DAYS PRIOR TO THE BEGINNING OF SUCH LIBOR RATE INTEREST PERIOD IN THE INTERBANK
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EURODOLLAR MARKET WHERE THE EURODOLLAR AND EXCHANGE OPERATIONS IN RESPECT OF ITS
LIBOR RATE BORROWINGS ARE THEN BEING CONDUCTED FOR SETTLEMENT IN IMMEDIATELY
AVAILABLE FUNDS, FOR DELIVERY ON THE FIRST DAY OF SUCH LIBOR RATE INTEREST
PERIOD FOR THE NUMBER OF DAYS COMPRISED THEREIN, AND IN AN AMOUNT COMPARABLE TO
THE AMOUNT OF THE LIBOR RATE BORROWING TO BE OUTSTANDING DURING SUCH LIBOR RATE
INTEREST PERIOD.
"LONG-TERM INDEBTEDNESS" MEANS AT ANY DATE ANY INDEBTEDNESS WHICH MATURES (OR
THE MATURITY OF WHICH MAY AT THE OPTION OF THE APPLICABLE PERSON BE EXTENDED
SUCH THAT IT MATURES) MORE THAN ONE YEAR AFTER SUCH DATE.
"MARGIN" MEANS (I) UNTIL THE DATE OF THE FIRST COMPLIANCE CERTIFICATE REQUIRED
HEREUNDER AND THE ADJUSTMENT OF THE MARGIN AS PROVIDED HEREIN, ONE PERCENT
(1.0%), AND (II) THEREAFTER, A PERCENTAGE BASED UPON BORROWERS' RATIO OF FUNDED
DEBT TO EBITDA, AS FOLLOWS:
Ratio of Funded Debt to EBITDA
Margin
Equal to or greater than 2.5 to 1.0
2.75
%
Equal to or greater than 2.0 to 1.0, but less than 2.5 to 1.0
2.25
%
Equal to or greater than 1.75 to 1.0, but less than 2.0 to 1.0
1.70
%
Equal to or greater than 1.0 to 1.0, but less than 1.75 to 1.0
1.20
%
Less than 1.0 to 1.0
1.00
%
"MATERIAL ADVERSE CHANGE" MEANS THE OCCURRENCE OF AN EVENT GIVING RISE TO A
MATERIAL ADVERSE EFFECT.
"MATERIAL ADVERSE EFFECT" MEANS A MATERIAL ADVERSE EFFECT ON (A) THE BUSINESS,
FINANCIAL CONDITION, OPERATIONS OR PROPERTIES OF ANY BORROWER PARTY; (B) THE
RIGHTS AND REMEDIES OF BANK UNDER ANY LOAN DOCUMENT, (C) THE ABILITY OF ANY
BORROWER PARTY TO PERFORM ITS OBLIGATIONS UNDER ANY LOAN DOCUMENT TO WHICH IT IS
OR IS TO BE A PARTY, OR (D) THE PRIORITY OF BANK'S LIEN.
"MATERIAL CONTRACT" MEANS ANY CONTRACT OR AGREEMENT (OTHER THAN CONTRACTS OR
AGREEMENTS WITH RESPECT TO ASSET ACQUISITIONS) TO WHICH BORROWER IS A PARTY, BY
WHICH BORROWER OR ITS PROPERTIES ARE BOUND, OR TO WHICH BORROWER IS SUBJECT AND
WHICH CONTRACT OR AGREEMENT (I) PURSUANT TO ITS TERMS PROVIDES FOR PAYMENTS OR
RECEIPTS BY BORROWER WHICH MIGHT REASONABLY BE EXPECTED TO EXCEED $5,000,000.00
DURING ANY FISCAL YEAR; OR (II) IF ON ACCOUNT OF ANY BREACH OR TERMINATION
THEREOF, WOULD REASONABLY BE EXPECTED TO CAUSE A MATERIAL ADVERSE EFFECT.
"MOST RECENT FINANCIAL STATEMENTS" MEANS THE AUDITED BALANCE SHEET AND INCOME
STATEMENT OF BORROWER DATED AS OF JULY 31, 2006, AS SUPPLEMENTED BY
MANAGEMENT-PREPARED FINANCIAL STATEMENTS DATED AS OF EACH QUARTER-END THROUGH
THE QUARTER-END OF OCTOBER 31, 2006.
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"NET CASH PROCEEDS" MEANS (I) IN THE CASE OF ANY CASUALTY OR CONDEMNATION EVENT,
THE AGGREGATE CASH PROCEEDS OF INSURANCE, CONDEMNATION AWARDS AND OTHER
COMPENSATION RECEIVED BY BORROWER IN RESPECT OF SUCH CASUALTY OR CONDEMNATION
EVENT LESS (X) REASONABLE FEES AND EXPENSES INCURRED BY BORROWER IN CONNECTION
THEREWITH, (Y) CONTRACTUALLY REQUIRED REPAYMENTS OF INDEBTEDNESS TO THE EXTENT
SECURED BY LIENS ON THE