Loan Docements shall mean this Agreement, all Promissory Notes and Supplements, and all
instruments or documents relating t: this Agreement or the Promissory Nores and Supplements.
incliding, withour limitation, all applications, certificates, opinions of counscl, mortgages, decds of
ULst, Security agreements, guaranties, interest rate risk management agreements {including the [SDA
2002 Master Agreement and all schedules thereto),and pledge agreements.
Long-Term Debt shall mean for the Company on a consolidated basis the sum of (a} all
indebtedness for borrswed money. (b) obligations which are evidenced by notes, bonds. debentures
or similar instruments, é¢) that portion of obligations with respect to capital leases or other
capitalized agreements that are properly classified as a liability on the balance sheet in conformity
with GAAP or which are treated as operating leases under regulations applicable to them but which
otherwise would be required ta be capitatized under GAAP, and (d} indebtedness or obligations
guarantied by the Company or secured by any Lien on any property of the Company. in each case
having a maturity of move than one year from the date of its creation or having a maturity within sne
year from such date but that is renewable or extendible, at the Company's option, to a date more than
one year from such date or that arises under a revolving credit or similar agreement that ablipates the
jender(s} to extend credit during a period of more than one sear ‘rom such cate, including ail current
matures in respect of such indebtedness whether or not required to be paid within one year from
the date of its creation.
Material Adverse Effect shall ntean a material adverse effect on the condition, financiai or
otherwise, operations, properti@s. margins or business of the Company or any Subsidiary or on the
ability of the Company or an} Subsidiary to perform its obligations under the Laan Documents
Money Pool Agreement shal! mean thai certain Vioney Poc! Agreement dated as of January
1, 2006, among the Guarantor, the Company, P'WW, and other affiliates of the Guarantor.
et Worth shail mean the disference between total assets less total l:abilities {both a,
determined on a consolidated basis in accordance with GAAP consistently applied or the appropriate
standards of the regulatory agency having jurisdiction over the Company).
Person siiai, mican an individual, partnership, limited liabilin company, corporation.
bustness irust, joint stock carmpany, trust, unincorperated associagion, joint venture, governmental!
aathority. or other entily of whalever nature,
Promissory Note and Suppiement shall have the meaning set forth in Section 2.01 of the
Agreement
PW'W shall have the meaning set forth in Section 3.01¢C} hereof.
Subsidiary shali mean, as to the Company, a corporation, partnership, limited liability
company, joint venture, or other Person of which shares of stock or other equity interests having
ordinary voting power to elcet a majority of the board of directors or other managers of such
corporation, partnership. limited fiablhny company, joint venture, or other Person are at the time
owned, or the management of which is otherwise cantrofled. directly or indirect/y, through one or
more intermediaries. or both, by the Company,
Leo
