Circuit City 2011 Annual Report Download - page 98

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“ Borrowers ” shall have the meaning set forth in the introductory paragraph of this Agreement; provided
that, after the
Amendment No. 1 Effective Date, the term Borrowers shall not include the UK Borrower other than as set forth in Section 1 of
Amendment No.1.
“ Borrowers on a Consolidated Basis ”
means the consolidation of SYX and the Borrowers and the Subsidiaries of any Borrower
(without duplication) in accordance with GAAP, but (i) excluding Misco Germany, Inc., a Delaware corporation and (ii) excluding
all Subsidiaries of any Borrower not organized under the laws of any of the fifty States of the United States of America.
“ Borrowing Base ” means the US Borrowing Base.
“ Collateral Documents ”
means, collectively, the Security Agreement, each Control Agreement and any other documents granting
a Lien upon the Collateral as security for payment of the Secured Obligations and each document pursuant to which one or more
Borrowers reaffirms its obligations under one or more previously executed Collateral Documents.
“ Loan Guarantor ”
means each US Borrower, each New Subsidiary and, if and when applicable, each other Person who after the
Amendment No. 1 Effective Date executes and delivers to US Administrative Agent for the benefit of the Lenders a Guarantee of
the Secured Obligations.
“ Loan Parties ” means each Borrower, each Loan Guarantor, and each of US Borrower’
s other Subsidiaries (if organized under
the laws of any of the fifty States of the United States of America) and any other Person who becomes a party to this Agreement
pursuant to a Joinder Agreement and their successors and assigns.
“ Material Adverse Effect ”
means a material adverse effect on (a) the condition, operations, assets, business or prospects of the
applicable Loan Party or Loan Parties, (b) the ability of any Loan Party to perform any of its obligations under the Loan
Documents to which it is a party, (c) the Collateral, or the US Administrative Agent’
s Liens (on behalf of itself and the Lenders)
on the Collateral or the priority of such Liens, or (d) the rights of or benefits available to the US Administrative Agent, the Issuing
Bank or the Lenders thereunder.
(b) Section 1.01 of the Credit Agreement is hereby amended by adding the following defined terms to such section in their proper
alphabetical order:
“ Amendment No. 1 ” shall mean Amendment No. 1 and Waiver to this Agreement, dated as of December [__], 2011.
“ Amendment No. 1 Effective Date ” shall have the meaning set forth in Amendment No. 1.
“ New Subsidiary ”
shall mean each of Global Industrial Holdings LLC, a Delaware limited liability company, SYX North
American Tech Holdings LLC, a Delaware limited liability company, Rebate Holdings LLC, a Delaware limited liability
company, SYX S.A. Holdings Inc., a Delaware corporation and SYX S.A. Holdings II Inc., a Delaware corporation.
3