SHALL BE INTERPRETED, ALL
ACCOUNTING DETERMINATIONS HEREUNDER (INCLUDING WITHOUT LIMITATION DETERMINATIONS
MADE PURSUANT TO THE EXHIBITS HERETO) SHALL BE MADE, AND ALL FINANCIAL
STATEMENTS REQUIRED TO BE DELIVERED HEREUNDER SHALL BE PREPARED ON A
CONSOLIDATED BASIS IN ACCORDANCE WITH GAAP APPLIED ON A BASIS CONSISTENT WITH
THE MOST RECENT AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF HOLDINGS AND ITS
CONSOLIDATED SUBSIDIARIES DELIVERED TO AGENT AND EACH OF THE LENDERS.
IF AT ANY
TIME ANY CHANGE IN GAAP WOULD AFFECT THE COMPUTATION OF ANY FINANCIAL RATIO OR
FINANCIAL REQUIREMENT SET FORTH IN ANY FINANCING DOCUMENT, AND EITHER BORROWERS
OR THE REQUIRED LENDERS SHALL SO REQUEST, THE AGENT, THE LENDERS AND BORROWERS
SHALL NEGOTIATE IN GOOD FAITH TO AMEND SUCH RATIO OR REQUIREMENT TO PRESERVE THE
ORIGINAL INTENT THEREOF IN LIGHT OF SUCH CHANGE IN GAAP (SUBJECT TO THE APPROVAL
OF THE REQUIRED LENDERS); PROVIDED THAT, UNTIL SO AMENDED, (I) SUCH RATIO OR
REQUIREMENT SHALL CONTINUE TO BE COMPUTED IN ACCORDANCE WITH GAAP PRIOR TO SUCH
CHANGE THEREIN AND (II) BORROWERS SHALL PROVIDE TO THE AGENT AND THE LENDERS
FINANCIAL STATEMENTS AND OTHER DOCUMENTS REQUIRED UNDER THIS AGREEMENT WHICH
INCLUDE A RECONCILIATION BETWEEN CALCULATIONS OF SUCH RATIO OR REQUIREMENT MADE
BEFORE AND AFTER GIVING EFFECT TO SUCH CHANGE IN GAAP.
ALL AMOUNTS USED FOR
PURPOSES OF FINANCIAL CALCULATIONS REQUIRED TO BE MADE HEREIN SHALL BE WITHOUT
DUPLICATION.
SECTION 1.3
OTHER DEFINITIONAL PROVISIONS.
REFERENCES IN THIS
AGREEMENT TO "ARTICLES", "SECTIONS", "ANNEXES" OR "EXHIBITS" SHALL BE TO
ARTICLES, SECTIONS, ANNEXES OR EXHIBITS OF OR TO THIS AGREEMENT UNLESS OTHERWISE
SPECIFICALLY PROVIDED.
ANY TERM DEFINED HEREIN MAY BE USED IN THE SINGULAR OR
PLURAL.
"INCLUDE", "INCLUDES" AND "INCLUDING" SHALL BE DEEMED TO BE FOLLOWED BY
"WITHOUT LIMITATION".
EXCEPT AS OTHERWISE SPECIFIED HEREIN, REFERENCES
TO ANY PERSON INCLUDE THE SUCCESSORS AND ASSIGNS OF SUCH PERSON.
REFERENCES
"FROM" OR "THROUGH" ANY DATE MEAN, UNLESS OTHERWISE SPECIFIED, "FROM AND
INCLUDING" OR "THROUGH AND INCLUDING", RESPECTIVELY.
REFERENCES TO ANY STATUTE
OR ACT SHALL INCLUDE ALL RELATED CURRENT REGULATIONS AND ALL AMENDMENTS AND ANY
SUCCESSOR STATUTES, ACTS AND REGULATIONS.
ARTICLE II
LOANS AND LETTERS OF CREDIT
SECTION 2.1
TERM LOAN.
(A)
TERM LOAN AMOUNT.
ON THE TERMS AND SUBJECT TO THE CONDITIONS SET
FORTH HEREIN, THE LENDERS HEREBY AGREE TO MAKE A TERM LOAN IN AN ORIGINAL
PRINCIPAL AMOUNT EQUAL TO $17,000,000 ("TERM LOAN") TO BORROWERS ON THE CLOSING
DATE.
EACH LENDER'S OBLIGATION TO FUND THE TERM LOAN SHALL BE LIMITED TO SUCH
LENDER'S TERM LOAN COMMITMENT PERCENTAGE OF THE TERM LOAN AND NO LENDER SHALL
HAVE ANY OBLIGATION TO FUND ANY PORTION OF THE TERM LOAN REQUIRED TO BE FUNDED
BY ANY OTHER LENDER, BUT NOT SO FUNDED.
BORROWERS SHALL NOT HAVE ANY RIGHT TO
RE-BORROW ANY PORTION OF THE TERM LOAN WHICH ARE REPAID OR PREPAID FROM TIME TO
TIME.
(B)
SCHEDULED REPAYMENTS.
THERE SHALL BECOME DUE AND PAYABLE, AND
BORROWERS SHALL REPAY THE TERM LOAN THROUGH, EQUAL QUARTERLY SCHEDULED PAYMENTS
OF $850,000 EACH (OR, IF LESS, THE OUTSTANDING AMOUNT OF THE APPLICABLE LOAN) ON
MARCH 31, JUNE 30,