WHICH
DOLLAR DEPOSITS OF $5,000,000 AND FOR A MATURITY COMPARABLE TO SUCH INTEREST
PERIOD ARE OFFERED BY THE PRINCIPAL LONDON OFFICE OF LENDER IN IMMEDIATELY
AVAILABLE FUNDS IN THE LONDON INTERBANK MARKET AT APPROXIMATELY 11:00 A.M.,
LONDON TIME, TWO BUSINESS DAYS PRIOR TO THE COMMENCEMENT OF SUCH INTEREST
PERIOD.
"LIEN" MEANS, WITH RESPECT TO ANY ASSET, (A) ANY MORTGAGE, DEED OF TRUST, LIEN,
PLEDGE, HYPOTHECATION, ENCUMBRANCE, CHARGE OR SECURITY INTEREST IN, ON OR OF
SUCH ASSET, (B) THE INTEREST OF A VENDOR OR A LESSOR UNDER ANY CONDITIONAL SALE
AGREEMENT, CAPITAL LEASE OR TITLE RETENTION AGREEMENT (OR ANY FINANCING LEASE
HAVING SUBSTANTIALLY THE SAME ECONOMIC EFFECT AS ANY OF THE FOREGOING) RELATING
TO SUCH ASSET AND (C) IN THE CASE OF SECURITIES, ANY PURCHASE OPTION, CALL OR
SIMILAR RIGHT OF A THIRD PARTY WITH RESPECT TO SUCH SECURITIES.
"LOAN DOCUMENTS" MEANS THIS AGREEMENT, ANY PROMISSORY NOTES ISSUED PURSUANT TO
THE AGREEMENT, ANY LETTER OF CREDIT APPLICATIONS, THE COLLATERAL DOCUMENTS, AND
ALL OTHER
14
AGREEMENTS, INSTRUMENTS, DOCUMENTS AND CERTIFICATES IDENTIFIED IN SECTION 4.01
EXECUTED AND DELIVERED TO, OR IN FAVOR OF, LENDER AND INCLUDING ALL OTHER
PLEDGES, POWERS OF ATTORNEY, CONSENTS, ASSIGNMENTS, CONTRACTS, NOTICES, LETTER
OF CREDIT AGREEMENTS AND ALL OTHER WRITTEN MATTER WHETHER HERETOFORE, NOW OR
HEREAFTER EXECUTED BY OR ON BEHALF OF BORROWER, AND DELIVERED TO LENDER IN
CONNECTION WITH THE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.
ANY
REFERENCE IN THE AGREEMENT OR ANY OTHER LOAN DOCUMENT TO A LOAN DOCUMENT SHALL
INCLUDE ALL APPENDICES, EXHIBITS OR SCHEDULES THERETO, AND ALL AMENDMENTS,
RESTATEMENTS, SUPPLEMENTS OR OTHER MODIFICATIONS THERETO, AND SHALL REFER TO THE
AGREEMENT OR SUCH LOAN DOCUMENT AS THE SAME MAY BE IN EFFECT AT ANY AND ALL
TIMES SUCH REFERENCE BECOMES OPERATIVE.
"LOANS" MEANS THE LOANS AND ADVANCES MADE BY LENDER PURSUANT TO THIS AGREEMENT,
INCLUDING PROTECTIVE ADVANCES.
"MATERIAL ADVERSE EFFECT" MEANS A MATERIAL ADVERSE EFFECT ON (A) THE BUSINESS,
ASSETS, OPERATIONS, PROSPECTS OR CONDITION, FINANCIAL OR OTHERWISE, OF BORROWER
AND THE SUBSIDIARIES TAKEN AS A WHOLE, (B) THE ABILITY OF BORROWER TO PERFORM
ANY OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS, (C) THE COLLATERAL, OR LENDER'S
LIENS ON THE COLLATERAL OR THE PRIORITY OF SUCH LIENS, OR (D) THE RIGHTS OF OR
BENEFITS AVAILABLE TO LENDER THEREUNDER.
"MATERIAL INDEBTEDNESS" MEANS INDEBTEDNESS (OTHER THAN THE LOANS AND LETTERS OF
CREDIT), OR OBLIGATIONS IN RESPECT OF ONE OR MORE SWAP AGREEMENTS, OF ANY ONE OR
MORE OF BORROWER AND ITS SUBSIDIARIES IN AN AGGREGATE PRINCIPAL AMOUNT EXCEEDING
$250,000.
FOR PURPOSES OF DETERMINING MATERIAL INDEBTEDNESS, THE "OBLIGATIONS"
OF BORROWER OR ANY SUBSIDIARY IN RESPECT OF ANY SWAP AGREEMENT AT ANY TIME SHALL
BE THE MAXIMUM AGGREGATE AMOUNT (GIVING EFFECT TO ANY NETTING AGREEMENTS) THAT
BORROWER OR SUCH SUBSIDIARY WOULD BE REQUIRED TO PAY IF SUCH SWAP AGREEMENT WERE
TERMINATED AT SUCH TIME.
"MATURITY DATE" MEANS JULY 31, 2013 OR ANY EARLIER DATE ON WHICH THE REVOLVING
COMMITMENT IS REDUCED TO ZERO OR OTHERWISE TERMINATED PURSUANT TO THE TERMS
HEREOF.
"MOODY'S" MEANS MOODY'S INVESTORS SERVICE, INC.
"MULTIEMPLOYER PLAN" MEANS