to $23,000,000, the proceeds of which will be used to pay
certain specified obligations of the Borrowers, to fund general working capital
requirements and to make certain specified acquisitions.
Subject to the terms and conditions set forth herein, Agent is willing to act as
agent for the Lenders and each Lender is willing to make loans to the Borrowers
in an aggregate amount not in excess of its Commitment hereunder.
Accordingly, the parties hereto hereby agree as follows:
1.
DEFINITIONS AND CONSTRUCTION.
1.1
DEFINITIONS. EXCEPT AS OTHERWISE PROVIDED HEREIN, CAPITALIZED
TERMS USED IN THIS AGREEMENT SHALL HAVE THE MEANINGS SPECIFIED THEREFOR ON
SCHEDULE 1.1.
1.2
ACCOUNTING TERMS. ALL ACCOUNTING TERMS NOT SPECIFICALLY DEFINED
HEREIN SHALL BE CONSTRUED IN ACCORDANCE WITH GAAP. WHEN USED HEREIN, THE TERM
"FINANCIAL STATEMENTS" SHALL INCLUDE THE NOTES AND SCHEDULES THERETO. WHENEVER
THE TERM "BORROWERS" OR THE TERM "PARENT" IS USED IN RESPECT OF A FINANCIAL
COVENANT OR A RELATED DEFINITION, IT SHALL BE UNDERSTOOD TO MEAN PARENT AND ITS
SUBSIDIARIES ON A CONSOLIDATED BASIS UNLESS THE CONTEXT CLEARLY REQUIRES
OTHERWISE.
1.3
CODE. ANY TERMS USED IN THIS AGREEMENT THAT ARE DEFINED IN THE
CODE SHALL BE CONSTRUED AND DEFINED AS SET FORTH IN THE CODE UNLESS OTHERWISE
DEFINED HEREIN, PROVIDED, HOWEVER, THAT TO THE EXTENT THAT THE CODE IS USED TO
DEFINE ANY TERM HEREIN AND SUCH TERM IS DEFINED DIFFERENTLY IN DIFFERENT
DIVISIONS OF THE CODE, THE DEFINITION OF SUCH TERM CONTAINED IN ARTICLE 9 SHALL
GOVERN.
1.4
CONSTRUCTION. UNLESS THE CONTEXT OF THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT CLEARLY REQUIRES OTHERWISE, REFERENCES TO THE PLURAL INCLUDE THE
SINGULAR, REFERENCES TO
THE SINGULAR INCLUDE THE PLURAL, THE TERMS "INCLUDES" AND "INCLUDING" ARE NOT
LIMITING, THE TERM "OR" HAS, EXCEPT WHERE OTHERWISE INDICATED, THE INCLUSIVE
MEANING REPRESENTED BY THE PHRASE "AND/OR," AND ANY PROVISION THAT IS SET FORTH
HEREIN AS PART OF A LIST OR SERIES IS TO BE CONSTRUED IN A MANNER THAT DOES NOT
RESULT IN DUPLICATION OF ANY OTHER PROVISION IN SUCH LIST OR SERIES. THE WORDS
"HEREOF," "HEREIN," "HEREBY," "HEREUNDER," AND SIMILAR TERMS IN THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT REFER TO THIS AGREEMENT OR SUCH OTHER LOAN DOCUMENT,
AS THE CASE MAY BE, AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION OF THIS
AGREEMENT OR SUCH OTHER LOAN DOCUMENT, AS THE CASE MAY BE. SECTION, SUBSECTION,
CLAUSE, SCHEDULE, AND EXHIBIT REFERENCES HEREIN ARE TO THIS AGREEMENT UNLESS
OTHERWISE SPECIFIED. ANY REFERENCE IN THIS AGREEMENT OR IN THE OTHER LOAN
DOCUMENTS TO ANY AGREEMENT, INSTRUMENT, OR DOCUMENT SHALL INCLUDE ALL
ALTERATIONS, AMENDMENTS, CHANGES, EXTENSIONS, MODIFICATIONS, RENEWALS,
REPLACEMENTS, SUBSTITUTIONS, JOINDERS, AND SUPPLEMENTS, THERETO AND THEREOF, AS
APPLICABLE (SUBJECT TO ANY RESTRICTIONS ON SUCH ALTERATIONS, AMENDMENTS,
CHANGES, EXTENSIONS, MODIFICATIONS, RENEWALS, REPLACEMENTS, SUBSTITUTIONS,
JOINDERS, AND SUPPLEMENTS SET FORTH HEREIN). ANY REFERENCE HEREIN TO THE
SATISFACTION OR REPAYMENT IN FULL OF THE OBLIGATIONS SHALL MEAN THE REPAYMENT IN
FULL IN CASH (OR CASH COLLATERALIZATION IN ACCORDANCE WITH THE TERMS HEREOF) OF
ALL OBLIGATIONS OTHER THAN CONTINGENT INDEMNIFICATION OBLIGATIONS. ANY REFERENCE
HEREIN