Supercuts 2012 Annual Report Download - page 158

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“(as such Schedule 8G may have been modified from time to time by written supplements thereto delivered by the Company and
accepted in writing by Prudential)”
1.9. Paragraph 8G of the Shelf Agreement is further amended by amending and restating the fourth sentence thereof to read as
follows:
“
The Company is not party to any agreement evidencing or pertaining to Debt of the Company in an outstanding or committed amount
in excess of $20,000,000 which includes any operation or financial covenant which is more favorable to a lender or other beneficiary
than those set forth in paragraph 6 hereof, except as set forth in the agreements listed on Schedule 8G-2 attached hereto (as such
Schedule 8G-2 may have been modified from time to time by written supplements thereto delivered by the Company and accepted in
writing by Prudential).”
1.10. Paragraph 8G of the Shelf Agreement is further amended by replacing the reference to “paragraph 5F” in the last sentence
thereof with “paragraph 6E”.
1.11. Paragraph 10B of the Shelf Agreement is amended by adding, or amending and restating, as applicable, the following
definitions in their entirety to read as follows:
“Credit Agreement” shall mean that certain Credit Agreement dated as of June 30, 2011 among the Company, various
financial institutions, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents named therein, as amended,
supplemented or modified from time to time in accordance with the terms thereof.
“EBITDA” means, for any period, for the Company and its Subsidiaries on a consolidated basis, determined in accordance
with generally accepted accounting principles, the total, without duplication, of
(a) net income (or net loss) for such period, excluding any gains or losses from sales of assets and any extraordinary non-
cash
gains or losses during such period ( provided that the net income of any Person that is not a Subsidiary of the Company shall be
included in the consolidated net income of the Company only to the extent of the amount of cash dividends or distributions paid by
such Person to the Company or to a consolidated Subsidiary of the Company), plus
(b) to the extent included in the determination of such net income (or net loss), the sum, without duplication, of (i) all
amounts treated as expenses for depreciation (including, without duplication, non-cash losses (net of non-cash gains) upon the closing
and abandonment of any non-franchised store locations), plus (ii) all amounts treated as expenses for interest paid or accrued, plus
(iii)
all amounts treated as expenses for amortization of intangibles of any kind, plus (iv) all taxes paid or accrued and unpaid on or
measured by income, plus (v) any non-
cash interest expense on Indebtedness convertible into shares of common stock of the Company
plus
(c) the amount of any other charge in respect of non-recurring expenses for such period arising in connection with
acquisitions, to the extent approved by the Required Holders; plus
4