Supercuts 2008 Annual Report Download - page 188

(including, without duplication, non-cash gains and losses upon the closing and abandonment of any non-franchised store locations) and interest
and the amortization of intangibles of any kind, plus (ii) all taxes paid or accrued and unpaid on or measured by income, plus (iii) non-cash
impairment charges arising in connection with any Joint Venture plus (c) without duplication, the amount of any other charge in respect of non-
recurring expenses arising in connection with Acquisitions, to the extent approved by the Administrative Agent and the Required Lenders;
provided
that if the Company or any Subsidiary acquires a Person (an " Acquired Person ") in an Acquisition in such period, then all of the
Acquired Person's EBITDA (calculated for such Person as set forth above without giving effect to clause (c) ) for the four fiscal quarters then
ended shall be added to EBITDA, and if the Company or any Subsidiary sells all or substantially all of the stock or assets of any Subsidiary in
any such period, then the EBITDA of such Subsidiary (calculated for such Person as set forth above without giving effect to clause (c) ) shall be
deducted from EBITDA.
" EBITDAR " means, for any period, for the Company and its Subsidiaries on a consolidated basis, determined in accordance with GAAP,
the sum of (a) EBITDA for such period, minus (b) any Acquired Person's EBITDA added to the determination of EBITDA for the four fiscal
quarters then ended pursuant to the proviso set forth in the definition of EBITDA, plus (c) the EBITDA of any Subsidiary deducted from the
determination of EBITDA for the four fiscal quarters then ended pursuant to the proviso set forth in the definition of EBITDA, plus
(d) all Rental
Expense for such period.
" Effective Amount " means (a) with respect to any Loan on any date, the aggregate outstanding principal Dollar Equivalent amount thereof
after giving effect to any Borrowing, prepayment or repayment of Loans occurring on such date and any Swing Line Loan made on such date;
and (b) with respect to any outstanding L/C Obligations on any date, the Dollar Equivalent amount of such L/C Obligations on such date after
giving effect to any Issuance occurring on such date and any other change in the aggregate amount of the L/C Obligations as of such date,
including as a result of any reimbursements of outstanding unpaid drawings under any Letter of Credit or any reduction in the maximum amount
available for drawing under any Letter of Credit taking effect on such date.
" Effective Date " means the date on which all conditions precedent set forth in Section 5.01
are satisfied or waived by all Lenders (or, in the
case of subsection 5.01(e) , waived by the Person entitled to receive such payment).
" Eligible Assignee " means (a) a commercial bank organized under the laws of the United States, or any state thereof, and having a
combined capital and surplus of at least $100,000,000; (b) a commercial bank organized under the laws of any other country which is a member
of the Organization for Economic Cooperation and Development (the " OECD "), or a political subdivision of any such country, and having a
combined capital and surplus of at least $100,000,000, provided
that such bank is acting through a branch or agency located in the United States;
(c) a Person that is primarily engaged in the business of commercial banking and that is (i) a Subsidiary of a Lender, (ii) a Subsidiary of a Person
of which a Lender is a Subsidiary, or (iii) a Person of which a Lender is a Subsidiary, (d) an Approved Fund and (e) any other Person that has
been approved in writing as an Eligible Assignee by the Company (prior to the occurrence and continuance of an Event of Default) and the
Administrative Agent.
" Empire Joint Venture " means the Joint Venture between the Company and Empire Beauty School Inc. known as "Empire Education
Group, Inc."
" Environmental Claims
" means all claims, however asserted, by any Governmental Authority or other Person alleging potential liability or
responsibility for violation of any Environmental Law, or for release or injury to the environment or threat to public health, personal injury
(including sickness, disease or death), property damage, natural resources damage, or otherwise alleging liability or responsibility for damages
(punitive or otherwise), investigation, cleanup, removal, remedial or response
6