CONSULTANTS" HAS THE MEANING
GIVEN SUCH TERM IN SECTION 10.6 HEREOF.
(Z)
"ENVIRONMENTAL REQUIREMENTS" MEANS ANY AND
ALL APPLICABLE FEDERAL, STATE OR LOCAL LAWS, STATUTES, ORDINANCES, REGULATIONS
OR STANDARDS, ADMINISTRATIVE OR COURT ORDERS OR DECREES, COMMON LAW DOCTRINES OR
PRIVATE AGREEMENTS, RELATING TO (I) POLLUTION OR PROTECTION OF THE ENVIRONMENT
AND NATURAL RESOURCES, (II) EXPOSURE OF EMPLOYEES OR OTHER PERSONS TO SPECIAL
MATERIALS, (III) PROTECTION OF THE PUBLIC HEALTH AND WELFARE FROM THE EFFECTS OF
SPECIAL MATERIALS AND
THEIR PRODUCTS, BY-PRODUCTS, WASTES, EMISSIONS, DISCHARGES OR RELEASES, AND (IV)
REGULATION, LICENSING, APPROVAL OR AUTHORIZATION OF THE MANUFACTURE, GENERATION,
USE, FORMULATION, PACKAGING, LABELING, TRANSPORTING, DISTRIBUTING, HANDLING,
STORING OR DISPOSING OF ANY SPECIAL MATERIALS.
(AA)
"ERISA" HAS THE MEANING GIVEN SUCH TERM IN
SECTION 6.16 HEREOF.
(BB)
"EVENT OF DEFAULT" MEANS EACH OF THE EVENTS
SPECIFIED IN SECTION 13.1.
(CC)
"EXCESS CASH FLOW" FOR ANY PERIOD MEANS EBITDA
FOR SUCH PERIOD, MINUS BORROWER'S INTEREST EXPENSE PAID DURING SUCH PERIOD,
MINUS, PRINCIPAL PAYMENTS PAID ON BORROWERS LONG-TERM INDEBTEDNESS AND
CAPITALIZED LEASE OBLIGATIONS DURING SUCH PERIOD, MINUS UNFINANCED CAPITAL
EXPENDITURES OF BORROWERS FOR SUCH PERIOD, MINUS TAXES PAID BY BORROWER DURING
SUCH PERIOD, MINUS DIVIDENDS AND DISTRIBUTIONS PERMITTED BY SECTION 7.19 HEREOF
AND PAID BY BORROWERS DURING SUCH PERIOD, ALL AS DETERMINED IN ACCORDANCE WITH
GAAP ON A CONSOLIDATED BASIS.
(DD)
"FIXED CHARGE COVERAGE RATIO" MEANS THE RATIO OF
BORROWERS' (A) ADJUSTED EBITDA FOR THE TWELVE (12) MONTH PERIOD ENDING ON THE
APPLICABLE TEST DATE TO (B) FIXED CHARGES.
(EE)
"FIXED CHARGES" MEANS THE SUM OF (I) BORROWERS'
INTEREST EXPENSE FOR THE TWELVE (12) MONTH PERIOD ENDING ON THE APPLICABLE TEST
DATE, PLUS (II) PRINCIPAL PAYMENTS DUE ON BORROWERS' LONG-TERM INDEBTEDNESS AND
CAPITALIZED LEASE OBLIGATIONS FOR THE ENSUING TWELVE (12) MONTH PERIOD
COMMENCING ON THE APPLICABLE TEST DATE, ALL AS DETERMINED IN ACCORDANCE WITH
GAAP ON A CONSOLIDATED BASIS.
(FF)
"GAAP" MEANS GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES IN THE UNITED STATES OF AMERICA, IN EFFECT FROM TIME TO TIME,
CONSISTENTLY APPLIED AND MAINTAINED.
(GG)
"GOOD BUSINESS DAY" MEANS ANY DAY EXCEPT A
SATURDAY, SUNDAY OR OTHER DAY ON WHICH COMMERCIAL BANKS IN NEW YORK AND LONDON,
ENGLAND ARE AUTHORIZED BY LAW TO CLOSE.
(HH)
"GUARANTORS" MEANS, JOINTLY, SEVERALLY AND
COLLECTIVELY, CRAIG WILENSKY, RICHARD HODGE AND DAVID GULIAN.
(II)
"HEDGING AGREEMENTS" MEANS ANY INTEREST
RATE PROTECTION AGREEMENT, SWAP AGREEMENT (AS DEFINED IN 11 U.S.C. § 101),
FOREIGN CURRENCY EXCHANGE AGREEMENT, COMMODITY PURCHASE OR OPTION AGREEMENT OR
OTHER INTEREST OR EXCHANGE RATE OR COMMODITY PRICE HEDGING AGREEMENTS BETWEEN
ANY BORROWER AND BANK OR ANY AFFILIATE OF BANK.
(JJ)
"INDEBTEDNESS", AS APPLIED TO A PERSON,
MEANS:
(1)
ALL ITEMS (EXCEPT ITEMS OF CAPITAL STOCK OR
OF SURPLUS) WHICH IN ACCORDANCE WITH GAAP WOULD BE INCLUDED IN DETERMINING TOTAL
LIABILITIES AS SHOWN ON THE LIABILITY SIDE OF A BALANCE SHEET OF SUCH PERSON AS
AT THE DATE AS OF WHICH INDEBTEDNESS IS TO BE DETERMINED;
(2)
TO THE EXTENT NOT INCLUDED IN THE
FOREGOING, ALL INDEBTEDNESS, OBLIGATIONS, AND LIABILITIES SECURED BY ANY
MORTGAGE, PLEDGE, LIEN, CONDITIONAL SALE OR