ownership (within the meaning of Rule 13d-3 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended), directly or
indirectly, of securities of Borrower (or other securities convertible into
such securities) representing 40% or more of the combined voting power of all
securities of Borrower entitled to vote in the election of directors; or (ii)
individuals who at the beginning of this Agreement were directors of Borrower
ceasing for any reason to constitute a majority of the Board of Directors of
Borrower unless the Persons replacing such individuals were nominated by the
Board of Directors of Borrower; or (iii) any Person or two or more Persons
acting in concert acquiring by contract or otherwise, or entering into a
contract or arrangement which upon consummation will result in its or their
acquisition of, or control over, securities of Borrower (or other securities
convertible into such securities) representing 40% or more of the combined
voting power of all securities of Borrower entitled to vote in the election of
"Closing" means the time and place of the execution and/or delivery of
the Loan Documents.
"Closing Date" means the 15th day of April, 1997 or at such other date
as the parties elect.
"Code" means the Internal Revenue Code of 1986, as amended from time
"Collateral" means any and all collateral securing the Indebtedness,
as described in Article III hereof.
"Conditions Precedent" means those matters or events that must be
completed or must occur or exist prior to Agent's and Lenders' being obligated
to fund any Advance, including, but not limited to, those matters described in
Article V hereof.
"Consolidated Net Income" means, for any period, the net income on a
consolidated basis of Borrower, its Subsidiaries, the Partnerships, the LLC's,
and any other Persons that prepare financial statements on a consolidated basis
under Borrower for such period, determined in accordance with GAAP.
"Consolidated Statements" means Financial Statements of the Borrower
on a consolidated basis.
"Consolidated Net Worth" means (a) the aggregate amount of all assets
of the Borrower (determined on a consolidated basis) as may properly be
classified as such, less (b) the aggregate amount (as determined on a
consolidated basis) of (i) all current liabilities of the Borrower, (ii) all
deferred taxes of the Borrower, (iii) all long term debt of Borrower, and (iv)