Supercuts 2008 Annual Report Download - page 199

be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such statute
or regulation and (iii) any reference to a particular time means such time in Chicago, Illinois.
(e) The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this
Agreement.
(f) This Agreement and other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar
matters. All such limitations, tests and measurements are cumulative and shall each be performed in accordance with their terms. Unless
otherwise expressly provided, any reference to any act of the Administrative Agent or the Lenders by way of consent, approval or waiver shall
be deemed modified by the phrase "in its/their sole discretion".
(g) This Agreement and the other Loan Documents are the result of negotiations among and have been reviewed by counsel to the
Administrative Agent, the Company and the other parties, and are the products of all parties. Accordingly, they shall not be construed against the
Lenders or the Administrative Agent merely because of the Lenders' or the Administrative Agent's involvement in their preparation.
1.03 Accounting Principles. (a) Unless the context otherwise clearly requires, all accounting terms not expressly defined herein shall
be construed, and all financial computations required under this Agreement shall be made, in accordance with GAAP, consistently applied.
(b) References herein to "fiscal year" and "fiscal quarter" refer to such fiscal periods of the Company.
(c) If any change in GAAP occurs after the date of this Agreement and such change results in a material variation in the method of
calculation of financial covenants or other terms of this Agreement, then the Company, the Administrative Agent and the Lenders agree to
amend such provisions of this Agreement so as to equitably reflect such change so that the criteria for evaluating the Company's financial
condition will be the same after such change as if such change had not occurred.
1.04 Currency Equivalents Generally. For all purposes of this Agreement (but not for purposes of the preparation of any financial
statements delivered pursuant hereto), the equivalent in any Offshore Currency or other currency of an amount in Dollars, and the equivalent in
Dollars of an amount in any Offshore Currency or other currency, shall be determined at the Spot Rate.
ARTICLE II
THE CREDITS
2.01 Amounts and Terms of Commitments.
Each Lender severally agrees, on the terms and conditions set forth herein, to make loans to
the Company denominated in Dollars or in an Offshore Currency (each such loan, a " Revolving Loan ") from time to time on any Business Day
during the period from the Effective Date to the Termination Date, in an aggregate principal Dollar Equivalent amount not to exceed at any time
outstanding the amount set forth opposite such Lender's name on Schedule 2.01 (such amount, as the same may be reduced under Section 2.07
or
as a result of one or more assignments under Section 11.08 , such Lender's " Commitment "); provided that, after giving effect to any Borrowing
of Revolving Loans, the Effective Amount of all outstanding Loans and of all L/C Obligations, shall not at any time exceed the Aggregate
Commitment; provided further , that the Effective Amount of the Revolving Loans of any Lender plus the participation of such Lender in the
Dollar Equivalent of the Effective Amount of all L/C Obligations and such Lender's Pro Rata Share of the Effective Amount of any outstanding
Swing Line Loans shall not at any time exceed such Lender's Commitment; and provided further , that after giving effect to any Borrowing of
Offshore Currency Loans, the sum of the Effective Amount of all outstanding Offshore Currency Loans plus the Effective
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