BUSINESS DAY, SUCH INTEREST PERIOD SHALL BE
EXTENDED TO THE NEXT SUCCEEDING BUSINESS DAY UNLESS, IN THE CASE OF A EURODOLLAR
BORROWING ONLY, SUCH NEXT SUCCEEDING BUSINESS DAY WOULD FALL IN THE NEXT
CALENDAR MONTH, IN WHICH CASE SUCH INTEREST PERIOD SHALL END ON THE NEXT
PRECEDING BUSINESS DAY AND (II) ANY INTEREST PERIOD PERTAINING TO A EURODOLLAR
BORROWING THAT COMMENCES ON THE LAST BUSINESS DAY OF A CALENDAR MONTH (OR ON A
DAY FOR WHICH THERE IS NO NUMERICALLY CORRESPONDING DAY IN THE LAST CALENDAR
MONTH OF SUCH INTEREST PERIOD) SHALL END ON THE LAST BUSINESS DAY OF THE LAST
CALENDAR MONTH OF SUCH INTEREST PERIOD.
FOR PURPOSES HEREOF, THE DATE OF A
BORROWING INITIALLY SHALL BE THE DATE ON WHICH SUCH BORROWING IS MADE AND, IN
THE CASE OF A REVOLVING BORROWING, THEREAFTER SHALL BE THE EFFECTIVE DATE OF THE
MOST RECENT CONVERSION OR CONTINUATION OF SUCH BORROWING.
"INVENTORY" HAS THE MEANING ASSIGNED TO SUCH TERM IN THE SECURITY AGREEMENT.
13
"KOSS FAMILY" MEANS JOHN KOSS, SR., TOGETHER WITH HIS LINEAL DESCENDANTS AND ANY
TRUSTS FOR THE BENEFIT OF, AND ESTATES OF, ANY OF THE FOREGOING INDIVIDUALS.
"LC COLLATERAL ACCOUNT" HAS THE MEANING ASSIGNED TO SUCH TERM IN
SECTION 2.05(H).
"LC DISBURSEMENT" MEANS A PAYMENT MADE BY LENDER PURSUANT TO A LETTER OF CREDIT.
"LC EXPOSURE" MEANS, AT ANY TIME, THE SUM OF (A) THE AGGREGATE UNDRAWN AMOUNT OF
ALL OUTSTANDING LETTERS OF CREDIT AT SUCH TIME PLUS (B) THE AGGREGATE AMOUNT OF
ALL LC DISBURSEMENTS THAT HAVE NOT YET BEEN REIMBURSED BY OR ON BEHALF OF
BORROWER AT SUCH TIME.
"LENDER" MEANS JPMORGAN CHASE BANK, N.A.
"LETTER OF CREDIT" MEANS ANY LETTER OF CREDIT ISSUED PURSUANT TO THIS AGREEMENT.
"LETTER OF CREDIT SUBLIMIT" MEANS $2,000,000.
"LEVERAGE RATIO" MEANS, ON ANY DATE, THE RATIO OF (A) TOTAL INDEBTEDNESS ON SUCH
DATE TO (B) EBITDA FOR THE PERIOD OF FOUR CONSECUTIVE FISCAL QUARTERS ENDED ON
SUCH DATE (OR, IF SUCH DATE IS NOT THE LAST DAY OF A FISCAL QUARTER, ENDED ON
THE LAST DAY OF THE FISCAL QUARTER MOST RECENTLY ENDED PRIOR TO SUCH DATE).
"LIBO RATE" MEANS, WITH RESPECT TO ANY EURODOLLAR BORROWING FOR ANY INTEREST
PERIOD, THE RATE APPEARING ON PAGE 3750 OF THE DOW JONES MARKET SERVICE (THE
"SERVICE") (OR ON ANY SUCCESSOR OR SUBSTITUTE PAGE OF SUCH SERVICE, OR ANY
SUCCESSOR TO OR SUBSTITUTE FOR SUCH SERVICE, PROVIDING RATE QUOTATIONS
COMPARABLE TO THOSE CURRENTLY PROVIDED ON SUCH PAGE OF SUCH SERVICE, AS
DETERMINED BY LENDER FROM TIME TO TIME FOR PURPOSES OF PROVIDING QUOTATIONS OF
INTEREST RATES APPLICABLE TO DOLLAR DEPOSITS IN THE LONDON INTERBANK MARKET)
(THE "PAGE") AT APPROXIMATELY 11:00 A.M., LONDON TIME, TWO BUSINESS DAYS PRIOR
TO THE COMMENCEMENT OF SUCH INTEREST PERIOD, AS THE RATE FOR DOLLAR DEPOSITS
WITH A MATURITY COMPARABLE TO SUCH INTEREST PERIOD.
IN THE EVENT THAT SUCH RATE
IS NOT AVAILABLE AT SUCH TIME FOR ANY REASON, THEN THE "LIBO RATE" WITH RESPECT
TO SUCH EURODOLLAR BORROWING FOR SUCH INTEREST PERIOD SHALL BE THE RATE AT