Z.
"COVERED PARTICIPANTS" HAS THE MEANING SET FORTH IN SECTION
8.6(B)(I) OF THE AGREEMENT.
AA.
"EFFECTIVE TIME" HAS THE MEANING SET FORTH IN SECTION 2.2 OF THE
AGREEMENT.
BB.
"EMPLOYEE BENEFIT PLAN" HAS THE MEANING SET FORTH IN SECTION
5.18(A) OF THE AGREEMENT.
CC.
"ENVIRONMENTAL LAWS" MEANS ALL FEDERAL, STATE, FOREIGN OR LOCAL
LAWS, RULES, REGULATIONS, ORDINANCE, FINAL JUDGMENT ORDERS AND WRITTEN
DIRECTIVES RELATING TO POLLUTION OR PROTECTION OF HUMAN HEALTH AND SAFETY OR THE
ENVIRONMENT OR OTHERWISE RELATING TO THE MANUFACTURING, PROCESSING, USE,
STORAGE, DISPOSAL, TRANSPORT OR HANDLING OF HAZARDOUS SUBSTANCES.
DD.
"ERISA" MEANS THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED.
EE.
"ERISA AFFILIATE" HAS THE MEANING SET FORTH IN SECTION 5.18(B) OF
THE AGREEMENT.
FF.
"ESCROW ACCOUNT" HAS THE MEANING SET FORTH IN SECTION 3.4(A) OF
THE AGREEMENT.
GG.
"ESCROW AGENT" MEANS THE BANK OF NEW YORK, A NEW YORK BANKING
CORPORATION.
3
HH.
"ESCROW AGREEMENT" MEANS THE ESCROW AGREEMENT TO BE EXECUTED ON THE
CLOSING DATE AMONG PARENT, THE STOCKHOLDER AND THE ESCROW AGENT, SUBSTANTIALLY
IN THE FORM OF EXHIBIT D ATTACHED HERETO.
II.
"ESCROW DEPOSITS" HAS THE MEANING SET FORTH IN SECTION 3.4(B) OF
THE AGREEMENT.
JJ.
"EVENT OF DEFAULT" MEANS AN EVENT OF DEFAULT UNDER THE NOTE.
KK.
"EXCEPTION" MEANS ANY EXCEPTION, LIEN, MORTGAGE, SECURITY INTEREST,
ENCUMBRANCE, CLAIM, CHARGE, RESERVATION, LEASE, TENANCY, OCCUPANCY, EASEMENT,
RIGHT OF WAY, ENCROACHMENT, RESTRICTIVE COVENANT, CONDITION OR LIMITATION
AFFECTING THE REAL PROPERTY.
LL.
"EXISTING LC'S" HAS THE MEANING SET FORTH IN SECTION 8.15 OF THE
AGREEMENT.
MM.
"FAIR ACT OBLIGATIONS" HAS THE MEANING SET FORTH IN SECTION 3.4(E) OF
THE AGREEMENT.
NN.
"FEDERAL TAX NET AMOUNT" MEANS, WITH RESPECT TO ANY FISCAL PERIOD,
AN AMOUNT EQUAL TO (I) THE PRODUCT OF (X) .35 (OR, IF DIFFERENT, THE CURRENT
APPLICABLE FEDERAL CORPORATE TAX RATE) AND (Y) THE COMPANY'S PRETAX INCOME
(DETERMINED ON A TAX BASIS) FOR THE APPLICABLE PERIOD, LESS AVAILABLE NET
OPERATING LOSSES OF THE SURVIVING CORPORATION AND ITS SUBSIDIARIES UTILIZED
DURING SUCH FISCAL PERIOD, MINUS (II) ANY FEDERAL TAXES PAID BY THE COMPANY FOR
THE APPLICABLE PERIOD.
FOR AVOIDANCE OF DOUBT, THE FEDERAL TAX NET AMOUNT SHALL
BE ZERO (0) IF EITHER (1) THE FOREGOING CALCULATION RESULTS IN ZERO (0) OR A
NEGATIVE NUMBER OR (2) IF DURING ANY FISCAL PERIOD, THE SURVIVING CORPORATION IS
UNABLE TO UTILIZE THE NET OPERATING LOSSES AND OTHER LOSS CARRYFORWARDS OF THE
PARENT AND/OR THE PERMITTED AFFILIATE.
OO.
"FEE PROPERTY" HAS THE MEANING SET FORTH IN THE DEFINITION OF "REAL
PROPERTY" HEREIN.
PP.
"FINANCIAL STATEMENTS" MEANS, COLLECTIVELY, THE AUDITED FINANCIAL
STATEMENTS AND THE INTERIM FINANCIAL STATEMENTS.
QQ.
"FIXED CHARGE COVERAGE RATIO" SHALL MEAN WITH RESPECT TO PARENT AND
ITS CONSOLIDATED SUBSIDIARIES, FOR ANY PERIOD, THE RATIO OF (A) THE SUM OF THE
SURVIVING CORPORATION'S AND ITS CONSOLIDATED SUBSIDIARIES' EARNINGS BEFORE
INTEREST, TAXES, DEPRECIATION AND AMORTIZATION, MINUS CAPITAL EXPENDITURES,
DIVIDED BY (B) THE SUM OF CASH TAXES, DIVIDENDS, STOCK REPURCHASES PERMITTED
HEREUNDER, SCHEDULED PRINCIPAL PAYMENTS ON THE NOTE, PRINCIPAL PAYMENTS ON
CAPITAL LEASES PERMITTED HEREUNDER AND INTEREST, AS DETERMINED IN