R. KUBIK, JAMES PERRY, JONATHAN GREENBERG, THOMAS GIAIER AND
GARY LUDWIG WITH RESPECT TO THE MATTERS AT HAND.
IIIII.
"SUBSIDIARIES" OF ANY PERSON MEANS ANY CORPORATION, PARTNERSHIP,
JOINT VENTURE, LIMITED LIABILITY COMPANY OR OTHER LEGAL ENTITY OF WHICH SUCH
PERSON OWNS, DIRECTLY OR INDIRECTLY, A MAJORITY OF THE STOCK OR OTHER EQUITY
INTERESTS THE HOLDERS OF WHICH ARE GENERALLY ENTITLED TO VOTE FOR THE ELECTION
OF THE BOARD OF DIRECTORS OR OTHER GOVERNING BODY OF SUCH CORPORATION OR OTHER
LEGAL ENTITY.
JJJJJ.
"SURVIVING CORPORATION" HAS THE MEANING SET FORTH IN SECTION 2.1
OF THE AGREEMENT.
KKKKK.
"SURVIVING CORPORATION COMMON STOCK" HAS THE MEANING SET FORTH IN
SECTION 2.6 OF THE AGREEMENT.
LLLLL.
"SURVIVING CORPORATION LIEN" MEANS ANY LIEN, PLEDGE, MORTGAGE,
DEED OF TRUST, SECURITY INTEREST, OR SIMILAR ENCUMBRANCE.
MMMMM.
"TAX" OR "TAXES" MEANS ALL TAXES, CHARGES, FEES, IMPOSTS, LEVIES OR
OTHER ASSESSMENTS, INCLUDING ALL INCOME (WHETHER NET OR GROSS), FRANCHISE,
PROFITS, GROSS RECEIPTS, CAPITAL GAINS, SALES, USE, AD VALOREM, VALUE ADDED,
ALTERNATIVE MINIMUM, TRANSFER, TRANSFER GAINS, INVENTORY, CAPITAL STOCK,
LICENSE, WITHHOLDING, PAYROLL, EMPLOYMENT, SOCIAL SECURITY, UNEMPLOYMENT,
WORKERS COMPENSATION, EXCISE, SEVERANCE, STAMP, WINDFALL PROFITS, ENVIRONMENTAL
(INCLUDING TAXES UNDER CODE SECTION 59A), OCCUPATION, REAL OR PERSONAL PROPERTY,
AND ESTIMATED TAXES, CUSTOMS DUTIES, FEES, ASSESSMENTS AND CHARGES OF ANY KIND
WHATSOEVER, TOGETHER WITH ANY INTEREST, PENALTIES OR ADDITIONAL AMOUNTS THEREON,
IMPOSED BY ANY TAX AUTHORITY.
NNNNN.
"TAX AUTHORITY" MEANS ANY FEDERAL, NATIONAL, FOREIGN, PROVINCIAL,
STATE, MUNICIPAL OR OTHER LOCAL GOVERNMENT, OR ANY SUBDIVISION, AGENCY,
COMMISSION OR AUTHORITY THEREOF, OR ANY QUASI-GOVERNMENTAL BODY OR OTHER
AUTHORITY EXERCISING ANY TAXING OR TAX REGULATORY AUTHORITY.
OOOOO.
"TAX RETURNS" MEANS ALL RETURNS, DECLARATIONS, REPORTS, FORMS,
ESTIMATES, CLAIMS FOR REFUND, INFORMATION RETURNS AND STATEMENTS RELATING TO
TAXES, INCLUDING ANY SCHEDULE OR ATTACHMENT THERETO AND ANY AMENDMENT THEREOF.
PPPPP.
"TERMINATION FEE" MEANS $500,000.
QQQQQ.
"TERMINATION FEE GUARANTY" MEANS THE GUARANTY DULY EXECUTED AND
DELIVERED BY MARK SCHWARZ ON THE DATE HEREOF, SUBSTANTIALLY IN THE FORM ATTACHED
HERETO AS EXHIBIT F-1, AS SUCH GUARANTY MAY BE AMENDED, SUPPLEMENTED, OR
OTHERWISE MODIFIED FROM TIME TO TIME.
12
RRRRR.
"TRANSACTION DOCUMENTS" MEANS THE AGREEMENT, THE ESCROW AGREEMENT,
THE NOTE, THE INVESTOR GUARANTY, THE TERMINATION FEE GUARANTY AND THE
CERTIFICATE OF MERGER.
SSSSS.
"TRANSFERRED ASSETS" HAS THE MEANING SET FORTH IN SECTION 8.6(B)(II)
OF THE AGREEMENT.
TTTTT.
"UIC 401(K) PLAN" HAS THE MEANING SET FORTH IN SECTION 8.6(C) OF
THE AGREEMENT.
UUUUU.
"UIC PLAN" HAS THE MEANING SET FORTH IN SECTION 8.6(B)(I) OF THE
AGREEMENT.
VVVVV.
"UNION EMPLOYEES" HAS THE MEANING SET FORTH IN SECTION 8.6(A) OF THE
AGREEMENT.
WWWWW.
"UNRESOLVED/UNPAID CLAIMS" HAS THE MEANING SET FORTH IN SECTION
3.4(E) OF THE AGREEMENT.
XXXXX.
"WORKING CAPITAL FACILITY" MEANS THE DEBT FINANCING (INCLUDING BUT
NOT LIMITED TO PURSUANT TO A REVOLVING CREDIT FACILITY AND/OR A LETTER OF CREDIT
FACILITY) OBTAINED BY PARENT FROM A THIRD PARTY FINANCING SOURCE, PARENT OR AN
AFFILIATE OF PARENT, ALL OR A PORTION OF THE PROCEEDS OF WHICH ARE USED TO FUND
THE WORKING CAPITAL REQUIREMENTS OF, AND/OR PROVIDE LETTERS OF CREDIT TO, THE
SURVIVING CORPORATION AND ANY