(i) Consolidated Funded Indebtedness as of the end of
such fiscal period, plus (ii) the
22
product of eight (8) times the Consolidated Rent Expense for such fiscal period,
to (b) Consolidated EBITDAR for such fiscal period.
Total Revolving Credit Commitment.
The sum of the Revolving Credit Commitments
of the Revolving Credit Lenders as in effect from time to time, which as of the
Closing Date shall be $2,000,000.
Total Revolving Credit Outstandings.
At any time, the sum of (i) the aggregate
outstanding principal balance of the Revolving Credit Loans at the time and
(ii) the LC Exposure at the time.
Total Term Loan Commitment.
The sum of the Term Loan Commitments of the Term
Lenders as in effect from time to time, which as of the Closing Date shall be
$7,000,000.
Type.
A LIBOR Loan or a Base Rate Loan.
Wells Fargo.
See Preamble.
Working Capital.
As of any date of determination, the excess of consolidated
current assets over consolidated current liabilities of the Borrowers and their
Subsidiaries.
1.2
RULES OF INTERPRETATION.
(A)
ALL TERMS OF AN ACCOUNTING CHARACTER USED HEREIN BUT NOT DEFINED
HEREIN SHALL HAVE THE MEANINGS ASSIGNED THERETO BY GAAP.
ALL CALCULATIONS FOR
THE PURPOSES OF SECTION VII HEREOF SHALL BE MADE IN ACCORDANCE WITH GAAP.
(B)
A REFERENCE TO ANY DOCUMENT OR AGREEMENT SHALL INCLUDE SUCH
DOCUMENT OR AGREEMENT AS AMENDED, MODIFIED OR SUPPLEMENTED AND IN EFFECT FROM
TIME TO TIME IN ACCORDANCE WITH ITS TERMS AND THE TERMS OF THIS AGREEMENT.
(C)
THE SINGULAR INCLUDES THE PLURAL AND THE PLURAL INCLUDES THE
SINGULAR.
A REFERENCE TO "BORROWERS" SHALL INCLUDE ANY SINGLE BORROWER.
WHENEVER THE CONTEXT MAY REQUIRE, ANY PRONOUN SHALL INCLUDE THE CORRESPONDING
MASCULINE, FEMININE AND NEUTER FORMS.
(D)
A REFERENCE TO ANY PERSON INCLUDES ITS PERMITTED SUCCESSORS AND
PERMITTED ASSIGNS.
(E)
THE WORDS "INCLUDE", "INCLUDES" AND "INCLUDING" ARE NOT LIMITING.
(F)
THE WORDS "HEREIN", "HEREOF", "HEREUNDER" AND WORDS OF LIKE
IMPORT SHALL REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR
SECTION OR SUBDIVISION OF THIS AGREEMENT.
(G)
ALL TERMS NOT SPECIFICALLY DEFINED HEREIN OR BY GAAP, WHICH TERMS
ARE DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF NEW
YORK, SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN SUCH UNIFORM COMMERCIAL CODE.
23
SECTION II
DESCRIPTION OF CREDIT
2.1
LOANS.
(A)
REVOLVING CREDIT LOANS.
(I)
UPON THE TERMS AND SUBJECT TO THE CONDITIONS OF THIS AGREEMENT,
AND IN RELIANCE UPON THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
BORROWERS HEREIN, EACH OF THE LENDERS AGREES, SEVERALLY AND NOT JOINTLY, TO MAKE
REVOLVING CREDIT LOANS (THE "REVOLVING CREDIT LOANS") TO THE BORROWERS AND TO
ACQUIRE LETTER OF CREDIT PARTICIPATIONS AT THE BORROWERS' REQUEST FROM TIME TO
TIME FROM AND AFTER THE CLOSING DATE AND PRIOR TO THE MATURITY DATE, PROVIDED
THAT THE TOTAL REVOLVING CREDIT OUTSTANDINGS (AFTER GIVING EFFECT TO ALL
REQUESTED REVOLVING CREDIT LOANS AND LETTERS OF CREDIT) SHALL NOT EXCEED
$250,000 ON THE CLOSING DATE AND SHALL NOT AT ANY TIME EXCEED THE