SCHEDULES,
EXHIBITS AND ANNEXES THERETO.
1.1.62
"LONDON BANKING DAY" MEANS A DAY ON WHICH DEALINGS IN DOLLARS
DEPOSITS ARE TRANSACTED IN THE LONDON INTERBANK MARKET.
1.1.63
"MAJORITY BANKS" SHALL HAVE THE MEANING SET FORTH IN SECTION 10.8
HEREOF.
1.1.64
"NET INCOME" MEANS THE CONSOLIDATED GROSS REVENUES OF THE BORROWERS
AND THEIR RESPECTIVE SUBSIDIARIES FOR THE PERIOD IN QUESTION, LESS ALL EXPENSES
AND OTHER PROPER CHARGES OR CREDITS (INCLUDING TAXES ON INCOME), ALL DETERMINED
IN ACCORDANCE WITH GAAP, BUT IN ANY EVENT, EXCLUDING FROM NET INCOME:
(I) ANY
GAIN OR LOSS ARISING FROM ANY WRITE-UP OF ASSETS, EXCEPT TO THE EXTENT INCLUSION
THEREOF SHALL BE
9
APPROVED IN WRITING BY THE BANKS; (II) EARNINGS OF ANY SUBSIDIARY ACCRUED PRIOR
TO THE DATE IT BECAME A SUBSIDIARY; (III) THE NET EARNINGS OF ANY BUSINESS
ENTITY (OTHER THAN A SUBSIDIARY, WHICH TERM, FOR PURPOSES OF THIS CLAUSE (III),
SHALL BE DEEMED TO INCLUDE A BUSINESS ENTITY IN WHICH ANY BORROWER OR ANY
SUBSIDIARY HAS AN OWNERSHIP INTEREST OF MORE THAN 20% BUT NOT MORE THAN 50%) IN
WHICH ANY BORROWER OR ANY SUBSIDIARY HAS AN OWNERSHIP INTEREST, EXCEPT TO THE
EXTENT SUCH NET EARNINGS SHALL HAVE ACTUALLY BEEN RECEIVED BY SUCH BORROWER OR
SUCH SUBSIDIARY IN THE FORM OF CASH DISTRIBUTIONS; (IV) THE PROCEEDS OF ANY LIFE
INSURANCE POLICY; (V) ANY DEFERRED OR OTHER CREDIT REPRESENTING ANY EXCESS OF
THE EQUITY OF ANY SUBSIDIARY AT THE DATE OF ACQUISITION THEREOF OVER THE AMOUNT
INVESTED IN SUCH SUBSIDIARY; AND (VI) ANY REVERSAL OF ANY CONTINGENCY RESERVE,
EXCEPT TO THE EXTENT THAT PROVISION FOR SUCH CONTINGENCY RESERVE SHALL BE MADE
FROM INCOME ARISING DURING SUCH PERIOD.
1.1.65
"NOTES" SHALL HAVE THE MEANING SET FORTH IN SECTION 2.1 HEREOF.
1.1.66
"OBLIGATIONS" MEANS ANY AND ALL OBLIGATIONS OF THE BORROWERS TO THE
AGENT OR ANY BANK OF EVERY KIND AND DESCRIPTION, DIRECT OR INDIRECT, ABSOLUTE OR
CONTINGENT, PRIMARY OR SECONDARY, DUE OR TO BECOME DUE, NOW EXISTING OR
HEREAFTER ARISING (INCLUDING HEDGING OBLIGATIONS AND L/C OBLIGATIONS),
REGARDLESS OF HOW THEY ARISE OR BY WHAT AGREEMENT OR INSTRUMENT THEY MAY BE
EVIDENCED OR WHETHER EVIDENCED BY ANY AGREEMENT OR INSTRUMENT, AND INCLUDES
OBLIGATIONS TO PERFORM ACTS AND TO REFRAIN FROM ACTING AS WELL AS OBLIGATIONS TO
PAY MONEY.
1.1.67
"PARTICIPANT" SHALL HAVE THE MEANING SET FORTH IN SECTION 10.10
HEREOF.
1.1.68
"PBGC" SHALL HAVE THE MEANING SET FORTH IN SECTION 3.13 HEREOF.
1.1.69
"PENSION PLAN" AND "PENSION PLANS" SHALL HAVE THE MEANINGS SET FORTH
IN SECTION 3.13 HEREOF.
1.1.70
"PERSON" INCLUDES AN INDIVIDUAL, A COMPANY, A CORPORATION, AN
ASSOCIATION, A PARTNERSHIP, A LIMITED LIABILITY COMPANY, A LIMITED LIABILITY
PARTNERSHIP, A JOINT VENTURE, AN UNINCORPORATED TRADE OR BUSINESS ENTERPRISE, A
TRUST, AN ESTATE, OR A GOVERNMENT (NATIONAL, REGIONAL OR LOCAL) OR AN AGENCY,
INSTRUMENTALITY OR OFFICIAL THEREOF.
1.1.71
"PLAN" AND "PLANS" SHALL HAVE THE MEANINGS SET FORTH IN SECTION 3.13
HEREOF.
1.1.72
"PRIME RATE" MEANS A RATE PER ANNUM EQUAL TO THE RATE OF INTEREST
ANNOUNCED BY THE AGENT IN BOSTON, MASSACHUSETTS FROM TIME TO TIME AS ITS