"Commitment" shall mean as to any Lender, the obligation of
such Lender to make a Loan to the Borrower hereunder in a principal
amount not to exceed the amount set forth under the heading
"Commitment" opposite such Lender's name on Schedule 1. The original
aggregate principal amount of all of the Commitments is
"Commonly Controlled Entity" shall mean an entity, whether or
not incorporated, which is under common control with the Borrower or
the Guarantor within the meaning of Section 4001 of ERISA or is part
of a group which includes the Borrower or the Guarantor and which is
treated as a single employer under Section 414(b) or (c) of the Code,
or solely for purposes of determining liability under Section 412 of
the Code, which is treated as a single employer under Section 414(b),
(c), (m) or (o) of the Code.
"Confidential Information Memorandum" shall mean the
Confidential Information Memorandum with respect to the Guarantor and
the Facility dated August 1999.
"Conservator" shall mean a guardian, conservator or committee
for the Guarantor.
"Conservatorship" shall mean a guardianship, committee or
conservatorship of the Guarantor.
"Contractual Obligation" shall mean as to any Person, any
provision of any security issued by such Person or of any agreement,
contract, indenture, mortgage, deed of trust, instrument or other
undertaking to which such Person is a party or by which it or any of
its property or assets is bound.
"Control Agreement" shall mean the Securities Account Control
Agreement entered into among the Borrower, the Administrative Agent
and Commerzbank Capital Markets Corp. substantially in the form of
Exhibit A-1 to the Stock Pledge Agreement.
"Co-Syndication Agents" shall have the meaning provided in the
"Cut-Off Date" shall have the meaning provided in Section
"Default" shall mean any event, occurrence or circumstance,
which with the giving of notice or the lapse of time, or both, would
constitute an Event of Default.
"Documentation Agent" shall have the meaning provided in the
"Dollars" and "$" shall mean dollars in lawful currency of the
United States of America.
"Effective Date" shall mean the first date on which the
conditions precedent set forth in Section 4.1 shall be satisfied.
"ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time.