5
WHICH THE LENDER IS GRANTED A SECURITY INTEREST OR LIEN PURSUANT TO THE LOAN
DOCUMENTS OR THE INTERIM FINANCING ORDER OR ANY OTHER ORDER ENTERED OR ISSUED BY
THE BANKRUPTCY COURT (AND ANY OTHER ITEMS INCLUDED WITHIN THE DEFINITION OF
"POST-PETITION COLLATERAL" AS SET FORTH IN ANY FINANCING ORDER OR ANY OTHER SUCH
ORDERS).
(J)
"POST-PETITION OBLIGATIONS" SHALL MEAN ALL OF THE DEBTOR'S
LIABILITIES AND OBLIGATIONS UNDER THE POST-PETITION AGREEMENTS, INCLUDING,
WITHOUT LIMITATION, WITH RESPECT TO THE LOANS TO BE MADE AFTER THE COMMENCEMENT
OF THE CHAPTER 11 CASE, INCLUDING, WITHOUT LIMITATION, THE OBLIGATIONS TO PAY
ALL PRINCIPAL, INTEREST THEREON (INCLUDING, WITHOUT LIMITATION, INTEREST
ACCRUING THEREON AT THE DEFAULT RATE), FEES AND EXPENSES, AND TO PROVIDE LENDER
WITH ADEQUATE PROTECTION OF ITS INTERESTS IN THE PRE-PETITION COLLATERAL AND
OTHER PROPERTY TO BE USED, SOLD, LEASED OR OTHERWISE DISPOSED OF BY THE DEBTOR
AFTER THE COMMENCEMENT OF THE CHAPTER 11 CASE UNDER THE TERMS OF THE FINANCING
ORDER (INCLUDING, WITHOUT LIMITATION, COVERAGE AS TO THE ACCOUNT OF ANY LOSS,
DAMAGES, DEPLETION, DIMINUTION OR DEPRECIATION RESULTING FROM THE DEBTOR'S USE
(OR IN THE CASE OF INVENTORY, SALE) OF SUCH PROPERTY.
(K)
"PRE-PETITION COLLATERAL" SHALL MEAN ALL OF THE COLLATERAL, WHICH
INCLUDES ALL OF THE DEBTOR'S PROPERTY, INCLUDING, WITHOUT LIMITATION, AND BY WAY
OF GENERAL DESCRIPTION ONLY, INVENTORY, ACCOUNTS RECEIVABLE, MACHINERY,
EQUIPMENT, FURNITURE AND FIXTURES, REAL PROPERTY, GENERAL INTANGIBLES AND THE
CASH AND NON-CASH PROCEEDS THEREOF.
(L)
"PRE-PETITION FINANCING AGREEMENTS" SHALL MEAN THE LOAN DOCUMENTS
AS IN EFFECT IMMEDIATELY PRIOR TO THE FILING DATE.
(M)
"PRE-PETITION OBLIGATIONS" SHALL MEAN THE LOANS MADE BY THE LENDER
TO BORROWER UNDER THE PRE-PETITION FINANCING AGREEMENTS IN THE AGGREGATE UNPAID
PRINCIPAL AMOUNT OF $8,026,345.15, AS OF THE FILING DATE PLUS ACCRUED AND
ACCRUING INTEREST, FEES, COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION,
REASONABLE ATTORNEYS' FEES AND EXPENSES EARNED OR INCURRED BY LENDER UNDER THE
PRE-PETITION FINANCING AGREEMENTS, AND ALL OTHER DEBTS, LIABILITIES AND
OBLIGATIONS OF BORROWER THEREUNDER.
(N)
"RATIFICATION AND AMENDMENT AGREEMENT" SHALL MEAN THAT CERTAIN
RATIFICATION AND AMENDMENT AGREEMENT DATED AS OF OCTOBER
, 2005 AMONG
BORROWER AND LENDER, INCLUDING AS AMENDED, SUPPLEMENTED, MODIFIED AND/OR
RESTATED FROM TIME TO TIME.
(O)
"RATIFICATION AND AMENDMENT AGREEMENT RESERVE" SHALL MEAN AN
AMOUNT EQUAL TO $120,000.
(P)
"SPECIFIED EVENTS OF DEFAULT" SHALL MEAN THE FOLLOWING DEFAULTS
AND EVENTS OF DEFAULT THAT ARE OCCURRING AND CONTINUING UNDER THE LOAN AGREEMENT
AND LOAN DOCUMENTS: (I) BORROWER'S FAILURE TO COMPLY WITH THE
6
MINIMUM ADJUSTED EBITDA COVENANT SET FORTH ON ANNEX I TO THE LOAN AGREEMENT FOR
THE QUARTERLY TEST PERIOD ENDING JUNE 30, 2005 IN VIOLATION OF SUBSECTION (C) OF
ARTICLE VIII OF THE LOAN AGREEMENT; (II) BORROWER'S COMMENCEMENT OF THE CHAPTER
11 CASE IN VIOLATION OF SUBSECTIONS (G) AND (H) OF ARTICLE VIII OF THE LOAN
AGREEMENT; AND (III) BORROWER'S FAILURE TO TIMELY DELIVER THE ROLLING
THIRTEEN-WEEK CASH FLOW FORECAST REQUIRED TO BE DELIVERED PURSUANT TO
SECTION 6.1(J) OF THE LOAN AGREEMENT ON ONE OR MORE OCCASIONS PRIOR TO THE
COMMENCEMENT OF THE CHAPTER 11 CASE.
(V)
APPENDIX