ON THE APPROPRIATE PAGE OF THE
TELERATE SCREEN.
IF THE AGREED PAGE IS REPLACED OR SERVICE CEASES TO BE
AVAILABLE, THE AGENT MAY SPECIFY ANOTHER PAGE OR SERVICE DISPLAYING THE
APPROPRIATE RATE.
"SEC" MEANS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY
SUCCESSOR THERETO.
"SECURITY" MEANS A MORTGAGE, PLEDGE, LIEN OR OTHER SECURITY INTEREST SECURING
ANY OBLIGATION OF ANY PERSON OR ANY OTHER AGREEMENT OR ARRANGEMENT HAVING A
SUBSTANTIALLY SIMILAR EFFECT.
"SECURITY AGREEMENT" MEANS THE AMENDED AND RESTATED SECURITY AGREEMENT, DATED AS
OF DECEMBER 21, 2006, IN THE FORM OF EXHIBIT B HERETO, BETWEEN THE SECURITY
AGENT AND THE OBLIGOR, AS THE SAME MAY BE FURTHER AMENDED, AMENDED AND RESTATED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, SECURING THE OBLIGATIONS
OF THE OBLIGOR UNDER THIS AGREEMENT AND THE RELEVANT LETTERS OF CREDIT.
"SECURITY DOCUMENTS" MEANS, COLLECTIVELY, THE SECURITY AGREEMENT, THE COLLATERAL
ACCOUNT CONTROL AGREEMENT AND EACH OTHER INSTRUMENT OR AGREEMENT THAT SECURES OR
GUARANTEES THE LETTER OF CREDIT OBLIGATIONS AND THE REIMBURSEMENT OBLIGATIONS.
12
"SINGLE EMPLOYER PLAN" MEANS A PLAN MAINTAINED BY ANY MEMBER OF THE CONTROLLED
GROUP FOR EMPLOYEES OF ANY MEMBER OF THE CONTROLLED GROUP.
"SUBSIDIARY" OF A PERSON MEANS:
(A)
ANY CORPORATION MORE THAN 50% OF THE OUTSTANDING SECURITIES HAVING
ORDINARY VOTING POWER OF WHICH SHALL AT THE TIME BE OWNED OR CONTROLLED,
DIRECTLY OR INDIRECTLY, BY SUCH PERSON OR BY ONE OR MORE OF ITS SUBSIDIARIES OR
BY SUCH PERSON AND ONE OR MORE OF ITS SUBSIDIARIES; OR
(B)
ANY PARTNERSHIP, ASSOCIATION, JOINT VENTURE, LIMITED LIABILITY
COMPANY OR SIMILAR BUSINESS ORGANIZATION MORE THAN 50% OF THE OWNERSHIP
INTERESTS HAVING ORDINARY VOTING POWER OF WHICH SHALL AT THE TIME BE SO OWNED OR
CONTROLLED.
UNLESS OTHERWISE EXPRESSLY PROVIDED, ALL REFERENCES HEREIN TO A
"SUBSIDIARY" SHALL MEAN A SUBSIDIARY OF THE OBLIGOR.
"TAX" MEANS ANY PRESENT OR FUTURE TAX, RATE, DUTY, IMPOST, GOVERNMENTAL CHARGE
OR LEVY, INCLUDING, WITHOUT LIMITATION THERETO, ANY CORPORATION, INCOME (OTHER
THAN ANY TAXES IMPOSED ON OR MEASURED BY THE GROSS INCOME OR PROFITS OF THE
AGENT OR ANY LENDER), VALUE ADDED, CAPITAL GAINS, SALES, TRANSFER, USE, EXCISE,
OCCUPATION, FRANCHISE, PROPERTY, STAMP OR OTHER TAX OR DUTY AND ANY LICENSE,
REGISTRATION AND RECORDING FEE AND ALL PENALTIES, FINES, INTEREST IMPOSED,
ASSESSED OR OTHERWISE PAYABLE IN RESPECT OF ANY OF THE FOREGOING AND ALL
DEDUCTIONS OR WITHHOLDINGS REQUIRED TO BE MADE IN RESPECT OF ANY OF THE
FOREGOING LEVIED, ASSESSED, CHARGED OR REQUIRED BY ANY GOVERNMENT OR TAXING
AUTHORITY IN ANY COUNTRY.
"TOTAL COMMITMENTS" MEANS THE AGGREGATE OF THE COMMITMENTS BEING USD$150,000,000
AT THE DATE OF THIS AGREEMENT.
"UNPAID SUM" MEANS ANY SUM DUE AND PAYABLE BUT UNPAID UNDER THE FUNDAMENTAL
DOCUMENTS.
"U.S. GOVERNMENT SECURITIES" MEANS SECURITIES (TREASURY BILLS, NOTES AND BONDS)
THAT ARE DIRECT OBLIGATIONS OF, AND OBLIGATIONS THE TIMELY PAYMENT OF PRINCIPAL
AND INTEREST ON WHICH IS FULLY GUARANTEED BY, THE U.S. GOVERNMENT AND WHICH ARE
RATED AT LEAST AAA BY S&P AND AAA BY MOODY'S (PROVIDED THAT IF THE RELEVANT
SECURITY HAS A SPLIT RATING, THE LOWER OF THE TWO