equity contributed by Parent to Holdings during the period between the
Amendment and Restatement Effective Date and such date, minus (b) the amount
expended by Holdings and its Subsidiaries during such period in respect of (i)
expenditures which would otherwise be Capital Expenditures but for the exclusion
set
37
forth in clause (b)(iv) of the definition thereof in this Section 1.1 and (ii)
Investments made pursuant to Section 9.4(e)(i) (other than any such Investments
made with existing cash, cash flow generated by operations and/or the proceeds
of Loans hereunder to the extent permitted under this Agreement).
"U.S.A. PATRIOT Act":
(a) the Trading with the Enemy Act, as amended, and each
of the foreign asset control regulations of the United States Treasury
Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling
legislation or executive order relating thereto, and (b) the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism (USA PATRIOT) Act of 2001, as amended or modified from time
to time.
"Wholly Owned Subsidiary":
with respect to any Person, any corporation,
partnership, limited liability company or other entity of which all of the
equity securities or other ownership interests (other than, in the case of a
corporation, directors' qualifying shares or equity interests held by foreign
nationals, in each case to the extent mandated by applicable law) are directly
or indirectly owned or controlled by such Person or one or more Wholly Owned
Subsidiaries of such Person.
"Withdrawal Liability":
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 1 of Subtitle E of Title IV of ERISA.
1.2.
Other Definitional Provisions.
(a) Unless
otherwise specified therein, all terms defined in this Agreement shall have the
defined meanings when used in the other Loan Documents or any certificate or
other document made or delivered pursuant hereto or thereto.
(B)
AS USED HEREIN AND IN THE OTHER LOAN DOCUMENTS, AND ANY CERTIFICATE
OR OTHER DOCUMENT MADE OR DELIVERED PURSUANT HERETO OR THERETO, ACCOUNTING TERMS
RELATING TO PARENT, HOLDINGS AND ITS SUBSIDIARIES NOT DEFINED IN SECTION 1.1 AND
ACCOUNTING TERMS PARTLY DEFINED IN SECTION 1.1, TO THE EXTENT NOT DEFINED, SHALL
HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM UNDER GAAP.
(C)
THE WORDS "HEREOF", "HEREIN" AND "HEREUNDER" AND WORDS OF SIMILAR
IMPORT WHEN USED IN THIS AGREEMENT SHALL REFER TO THIS AGREEMENT AS A WHOLE AND
NOT TO ANY PARTICULAR PROVISION OF THIS AGREEMENT, AND SECTION, SCHEDULE AND
EXHIBIT REFERENCES ARE TO THIS AGREEMENT UNLESS OTHERWISE SPECIFIED.
(D)
EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE MEANINGS GIVEN TO TERMS
DEFINED HEREIN SHALL BE EQUALLY APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS
OF SUCH TERMS.
(E)
EACH REFERENCE TO THE "CREDIT AGREEMENT" IN ANY LOAN DOCUMENT SHALL
BE DEEMED TO BE A REFERENCE TO THIS AGREEMENT, AS AMENDED, RESTATED AND
SUPPLEMENTED FROM TIME TO TIME AFTER THE DATE HEREOF.
(F)
WHEN THE PAYMENT OF ANY OBLIGATION OR THE