVEN EFFECT IN
INTERPRETING OR CONSTRUING THE PROVISIONS OF THIS AGREEMENT.
ALL REFERENCES
HEREIN TO "DOLLARS" OR "$" SHALL BE DEEMED REFERENCES TO THE LAWFUL MONEY OF THE
UNITED STATES OF AMERICA.
ALL REFERENCES TO LAWS OR REGULATIONS REFER TO SUCH
LAWS OR REGULATIONS, AND INTERPRETATIONS THEREOF, AS NOW IN EFFECT OR AS
AMENDED, MODIFIED OR SUPERCEDED FROM TIME TO TIME.
ALL REFERENCES TO A SPECIFIC
GOVERNMENTAL AUTHORITY SHALL BE DEEMED TO INCLUDE A REFERENCE TO ANY SUCCESSOR
TO SUCH AUTHORITY.
(B)
ACCOUNTING TERMS.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN,
THE TERM "CONSOLIDATED" AND ALL OTHER TERMS OF AN ACCOUNTING NATURE SHALL BE
INTERPRETED AND CONSTRUED IN ACCORDANCE WITH GAAP, AS IN EFFECT FROM TIME TO
TIME; PROVIDED, HOWEVER, THAT, FOR PURPOSES OF DETERMINING COMPLIANCE WITH ANY
COVENANT SET FORTH IN ARTICLE VII, SUCH TERMS SHALL BE CONSTRUED IN ACCORDANCE
WITH GAAP AS IN EFFECT ON THE DATE OF THIS AGREEMENT, APPLIED ON A BASIS
CONSISTENT WITH THE CONSTRUCTION THEREOF APPLIED IN PREPARING THE BORROWER'S
AUDITED FINANCIAL STATEMENTS REFERRED TO IN SECTION 5.01(H).
IF THERE SHALL
OCCUR A CHANGE IN GAAP WHICH BUT FOR THE FOREGOING PROVISO WOULD AFFECT THE
COMPUTATION USED TO DETERMINE COMPLIANCE WITH ANY COVENANT SET FORTH IN ARTICLE
VII, THE BORROWER AND THE LENDER AGREE TO NEGOTIATE IN GOOD FAITH IN AN EFFORT
TO AGREE UPON AN AMENDMENT TO THIS AGREEMENT THAT WILL PERMIT COMPLIANCE WITH
SUCH COVENANT TO BE DETERMINED BY REFERENCE TO GAAP AS CHANGED WHILE AFFORDING
THE LENDER THE PROTECTION ORIGINALLY INTENDED BY SUCH COVENANT (IT BEING
UNDERSTOOD, HOWEVER, THAT SUCH COVENANT SHALL
REMAIN IN EFFECT IN ACCORDANCE WITH ITS EXISTING TERMS UNLESS AND UNTIL SUCH
AMENDMENT SHALL BECOME EFFECTIVE).
(C)
OTHER TERMS.
THE FOLLOWING TERMS ARE USED HEREIN WITH THE
MEANINGS ASSIGNED BELOW:
"Administrative Agent" shall have the meaning assigned to it in the preamble.
"Administrative Questionnaire" means an administrative details reply form
delivered by the Lender to the Administrative Agent, in substantially the form
provided by the Administrative Agent or the form attached to an Assignment and
Acceptance.
"Affiliate" means, with respect to any Person, any other Person that controls,
is controlled by, or is under common control with, such Person.
"Agreement" means this Credit Agreement, as