A
COMBINATION THEREOF; TO THE EXTENT SUCH OBLIGATIONS ARE REQUIRED TO BE
CLASSIFIED AND ACCOUNTED FOR AS A CAPITAL LEASE ON A BALANCE SHEET OF SUCH
PERSON UNDER GAAP.
FOR PURPOSES OF THIS AGREEMENT, THE AMOUNT OF SUCH
OBLIGATIONS AT ANY TIME SHALL BE THE CAPITALIZED AMOUNT THEREOF AT SUCH TIME
DETERMINED IN ACCORDANCE WITH GAAP.
"CERCLA" THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY
ACT OF 1980, 42, U.S.C. SECTION 9601 ET SEQ., AS AMENDED BY THE SUPERFUND
AMENDMENTS AND REAUTHORIZATION ACT OF 1986, PUB. L. NO. 99-499, 100 STAT. 1613.
"DEBT SERVICE"
FOR ANY PERIOD, THE AGGREGATE AMOUNT OF PRINCIPAL AND INTEREST
AND FEES PAID OR REQUIRED TO BE PAID DURING SUCH PERIOD IN RESPECT OF ALL
INDEBTEDNESS FOR BORROWED MONEY OF THE BORROWER AND ITS SUBSIDIARIES.
"DEFAULT"
ANY EVENT OR CIRCUMSTANCE WHICH, WITH THE PASSAGE OF TIME OR THE
GIVING OF NOTICE OR BOTH, COULD BECOME AN EVENT OF DEFAULT.
"EARNINGS BEFORE INTEREST AND TAXES"
FOR ANY PERIOD, NET INCOME FOR SUCH PERIOD
PLUS TAXES IN RESPECT OF INCOME AND PROFITS PAID OR ACCRUED BY THE BORROWER AND
ITS SUBSIDIARIES DURING SUCH PERIOD AND INTEREST EXPENSE TO THE EXTENT DEDUCTED
IN CALCULATING NET INCOME FOR SUCH PERIOD.
"EQUITY INTERESTS"
ANY AND ALL SHARES, INTERESTS, PARTICIPATIONS OR OTHER
EQUIVALENTS (HOWEVER DESIGNATED) OF CAPITAL STOCK, PARTNERSHIP INTERESTS, MEMBER
INTERESTS AND ANY AND ALL EQUIVALENT OWNERSHIP INTERESTS IN A PERSON AND ANY AND
ALL WARRANTS, RIGHTS OR OPTIONS TO PURCHASE ANY OF THE FOREGOING, OTHER THAN
EQUITY INTERESTS OR WARRANTS, RIGHT OR OPTIONS ISSUED IN CONNECTION WITH THE
EXERCISE BY A PRESENT OR FORMER EMPLOYEE, OFFICER OR DIRECTOR UNDER A STOCK
INCENTIVE PLAN, STOCK OPTION PLAN OR OTHER EQUITY-BASED COMPENSATION PLAN OR
ARRANGEMENT.
"ERISA"
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED.
"GAAP"
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE UNITED STATES AS IN
EFFECT FROM TIME TO TIME CONSISTENTLY APPLIED.
18
"GUARANTORS"
COLLECTIVELY, C.I.M INDUSTRIES, INC., A NEW HAMPSHIRE CORPORATION,
RWA, INC., A MASSACHUSETTS CORPORATION, AND CAPITAL SERVICES OF NEW YORK, INC.,
A NEW YORK CORPORATION, EACH OF WHICH INDIVIDUALLY MAY BE CALLED A GUARANTOR.
"INDEBTEDNESS"
ALL OBLIGATIONS OF A PERSON, WHETHER CURRENT OR LONG-TERM,
SENIOR OR SUBORDINATED, WHICH IN ACCORDANCE WITH GAAP WOULD BE INCLUDED AS
LIABILITIES UPON SUCH PERSON'S BALANCE SHEET AT THE DATE AS OF WHICH
INDEBTEDNESS, IS TO BE DETERMINED, AND SHALL ALSO INCLUDE GUARANTIES,
ENDORSEMENTS (OTHER THAN FOR COLLECTION IN THE ORDINARY COURSE OF BUSINESS) OR
OTHER ARRANGEMENTS WHEREBY RESPONSIBILITY IS ASSUMED FOR THE OBLIGATIONS OF
OTHERS, WHETHER BY AGREEMENT TO PURCHASE OR OTHERWISE ACQUIRE THE OBLIGATIONS OF
OTHERS, INCLUDING ANY AGREEMENT, CONTINGENT OR OTHERWISE, TO FURNISH FUNDS
THROUGH THE PURCHASE OF GOODS, SUPPLIES OR SERVICES FOR THE PURPOSE OF PAYMENT
OF THE OBLIGATIONS OF OTHERS.
"INTEREST EXPENSE"
FOR ANY PERIOD, THE AGGREGATE AMOUNT OF INTEREST PAID OR
REQUIRED TO BE PAID DURING SUCH PERIOD IN RESPECT OF ALL INDEBTEDNESS OF THE
BORROWER AND ITS SUBSIDIARIES (INCLUDING IMPUTED INTEREST ON CAPITAL LEASE
OBLIGATIONS) AND AMORTIZED DEBT DISCOUNT FOR SUCH PERIOD.
"LOAN DOCUMENTS"
EACH