Supercuts 2008 Annual Report Download - page 197

" Solvent " means, when used with respect to a Person, that (a) the fair saleable value of the assets of such Person is in excess of the total
amount of the present value of its liabilities (including for purposes of this definition all liabilities (including loss reserves as determined by such
Person), whether or not reflected on a balance sheet prepared in accordance with GAAP and whether direct or indirect, fixed or contingent,
secured or unsecured, disputed or undisputed), (b) such Person is able to pay its debts or obligations in the ordinary course as they mature and
(c) such Person does not have unreasonably small capital to carry out its business as conducted and as proposed to be conducted. " Solvency "
shall have a correlative meaning.
" Specified Acquisition Debt " means Indebtedness of a Person that was the subject of an Acquisition by the Company or any Subsidiary in
an aggregate amount not to exceed $10,000,000 at any one time outstanding that (a) remains outstanding no more than 90 days after the date on
which such Acquisition was consummated, (b) is the subject of a default under the terms thereof solely as a result of the consummation of such
Acquisition, and (c) has not been accelerated or otherwise become immediately repayable and in respect of which the lenders thereof have not
exercised any available remedies.
" Spot Rate " for a currency means the rate quoted by JPMorgan as the spot rate for the purchase by JPMorgan of such currency with
another currency through its FX Trading Office at approximately 11:00 a.m. (London time) on the date two Business Days prior to the date as of
which the foreign exchange computation is made.
" Subsidiary
" of a Person means any corporation, association, partnership, limited liability company, joint venture (excluding, in the case of
the Company or a Subsidiary, any Joint Venture) or other business entity the accounts of which would be consolidated with those of such Person
in such Person's consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date. Unless
the context otherwise clearly requires, references herein to a "Subsidiary" refer to a Subsidiary of the Company.
" Subsidiary Guaranty " means the Guaranty dated as of the Effective Date by certain of the Subsidiaries in favor of the Administrative
Agent and the Lenders, substantially in the form attached hereto as Exhibit D .
" Surety Instruments " means all letters of credit (including standby and commercial), banker's acceptances, bank guaranties, shipside
bonds, performance bonds, surety bonds and similar instruments.
" Swap Contract " means any agreement, whether or not in writing, relating to any transaction that is a rate swap, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap or option, bond, note or bill option, interest rate option, forward
foreign exchange transaction, cap, collar or floor transaction, currency swap, cross-currency rate swap, swaption, currency option or any other,
similar transaction (including any option to enter into any of the foregoing) or any combination of the foregoing, and, unless the context
otherwise clearly requires, any master agreement relating to or governing any or all of the foregoing.
" Swap Termination Value " means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally
enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out
and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in
clause (a) the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined by the Company based upon one or
more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include any
Lender).
" Swing Line Commitment " means at any time, the obligation of the Swing Line Lender to make Swing Line Loans pursuant to
Section 2.05 .
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