THAT IS REPRESENTATIVE FOR A SINGLE TRANSACTION IN
DOLLARS IN SUCH MARKET AT SUCH TIME.
IF THESE NEW YORK CITY QUOTES ARE NOT
AVAILABLE, THEN THE 3-MONTH LIBOR
2
Rate determined on such LIBOR Determination Date will continue to be the 3-Month
LIBOR Rate as then currently in effect on such LIBOR Determination Date.
"AFFILIATE" HAS THE MEANING ASCRIBED TO SUCH TERM IN RULE 12B-2 OF THE GENERAL
RULES AND REGULATIONS UNDER THE 1934 ACT; PROVIDED, THAT FOR PURPOSES OF THIS
NOTE NO HOLDER HEREOF SHALL BE DEEMED AN AFFILIATE OF THE COMPANY BY VIRTUE OF
HOLDING THIS NOTE.
"ALLOCATION PERCENTAGE" MEANS, WITH RESPECT TO EACH HOLDER OF NOTES AS OF THE
DATE OF ANY DETERMINATION, A FRACTION OF WHICH THE NUMERATOR IS THE AGGREGATE
PRINCIPAL AMOUNT OF THE NOTES HELD BY SUCH HOLDER ON SUCH DATE, AND OF WHICH THE
DENOMINATOR IS THE AGGREGATE PRINCIPAL AMOUNT OF THE NOTES OUTSTANDING ON SUCH
DATE.
"APPLICABLE INTEREST RATE" INITIALLY SHALL MEAN THE PER ANNUM INTEREST RATE
EQUAL TO THE SUM OF (A) THE 3-MONTH LIBOR RATE IN EFFECT ON THE LIBOR
DETERMINATION DATE THAT IS TWO BUSINESS DAYS PRECEDING THE ISSUANCE DATE AND
(B) SIX PERCENT (6.00%); PROVIDED, HOWEVER, THAT ON EACH INTEREST PAYMENT DATE,
SUCH RATE SHALL BE ADJUSTED TO THE PER ANNUM INTEREST RATE EQUAL TO THE SUM OF
(A) THE 3-MONTH LIBOR RATE IN EFFECT ON THE LIBOR DETERMINATION DATE THAT IS TWO
BUSINESS DAYS PRECEDING SUCH INTEREST PAYMENT DATE AND (B) SIX PERCENT (6.00%).
EACH APPLICABLE INTEREST RATE WILL BE APPLICABLE AS OF AND AFTER THE INTEREST
PAYMENT DATE TO WHICH IT RELATES TO, BUT NOT INCLUDING, THE NEXT SUCCEEDING
INTEREST PAYMENT DATE.
"APPROVED STOCK PLAN" MEANS ANY EMPLOYEE BENEFIT PLAN THAT HAS BEEN APPROVED BY
THE BOARD OF DIRECTORS AND STOCKHOLDERS OF THE COMPANY PRIOR TO THE DATE OF THE
SECURITIES PURCHASE AGREEMENT AND LISTED ON SCHEDULE 3(C) THERETO, PURSUANT TO
WHICH THE COMPANY'S SECURITIES MAY BE ISSUED TO ANY EMPLOYEE, OFFICER OR
DIRECTOR FOR SERVICES PROVIDED TO THE COMPANY.
"BUSINESS DAY" MEANS ANY DAY OTHER THAN SATURDAY, SUNDAY OR OTHER DAY ON WHICH
COMMERCIAL BANKS IN THE CITY OF NEW YORK ARE AUTHORIZED OR REQUIRED BY LAW TO
REMAIN CLOSED; PROVIDED THAT IF SUCH DATE IS A LIBOR DETERMINATION DATE, IT
SHALL ALSO BE A DAY ON WHICH BANKS IN LONDON, ENGLAND ARE OPEN FOR DEALINGS IN
U.S. DOLLARS IN THE LONDON INTERBANK MARKET.
"CAPITAL LEASE OBLIGATION" MEANS, AS TO ANY PERSON, ANY OBLIGATION THAT IS
REQUIRED TO BE CLASSIFIED AND ACCOUNTED FOR AS A CAPITAL LEASE ON A BALANCE
SHEET OF SUCH PERSON PREPARED IN ACCORDANCE WITH GAAP AND THE AMOUNT OF SUCH
OBLIGATION SHALL BE THE CAPITALIZED AMOUNT THEREOF, DETERMINED IN ACCORDANCE
WITH GAAP.
"CAPITAL EXPENDITURES" MEANS FOR ANY PERIOD, WITH RESPECT TO ANY PERSON, THE
AGGREGATE OF ALL EXPENDITURES BY SUCH PERSON AND ITS SUBSIDIARIES FOR THE
ACQUISITION OR LEASING (PURSUANT TO A CAPITAL LEASE) OF FIXED OR CAPITAL ASSETS
OR ADDITIONS TO EQUIPMENT (INCLUDING REPLACEMENTS, CAPITALIZED REPAIRS AND
IMPROVEMENTS DURING