LARGEST BANKS."
IF THE WALL STREET JOURNAL IS NOT
PUBLISHED ON A DATE FOR WHICH THE PRIME RATE MUST BE DETERMINED, THE PRIME RATE
SHALL BE THE PRIME RATE PUBLISHED IN THE WALL STREET JOURNAL ON THE
NEAREST-PRECEDING DATE ON WHICH THE WALL STREET JOURNAL WAS PUBLISHED.
(V)
"PRINCIPAL MARKET" MEANS THE AMERICAN STOCK EXCHANGE.
(W)
"PURCHASE MONEY INDEBTEDNESS" MEANS INDEBTEDNESS USED TO ACQUIRE FIXED
ASSETS FOR THE COMPANY OR ANY OF ITS SUBSIDIARIES, OBTAINED FOR THE SOLE PURPOSE
OF FINANCING ALL OR ANY PART OF THE ACQUISITION COST THEREOF, WHICH MAY BE
SECURED BY SUCH ASSETS, BUT IS OTHERWISE NON-RECOURSE TO THE COMPANY AND ITS
SUBSIDIARIES.
(X)
"REDEMPTION NOTICES" MEANS, COLLECTIVELY, THE EVENT OF DEFAULT
REDEMPTION NOTICES AND THE CHANGE OF CONTROL REDEMPTION NOTICES, AND, EACH OF
THE FOREGOING, INDIVIDUALLY, A REDEMPTION NOTICE.
(Y)
"REDEMPTION PRICES" MEANS, COLLECTIVELY, THE EVENT OF DEFAULT
REDEMPTION PRICE AND THE CHANGE OF CONTROL REDEMPTION PRICE, AND, EACH OF THE
FOREGOING, INDIVIDUALLY, A REDEMPTION PRICE.
(Z)
"REQUIRED HOLDERS" MEANS THE HOLDERS OF NOTES REPRESENTING AT LEAST A
MAJORITY OF THE AGGREGATE PRINCIPAL AMOUNT OF THE NOTES THEN OUTSTANDING.
(AA)
"SEC" MEANS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.
(BB)
"SECURITIES PURCHASE AGREEMENT" MEANS THAT CERTAIN SECURITIES PURCHASE
AGREEMENT DATED THE SUBSCRIPTION DATE BY AND AMONG THE COMPANY AND THE INITIAL
HOLDERS OF THE NOTES PURSUANT TO WHICH THE COMPANY ISSUED THE NOTES.
(CC)
"SENIOR INDEBTEDNESS" MEANS INDEBTEDNESS, IN AN AMOUNT NOT TO EXCEED
$15 MILLION IN THE AGGREGATE OUTSTANDING AT ANY ONE TIME, UNDER THAT CERTAIN
LOAN AND SECURITY AGREEMENT, BY AND AMONG THE COMPANY AND CERTAIN OF ITS
SUBSIDIARIES AND WELLS FARGO RETAIL FINANCE II, LLC, DATED AS OF AUGUST 23,
2000, AS AMENDED BY THE FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT DATED AS
OF MAY 23, 2002, AS AMENDED BY THE SECOND AMENDMENT TO LOAN AND SECURITY
AGREEMENT DATED AS OF JANUARY 2, 2004, AS AMENDED
15
BY THE THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT DATED AS OF APRIL 27, 2005
(THE "THIRD AMENDMENT"), AS AMENDED BY THE FOURTH AMENDMENT TO LOAN AND SECURITY
AGREEMENT DATED AS OF JANUARY 17, 2006 (THE "FOURTH AMENDMENT"), AND AS AMENDED
BY A CONSENT AND FIFTH AMENDMENT TO LOAN AGREEMENT DATED AS OF AUGUST 7, 2006,
AND ANY AMENDMENT, RESTATEMENT, EXTENSIONS, REFINANCINGS AND RENEWALS OF SUCH
SENIOR INDEBTEDNESS (THE "SENIOR INDEBTEDNESS AGREEMENT"), PROVIDED THAT SUCH
TERMS DO NOT: (I) REQUIRE ANY PAYMENT TO BE MADE EARLIER THAN ANY DATE
ORIGINALLY REQUIRED IN THE SENIOR INDEBTEDNESS AGREEMENT; (II) CHANGE THE AMOUNT
OR SCHEDULE OF ANY PREPAYMENT OF PRINCIPAL, IF ANY (OTHER THAN TO REDUCE THE
AMOUNT OF SUCH PAYMENT), (III) INCREASE THE INTEREST RATE OF THE SENIOR
INDEBTEDNESS ABOVE THE HIGHEST RATE OF INTEREST SPECIFIED THEREIN AS OF THE DATE
HEREOF (IT BEING UNDERSTOOD THAT THE IMPOSITION OF A DEFAULT RATE OF INTEREST IN
THE AMOUNT AND UNDER THE CIRCUMSTANCES AS PERMITTED IN SUCH SENIOR INDEBTEDNESS
AGREEMENT AS IN EFFECT ON THE DATE HEREOF AND THE PROVISION OF A LIBOR OPTION AT
A RATE