Supercuts 2008 Annual Report Download - page 195

principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately
11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period (or, in the case of an Offshore Rate
Loan denominated in pounds sterling, on the first day of such Interest Period).
The Offshore Rate shall be adjusted automatically as to all Offshore Rate Loans then outstanding as of the effective date of any change in
the Eurodollar Reserve Percentage.
" Offshore Rate Loan " means a Revolving Loan that bears interest based on the Offshore Rate and may be an Offshore Currency Loan or a
Loan denominated in Dollars.
" Organization Documents " means, for any Person, the certificate or articles of formation and the bylaws or similar governing documents
of such Person, any certificate of determination or instrument relating to the rights of preferred equityholders of such Person, any rights or
similar agreement with respect to the equityholders of such Person, and all applicable resolutions of the board of directors or similar governing
body (or any committee thereof) of such Person.
" Other Taxes " means any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar
levies which arise from any payment made hereunder or from the execution, delivery, performance, enforcement or registration of, or otherwise
with respect to, this Agreement or any other Loan Documents.
" Overnight Rate
" means, for any day, the rate of interest per annum at which overnight deposits in the relevant Applicable Currency, in the
amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by JPMorgan's
London Branch to major banks in the London or other applicable offshore interbank market.
" Participant " has the meaning specified in subsection 11.08(e) .
" PBGC " means the Pension Benefit Guaranty Corporation, or any Governmental Authority succeeding to any of its principal functions
under ERISA.
" Pension Plan " means a pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA which the Company or any
ERISA Affiliate sponsors, maintains, or to which it makes, is making or is obligated to make contributions, or otherwise has any liability, or in
the case of a multiple employer plan (as described in Section 4064(a) of ERISA) has made contributions at any time during the immediately
preceding five plan years.
" Permitted Acquisitions " has the meaning specified in Section 8.04 .
" Permitted Liens " has the meaning specified in Section 8.01 .
" Permitted Swap Obligations " means all obligations (contingent or otherwise) of the Company existing or arising under Swap Contracts,
provided that each of the following criteria is satisfied: (a) such obligations are (or were) entered into by the Company in the ordinary course of
business for the purpose of directly mitigating risks associated with liabilities, commitments or assets held or reasonably anticipated by such
Person, or changes in the value of securities issued by the Company in conjunction with a securities repurchase program not otherwise prohibited
hereunder, and not for purposes of speculation or taking a "market view", and (b) such Swap Contracts do not contain any provision exonerating
the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party (i.e; such Swap Contracts do
not elect the "first method" of calculating a termination payment) under the 1992 Master ISDA Agreement.
" Person " means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust,
unincorporated association, joint venture or Governmental Authority.
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