Urban Outfitters 2014 Annual Report Download - page 96

“Debt” means, with respect to the Borrowers and their Subsidiaries at any date and without duplication, the sum of the following determined in
accordance with GAAP: (a) all liabilities, obligations and indebtedness for borrowed money, including without limitation obligations evidenced by bonds,
debentures, notes or other similar instruments of any such Person, provided, however, that liabilities, obligations and indebtedness under operating leases
shall not constitute Debt unless and until payments thereunder become past due or accelerated in accordance with GAAP; (b) all obligations to pay the deferred
purchase price of property or services of any such Person, except trade payables arising in the ordinary course of business not more than thirty (30) days past
due; (c) all obligations of any such Person as lessee under Capital Leases and under “synthetic” or similar leases; (d) all Debt secured by any Lien upon
property or assets owned by such Person, notwithstanding that such Person has not assumed or become liable for the payment of such Debt; (e) all Guaranty
Obligations of any such Person; (f) all obligations, contingent or otherwise, of any such Person relative to the face amount of letters of credit, whether or not
drawn, including without limitation any Reimbursement Obligation, and banker’s acceptances issued for the account of any such Person; (g) all obligations of
any such Person to redeem, repurchase, exchange, defease or otherwise make payments in respect of capital stock or other securities of such Person; and
(h) all obligations incurred by any such Person pursuant to Hedging Agreements.
“Default” means any of the events specified in Section 11.1 hereof which with the passage of time, the giving of notice or any other condition,
would constitute an Event of Default.
“Defaulting Lender” has the meaning assigned to such term in Section 4.6(d) hereof.
“Dollar Equivalent” means, on any date of determination with respect to any Alternate Currency Loan or Alternate Currency Letter of Credit, the
amount, as determined by Administrative Agent, of Dollars which could be purchased with the amount of the relevant Alternate Currency involved in such
computation at the spot rate at which Dollars may be exchanged into such Alternate Currency as set forth on such date on the applicable Dow Jones Telerate
page (or any successor pages) or, if such rate does not appear on such pages, at the rate of exchange quoted by the Administrative Agent in Philadelphia,
Pennsylvania at 11:00 a.m. on the date of determination, to prime banks in New York City for the spot purchase in the New York foreign exchange market of
such amount of Dollars with such Alternate Currency, as the case may be.
“Dollars or $” means, unless otherwise qualified, the lawful currency of the United States of America.
“EBIT” means, for any period of determination, as to Urban and its Consolidated Subsidiaries, net income for such period, plus Interest
Expense and taxes, in each case as determined in accordance with GAAP and, if applicable, to the extent each has been deducted in determining net income.
For the purpose of calculating EBIT, for any period of determination, (i) if at any time during such period a Material Acquisition is made, EBIT shall be
calculated after giving the pro forma effect to such Material Acquisition (if positive) as if it had occurred on the first day of such period, and (ii) if at any time
during such period a Material Disposition is made, EBIT shall be reduced by an amount equal to EBIT (if positive) attributed to the property that is subject to
such Material Disposition or increased by an amount equal to EBIT (if negative) attributed to the property that is subject to such Material Disposition.
“EBITDAR” means, for any period of determination, as to Urban and its Consolidated Subsidiaries, EBIT plus depreciation expense,
amortization expense and Rents for such period, in each case as determined in accordance with GAAP (except Rents, which shall be determined on a cash
rather than an accrual basis) and, if applicable, to the extent each has been deducted in determining net income. For the purpose of calculating EBITDAR, for
any period of determination, (i) if at any time during such period a Material Acquisition is made, EBITDAR shall be calculated after giving the pro forma
effect to