Supercuts 2008 Annual Report Download - page 194

" Note " means a promissory note executed by the Company in favor of a Lender pursuant to subsection 2.02(b) .
" Note Agreements " means, collectively, (a) the Amended and Restated Private Shelf Agreement dated as of October 3, 2000 between the
Company and the purchasers named therein, (b) the Note Purchase Agreement dated as of March 1, 2002 between the Company and the
purchasers named therein and (c) the Master Note Purchase Agreement dated as of March 15, 2005 between the Company and the purchasers
named therein.
" Notice of Borrowing " means a Notice of Borrowing/Conversion/Continuation in substantially the form of Exhibit A .
" Obligations " means all advances, debts, liabilities, obligations, covenants and duties arising under any Loan Document owing by the
Company or any Subsidiary to any Lender, the Administrative Agent or any Indemnified Person, whether direct or indirect (including those
acquired by assignment), absolute or contingent, due or to become due or now existing or hereafter arising.
" Offshore Currency " means at any time any Additional Offshore Currency and any Designated Offshore Currency.
" Offshore Currency Loan " means any Offshore Rate Loan denominated in an Offshore Currency.
" Offshore Currency Loan Sublimit " means $25,000,000.
" Offshore Rate " means, for any Interest Period, with respect to Offshore Rate Loans comprising part of the same Borrowing, the rate of
interest per annum (rounded upward to the next 1/100th of 1%) determined by the Administrative Agent as follows:
Where,
" Eurodollar Reserve Percentage
" means for any day during any Interest Period, the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the FRB to which any
Lender is subject for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of the FRB), which
reserve percentages shall include those imposed pursuant to such Regulation D; provided that (i) Offshore Rate Loans shall be deemed to
constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or
offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation and (ii) the
Eurodollar Reserve Percentage shall be adjusted automatically on and as of the effective date of any change in any such reserve
percentage; and
" LIBO Rate
" means, with respect to any Offshore Rate Loan for any Interest Period, the rate appearing on the Reuters BBA LIBOR
Rates page 3750 (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate
quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to
time for purposes of providing quotations of interest rates applicable to dollar deposits 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), as the rate for dollar deposits with a maturity comparable
to such Interest Period. In the event that such rate is not available at such time for any reason, then the "LIBO Rate" with respect to such
Offshore Rate Loan for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such
Interest Period are offered by the
12
Offshore Rate =
LIBO Rate
1.00
—
Eurodollar Reserve Percentage