or more classes of
Capital Stock of such Person having general voting powers to elect at least a
majority of the board of directors, managers or trustees of such Person,
irrespective of whether at the time Capital Stock of any other class or classes
have or might have voting power by reason of the happening of any contingency,
and (b) any Capital Stock of such Person convertible or exchangeable without
restriction at the option of the holder thereof into Capital Stock of such
Person described in clause (a) of this definition.
"Weighted Average Life to Maturity" means, when applied to any Indebtedness at
any date, the number of years obtained by dividing: (i) the sum of the products
obtained by multiplying (a) the amount of each then remaining installment,
sinking fund, serial maturity or other required payments of principal, including
payment at final maturity, in respect thereof, by (b) the number of years
(calculated to the nearest one-twelfth) that will elapse between such date and
the making of such payment; by (ii) the then outstanding principal amount of
such Indebtedness.
"Working Capital" means, as at any date of determination, the excess or
deficiency of Current Assets over Current Liabilities.
"Working Capital Adjustment" means, for any period of determination, the amount
(which may be a negative number) by which Working Capital as of the beginning of
such period exceeds (or is less than) the Working Capital as of the end of such
period.
SECTION 1.2.
ACCOUNTING TERMS.
EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL ACCOUNTING TERMS NOT OTHERWISE DEFINED
HEREIN SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN CONFORMITY WITH GAAP.
FINANCIAL STATEMENTS AND OTHER INFORMATION REQUIRED TO BE DELIVERED BY THE
BORROWER TO LENDERS PURSUANT TO SECTION 5.1(A), 5.1(B) AND 5.1(C) SHALL BE
PREPARED IN ACCORDANCE WITH GAAP AS IN EFFECT AT THE TIME OF SUCH PREPARATION
(AND DELIVERED TOGETHER WITH THE RECONCILIATION STATEMENTS PROVIDED FOR IN
SECTION 5.1(F), IF APPLICABLE).
SUBJECT TO THE FOREGOING, CALCULATIONS IN
CONNECTION WITH THE DEFINITIONS, COVENANTS AND OTHER PROVISIONS HEREOF SHALL
UTILIZE ACCOUNTING PRINCIPLES AND POLICIES IN CONFORMITY WITH THOSE USED TO
PREPARE THE FINANCIAL STATEMENTS.
27
ARTICLE II
TERM LOANS
SECTION 2.1.
TERM LOANS.
(A)
DURING THE TERM LOAN COMMITMENT PERIOD,
SUBJECT TO AND UPON THE TERMS AND CONDITIONS HEREOF AND RELYING ON THE
REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN, EACH LENDER, SEVERALLY, AND NOT
JOINTLY AND SEVERALLY, AGREES TO MAKE TERM LOANS TO THE BORROWER IN THE
AGGREGATE AMOUNT UP TO BUT NOT EXCEEDING SUCH LENDER'S TERM LOAN COMMITMENT.
NO
LENDER SHALL HAVE AN OBLIGATION TO MAKE A TERM LOAN IN EXCESS OF SUCH LENDER'S
PRO RATA SHARE OF THE TERM LOAN COMMITMENT.
ANY PRINCIPAL AMOUNTS OF THE TERM
LOAN SUBSEQUENTLY REPAID OR PREPAID MAY NOT BE RE-BORROWED.
(B)
EACH LENDER'S UNFUNDED TERM LOAN COMMITMENT
SHALL TERMINATE IMMEDIATELY AND WITHOUT FURTHER ACTION ON THE TERM LOAN
COMMITMENT TERMINATION DATE.
(C)
THE TERM LOANS SHALL (I) BEAR INTEREST AS
PROVIDED IN SECTION 2.7 HEREOF AND (II) BE ENTITLED TO THE SECURITY INTERESTS,