this Agreement are as follows: Base Rate Loans or borrowings and
Eurodollar Loans or borrowings.
Unmatured Event of Default means any event that, if it continues uncured, will,
with lapse of time or notice or both, constitute an Event of Default.
Withdrawal Liability means liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are
defined in Part I of Subtitle E of Title IV of ERISA.
Wholly-Owned Subsidiary means, as to any Person, another Person all of the
shares of capital stock or other ownership interests of which (except directors'
qualifying shares) are at the time directly or indirectly owned by such Person
and/or another Wholly-Owned Subsidiary of such Person.
1.2
OTHER INTERPRETIVE PROVISIONS.
(A)
THE MEANINGS OF DEFINED TERMS
ARE EQUALLY APPLICABLE TO THE SINGULAR AND PLURAL FORMS OF THE DEFINED TERMS.
(B)
SECTION, SCHEDULE AND EXHIBIT REFERENCES ARE TO THIS AGREEMENT
UNLESS OTHERWISE SPECIFIED.
(C)
THE TERM "INCLUDING" IS NOT LIMITING AND MEANS "INCLUDING WITHOUT
LIMITATION."
(D)
IN THE COMPUTATION OF PERIODS OF TIME FROM A SPECIFIED DATE TO A
LATER SPECIFIED DATE, THE WORD "FROM" MEANS "FROM AND INCLUDING"; THE WORDS "TO"
AND "UNTIL" EACH MEAN "TO BUT EXCLUDING", AND THE WORD "THROUGH" MEANS "TO AND
INCLUDING."
(E)
UNLESS OTHERWISE EXPRESSLY PROVIDED HEREIN, (I) REFERENCES TO
AGREEMENTS (INCLUDING THIS AGREEMENT) AND OTHER CONTRACTUAL INSTRUMENTS SHALL BE
DEEMED TO INCLUDE ALL SUBSEQUENT AMENDMENTS AND OTHER MODIFICATIONS THERETO, BUT
ONLY TO THE EXTENT SUCH AMENDMENTS AND OTHER MODIFICATIONS ARE NOT PROHIBITED BY
THE TERMS OF ANY LOAN DOCUMENT, AND (II) REFERENCES TO ANY STATUTE OR REGULATION
SHALL BE CONSTRUED AS INCLUDING ALL STATUTORY AND REGULATORY PROVISIONS
AMENDING, REPLACING, SUPPLEMENTING OR INTERPRETING SUCH STATUTE OR REGULATION.
(F)
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS MAY USE SEVERAL
DIFFERENT LIMITATIONS, TESTS OR MEASUREMENTS TO REGULATE THE SAME OR SIMILAR
MATTERS.
ALL SUCH LIMITATIONS, TESTS AND MEASUREMENTS ARE CUMULATIVE AND EACH
SHALL BE PERFORMED IN ACCORDANCE WITH ITS TERMS.
(G)
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE THE RESULT OF
NEGOTIATIONS AMONG AND HAVE BEEN REVIEWED BY COUNSEL TO THE COMPANY, THE
GUARANTOR AND THE BANK AND ARE THE PRODUCTS OF ALL PARTIES.
ACCORDINGLY, THEY
SHALL NOT BE CONSTRUED AGAINST A PARTY MERELY BECAUSE OF SUCH PARTY'S
INVOLVEMENT IN THEIR PREPARATION.
11
SECTION 2
COMMITMENT OF THE BANK; BORROWING
AND CONVERSION PROCEDURES.
2.1
COMMITMENT.
ON AND SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, THE BANK, AGREES TO MAKE LOANS TO THE COMPANY ON A REVOLVING BASIS
("REVOLVING LOANS") FROM TIME TO TIME UNTIL THE TERMINATION DATE IN SUCH AMOUNTS
AS THE COMPANY MAY REQUEST FROM THE BANK; PROVIDED THAT THE REVOLVING
OUTSTANDINGS WILL NOT AT ANY TIME EXCEED THE REVOLVING COMMITMENT.
2.2
LOAN PROCEDURES.
2.2.1
VARIOUS TYPES OF LOANS.
EACH REVOLVING LOAN SHALL BE DIVIDED INTO
TRANCHES WHICH ARE, EITHER A BASE RATE LOAN OR A EURODOLLAR LOAN (EACH A "TYPE"
OF LOAN), AS THE COMPANY SHALL SPECIFY IN THE RELATED NOTICE OF BORROWING OR
CONVERSION