Supercuts 2008 Annual Report Download - page 130

" Headquarter Facility " means the BeautyFirst corporate headquarters facility located at 10610 East 26
th
Circle North, Wichita, Kansas
67226.
" Headquarter Severance " means all liabilities, costs and expenses of any nature with respect to termination and severance to any
Headquarter Staff if they are terminated at any time within one year after Closing (but in each case only in the amounts determined under the
agreements, plans and programs in place as of Closing), including legal disputes raised by them with respect to such severance, in the case of any
such costs or expenses which are deductible for Tax purposes, multiplied by 0.6.
" Headquarter Staff " means all employees or consultants of the Company or its Subsidiaries whose principal location of employment or
work is the Headquarter Facility as of the Closing, including but not limited to the individuals listed on the attached Headquarter Staff Schedule
.
" Indebtedness " means, with respect to any Person at any date, without duplication: (i) all obligations of such Person for borrowed money
or in respect of loans or advances, including (in the case of the Company and its Subsidiaries) all notes, advances, payables and other inter-
company obligations to Seller or any of its Affiliates (other than the Company and its Subsidiaries) but excluding any such obligations of the
Company or its Subsidiaries to the Buyer Parties and any such obligations under forgivable loans in relation to the Headquarters Facility, (ii) all
obligations of such Person evidenced by bonds, debentures, notes or other similar instruments or debt securities, excluding any such obligations
of the Company or its Subsidiaries to the Buyer Parties and any such obligations under forgivable loans in relation to the Headquarters Facility,
(iii) all obligations in respect of letters of credit and bankers' acceptances issued for the account of such Person, (iv) all obligations arising from
cash/book overdrafts, (v) all obligations arising from deferred compensation arrangements and all obligations under severance plans, bonus plans
or similar arrangements payable as a result of the consummation of the sale of the Shares to Buyer hereunder, (vi) all Guaranties of such Person
in connection with any of the foregoing, (vii) all capital lease obligations, (viii) all unpaid Taxes for periods prior to the Closing Date (other than
commodity or sales taxes in relation to current accounts payable and property, social security, unemployment, disability, payroll or employee or
other withholding Taxes, in each case that are not in arrears (nor paid later than in past general practice) and were accrued in the ordinary
course), (ix) all indebtedness for the deferred purchase price of property or services with respect to which the Person is liable, contingently or
otherwise, as obligor or otherwise (other than trade payables incurred in the ordinary course of business which are not past due), (x) all trade
payables that are either (A) not incurred in the ordinary course of business, or (B) past due as of the Closing (based on the due date specified in
the original invoice thereof, or if no due date is specified in the invoice or no invoice exists, then based on past custom and practice), (xi) any
amounts incurred by Buyer Parties as a prepayment or termination penalty under the Harris Bank Agreements in connection with the payoff and
termination of such Harris Bank Agreements, and (xii) all accrued interest, prepayment premiums or penalties related to any of the foregoing.
" Indebtedness Addback " means, for the Company and its Subsidiaries, without duplication, the sum of: (i) the amount of cash held by the
Company and its Subsidiaries as of Closing (other than cash held at the store level, which shall be maintained at customary levels); plus (ii) the
aggregate amount, if any, of excess inventory bought by the Company and its Subsidiaries between the date of this Agreement and Closing and
pre-approved in writing by Buyer to be treated as "excess inventory" for purposes hereof, less any amount of such inventory sold prior to
Closing; plus (iii) refunds received after Closing in respect of amounts on account of federal and state income Tax for pre-Closing periods (as
long as the refund is of an amount actually paid prior to Closing); plus (iv) any refund received after Closing of the amount deposited prior to
Closing with the State of California in respect of sales tax; plus (v) refunds of previously paid insurance premiums, or portions thereof, received
by the Buyer Parties after Closing as a result of cancellation or termination of existing insurance policies of the Company and its Subsidiaries
(but the parties agree Buyer Parties have no obligation to cancel or terminate such
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