Supercuts 2008 Annual Report Download - page 186

Administrative Agent against, any loss resulting from the acquisition of Governmental Obligations, and the Administrative Agent shall not have
any obligation to monitor the trading activity of any Governmental Obligation on and after the acquisition thereof for the purpose of obtaining
the highest possible return with respect thereto, the Administrative Agent's responsibility being limited to acquiring Governmental Obligations.
" Cash Equivalents " means:
(a) securities issued or fully guaranteed or insured by the United States Government or any agency thereof and (i) backed by the full faith
and credit of the United States or such other countries where the Company or its Subsidiaries have operations, (ii) purchased in the ordinary
course of business consistent with past practices and (iii) having maturities of not more than twelve months from the date of acquisition;
(b) certificates of deposit, time deposits, Eurodollar time deposits, repurchase agreements, reverse repurchase agreements and bankers'
acceptances, having in each case a term of not more than twelve months, issued by any Lender, or by any U.S. commercial bank or non-U.S.
commercial bank in the ordinary course of business consistent with past practices having combined capital and surplus of not less than
$100,000,000 whose short term securities are rated at least A-1 by Standard & Poor's Ratings Group, a division of The McGraw Hill
Companies, Inc. (" S&P ") and P-1 by Moody's Investors Service, Inc. (" Moody's "); and
(c) commercial paper of an issuer rated at least A-1 by S&P or P-1 by Moody's and in either case having a tenor of not more than three
months.
" CERCLA " has the meaning specified in the definition of "Environmental Laws."
" Change of Control " means (a) any Person or any two or more Persons acting in concert acquiring beneficial ownership (within the
meaning of Rule 13d-3 of the Securities and Exchange Commission under the Exchange Act), directly or indirectly, of capital stock of the
Company (or other securities convertible into such capital stock) representing 20% or more of the combined voting power of all capital stock of
the Company entitled to vote in the election of directors, other than capital stock having such power only by reason of the happening of a
contingency; or (b) during any period of twelve consecutive calendar months, individuals who at the beginning of such period constituted the
Company's board of directors (together with any new directors whose election by the Company's board of directors or whose nomination for
election by the Company's stockholders was approved by a vote of at least a majority of the directors then still in office who either were directors
at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reasons other than death
or disability to constitute a majority of the directors then in office.
" Code " means the Internal Revenue Code of 1986.
" Commitment " has the meaning specified in Section 2.01 .
" Commitment Increase " has the meaning specified in Section 2.17 .
" Company "—see the preamble.
" Compliance Certificate " means a certificate substantially in the form of Exhibit B .
" Computation Date " has the meaning specified in subsection 2.06(a) .
" Contingent Obligation " means, as to any Person, any direct or indirect liability of that Person, whether or not contingent, with or without
recourse, (a) with respect to any Indebtedness, lease, dividend, letter of credit or other obligation (the " primary obligations ") of another Person
(the " primary obligor
"), including any obligation of that Person (i) to purchase, repurchase or otherwise acquire such primary obligations or any
security therefor, (ii) to advance or provide funds for the payment or
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