SHALL HAVE THE
MEANINGS SET FORTH BELOW (SUCH MEANINGS TO BE EQUALLY APPLICABLE TO THE SINGULAR
AND PLURAL FORMS THEREOF):
"ABR RATE BORROWING" MEANS A BORROWING BEARING INTEREST BASED AT A RATE
DETERMINED BY REFERENCE TO THE ABR RATE.
"ABR RATE" MEANS THE HIGHER OF (I) THE RATE OF INTEREST PUBLICLY ANNOUNCED BY
WACHOVIA AS ITS "PRIME RATE", SUBJECT TO EACH INCREASE OR DECREASE IN SUCH PRIME
RATE, EFFECTIVE AS OF THE FIRST DAY OF THE MONTH AFTER ANY SUCH CHANGE OCCURS,
OR (II) THE FEDERAL FUNDS EFFECTIVE RATE FROM TIME TO TIME PLUS ONE-HALF OF ONE
PERCENT (0.50%).
"ABR MARGIN" MEANS (I) UNTIL THE DELIVERY OF THE FIRST COMPLIANCE CERTIFICATE
REQUIRED HEREUNDER AND THE ADJUSTMENT OF THE ABR MARGIN AS PROVIDED HEREIN, ZERO
PERCENT (0.00%), 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
ABR Margin
Equal to or greater than 3.0 to 1.0
0.75
%
Equal to or greater than 2.5 to 1.0, but less than 3.0 to 1.0
0.50
%
Equal to or greater than 2.0 to 1.0, but less than 2.5 to 1.0
0.25
%
Equal to or greater than 1.5 to 1.0, but less than 2.0 to 1.0
0.00
%
Less than 1.5 to 1.0
-0.25
%
"ACQUISITION" MEANS ANY ACQUISITION (WHETHER IN A SINGLE TRANSACTION OR SERIES
OF RELATED TRANSACTIONS) OF (I) ANY GOING BUSINESS, OR ALL OR SUBSTANTIALLY ALL
OF THE ASSETS OF ANY PERSON, WHETHER THROUGH PURCHASE, MERGER OR OTHERWISE; OR
(II) EQUITY INTERESTS OF ANY PERSON OF FIVE PERCENT (5%) OR MORE OF THE EQUITY
INTERESTS OR VOTING POWER OF SUCH PERSON.
"ADJUSTED ABR RATE" MEANS AN INTEREST RATE EQUAL TO THE SUM OF (I) THE ABR RATE,
PLUS (II) THE ABR MARGIN.
"ADJUSTED LIBOR MARKET INDEX RATE" MEANS AN INTEREST RATE EQUAL TO THE SUM OF
(I) THE LIBOR MARKET INDEX RATE, PLUS (II) THE LIBOR MARGIN.
"ADJUSTED LIBOR RATE" MEANS, FOR EACH RESPECTIVE LIBOR RATE INTEREST PERIOD, AN
INTEREST RATE EQUAL TO THE SUM OF (I) THE APPLICABLE LIBOR RATE, PLUS (II) THE
LIBOR MARGIN.
"ADVANCE" MEANS EACH LOAN OF MONEY OR CREDIT MADE OR EXTENDED TO OR FOR THE
BENEFIT OF BORROWER BY ANY LENDER PARTY PURSUANT TO THIS AGREEMENT.
"AFFILIATE" MEANS, WITH RESPECT TO ANY APPLICABLE PERSON, (A) ANY OFFICERS OR
DIRECTORS OF SUCH PERSON, (B) ANY SUBSIDIARY OF SUCH PERSON, OR (C) ANY OTHER
PERSON THAT HAS A RELATIONSHIP WITH THE APPLICABLE PERSON WHEREBY EITHER OF SUCH
PERSONS DIRECTLY OR INDIRECTLY CONTROLS OR IS CONTROLLED BY OR IS UNDER COMMON
CONTROL WITH THE OTHER OF SUCH PERSONS.
THE TERM "CONTROL" MEANS THE
POSSESSION, DIRECTLY OR INDIRECTLY, OF THE POWER, WHETHER OR NOT EXERCISED, TO
DIRECT OR CAUSE THE DIRECTION OF THE MANAGEMENT OR POLICIES OF ANY PERSON,
WHETHER THROUGH OWNERSHIP OF VOTING SECURITIES, BY CONTRACT OR OTHERWISE.
2
"AGENT" MEANS WACHOVIA, IN ITS CAPACITY AS AGENT HEREUNDER, ITS SUCCESSORS AND
ASSIGNS, AND UNLESS THE CONTEXT MAY