INDEMNITOR, ACCOUNT PARTY WITH
RESPECT TO A LETTER OF CREDIT OR OTHERWISE, AND ARISING OUT OF, INCURRED
PURSUANT TO OR IN CONNECTION WITH ANY LENDER PARTY SWAP DOCUMENT, AND ANY AND
ALL EXTENSIONS AND RENEWALS OF ANY OF THE SAME.
"LENDERS" MEANS THOSE LENDERS EXECUTING THIS AGREEMENT AS LENDERS, AND ANY OTHER
PERSON THAT SHALL BECOME A LENDER HEREUNDER PURSUANT TO THE TERMS HEREOF.
"LETTER OF CREDIT" MEANS EACH LETTER OF CREDIT ISSUED PURSUANT TO SECTION 4.1 OF
THIS AGREEMENT.
"LETTER OF CREDIT ADVANCES" MEANS ALL AMOUNTS OWING TO ISSUING LENDER UNDER ANY
LETTER OF CREDIT AGREEMENT, INCLUDING, WITHOUT LIMITATION, ALL DRAFTS PAID BY
ISSUING LENDER UNDER ANY LETTER OF CREDIT AND WITH RESPECT TO WHICH AND TO THE
EXTENT THAT ISSUING LENDER HAS NOT BEEN REIMBURSED, AND ALL AMOUNTS OWING TO
LENDERS WHO PURCHASE THEIR PRO RATA SHARE OF LETTER OF CREDIT ADVANCES IN
ACCORDANCE WITH THIS AGREEMENT.
"LETTER OF CREDIT AGREEMENT" MEANS THIS AGREEMENT AND ANY OTHER AGREEMENT OF
BORROWER WITH ISSUING LENDER AND RELATING TO BORROWER'S OBLIGATION TO REIMBURSE
ISSUING LENDER WITH RESPECT TO AMOUNTS PAID UNDER ANY LETTER OF CREDIT OR THE
GRANTING OF A LIEN TO AGENT TO SECURE ANY SUCH OBLIGATION, TOGETHER WITH ANY AND
ALL EXTENSIONS, REVISIONS, MODIFICATIONS OR AMENDMENTS AT ANY TIME MADE THERETO.
"LETTER OF CREDIT COMMITMENT" MEANS THE LESSER OF (I) TEN MILLION AND 00/100
DOLLARS ($10,000,000.00); OR (II) THE UNUSED REVOLVING LOAN COMMITMENT.
"LETTER OF CREDIT FACILITY FEE" MEANS AN ANNUAL FEE PAYABLE BY BORROWERS TO
ISSUING LENDER WITH RESPECT TO EACH LETTER OF CREDIT, IN AN AMOUNT EQUAL TO
(I) THE STATED AMOUNT OF SUCH LETTER OF CREDIT, MULTIPLIED BY (II) THE LIBOR
MARGIN AT THE TIME OF ISSUANCE OR RENEWAL (AS APPLICABLE) OF SUCH LETTER OF
CREDIT (BUT NOT LESS THAN $500.00), SUCH FEE TO BE PAYABLE UPON THE ISSUANCE OF
SUCH LETTER OF CREDIT AND UPON EACH ANNIVERSARY DATE OF THE ISSUANCE OF SUCH
LETTER OF CREDIT, SO LONG AS THE SAME IS OUTSTANDING.
"LIABILITIES" MEANS ALL INDEBTEDNESS THAT, IN ACCORDANCE WITH GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES, SHOULD BE CLASSIFIED AS LIABILITIES ON A BALANCE SHEET OF
A PERSON.
19
"LIBOR MARGIN" MEANS (I) UNTIL THE DELIVERY OF THE FIRST COMPLIANCE CERTIFICATE
REQUIRED HEREUNDER AND THE ADJUSTMENT OF THE LIBOR MARGIN AS PROVIDED HEREIN,
TWO AND ONE-QUARTER PERCENT (2.25%), AND (II) THEREAFTER, A PERCENTAGE BASED
UPON THE RATIO OF FUNDED DEBT TO EBITDA OF THE BORROWER CONSOLIDATED GROUP, AS
FOLLOWS:
Ratio of Funded Debt to EBITDA
LIBOR Margin
Equal to or greater than 3.0 to 1.0
2.75
%
Equal to or greater than 2.5 to 1.0, but less than 3.0 to 1.0
2.50
%
Equal to or greater than 2.0 to 1.0, but less than 2.5 to 1.0
2.25
%
Equal to or greater than 1.5 to 1.0, but less than 2.0 to 1.0
2.00
%
Less than 1.5 to 1.0
1.75
%
"LIBOR MARKET INDEX RATE" MEANS, FOR ANY DAY, THE RATE FOR 1 MONTH U.S. DOLLAR
DEPOSITS AS REPORTED ON REUTERS SCREEN LIBOR01 PAGE