interest on such Loan, or on the Loans comprising such Borrowing, is
determined by reference to the Adjusted LIBO Rate or the Base Rate.
"Voting Stock" shall mean, with respect to any Person, Capital Stock issued by
such Person the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons
performing similar functions) of such Person, even though the right so to vote
has been suspended by the happening of such contingency.
"Withdrawal Liability" shall mean 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.
SECTION 1.2.
CLASSIFICATIONS OF LOANS AND BORROWINGS.
FOR PURPOSES OF
THIS AGREEMENT, LOANS MAY BE CLASSIFIED AND REFERRED TO BY CLASS (E.G. A
"REVOLVING LOAN") OR BY TYPE (E.G. A "EURODOLLAR LOAN" OR "BASE RATE LOAN") OR
BY CLASS AND TYPE (E.G. "REVOLVING EURODOLLAR LOAN").
BORROWINGS ALSO MAY BE
CLASSIFIED AND REFERRED TO BY CLASS (E.G. "REVOLVING
21
BORROWING") OR BY TYPE (E.G. "EURODOLLAR BORROWING") OR BY CLASS AND TYPE (E.G.
" REVOLVING EURODOLLAR BORROWING").
SECTION 1.3.
ACCOUNTING TERMS AND DETERMINATION.
UNLESS OTHERWISE
DEFINED OR SPECIFIED HEREIN, ALL ACCOUNTING TERMS USED HEREIN SHALL BE
INTERPRETED, ALL ACCOUNTING DETERMINATIONS HEREUNDER SHALL BE MADE, AND ALL
FINANCIAL STATEMENTS REQUIRED TO BE DELIVERED HEREUNDER SHALL BE PREPARED, IN
ACCORDANCE WITH GAAP AS IN EFFECT FROM TIME TO TIME, APPLIED ON A BASIS
CONSISTENT WITH THE MOST RECENT AUDITED CONSOLIDATED FINANCIAL STATEMENT OF THE
BORROWER DELIVERED PURSUANT TO SECTION 5.1(A); PROVIDED, THAT IF THE BORROWER
NOTIFIES THE ADMINISTRATIVE AGENT THAT THE BORROWER WISHES TO AMEND ANY COVENANT
IN ARTICLE 6 TO ELIMINATE THE EFFECT OF ANY CHANGE IN GAAP ON THE OPERATION OF
SUCH COVENANT (OR IF THE ADMINISTRATIVE AGENT NOTIFIES THE BORROWER THAT THE
REQUIRED LENDERS WISH TO AMEND ARTICLE 6 FOR SUCH PURPOSE), THEN THE BORROWER'S
COMPLIANCE WITH SUCH COVENANT SHALL BE DETERMINED ON THE BASIS OF GAAP IN EFFECT
IMMEDIATELY BEFORE THE RELEVANT CHANGE IN GAAP BECAME EFFECTIVE, UNTIL EITHER
SUCH NOTICE IS WITHDRAWN OR SUCH COVENANT IS AMENDED IN A MANNER SATISFACTORY TO
THE BORROWER AND THE REQUIRED LENDERS.
SECTION 1.4.
TERMS GENERALLY.
THE DEFINITIONS OF TERMS HEREIN SHALL
APPLY EQUALLY TO THE SINGULAR AND PLURAL FORMS OF THE TERMS DEFINED.
WHENEVER
THE CONTEXT MAY REQUIRE, ANY PRONOUN SHALL INCLUDE THE CORRESPONDING MASCULINE,
FEMININE AND NEUTER FORMS.
THE WORDS "INCLUDE", "INCLUDES" AND "INCLUDING"
SHALL BE DEEMED TO BE FOLLOWED BY THE PHRASE "WITHOUT LIMITATION".
THE WORD
"WILL" SHALL BE CONSTRUED TO HAVE THE SAME MEANING AND EFFECT AS THE WORD
"SHALL".
IN THE COMPUTATION OF PERIODS OF TIME FROM A SPECIFIED DATE TO A LATER
SPECIFIED DATE, THE WORD "FROM" MEANS "FROM AND INCLUDING" AND THE WORD "TO"
MEANS "TO BUT EXCLUDING".
UNLESS THE CONTEXT REQUIRES OTHERWISE (I) ANY
DEFINITION OF OR REFERENCE TO ANY AGREEMENT, INSTRUMENT OR OTHER DOCUMENT HEREIN
SHALL BE CONSTRUED AS REFERRING TO SUCH AGREEMENT,