Common use of ERISA Affiliate Clause in Contracts

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under Section 414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulation), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Agent and the Banks in their sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank designated as such in Schedule 1 hereto; thereafter, such other office of such Bank, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the quotient (rounded upwards to the nearest 1/16 of one percent) of (a) the rate at which the Reference Bank's Eurodollar Lending Office is offered Dollar deposits two Eurodollar Business Days prior to the beginning of such Interest Period in whatever interbank eurodollar market may be selected by the Reference Bank in its sole discretion, acting in good faith, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan to which such Interest Period applies, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate. Eurodollar Rate Loans. Loans bearing interest calculated by reference to a Eurodollar Rate. Event of Default. See Section 12.1.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under Section 414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto of the Lenders would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulation)D) , if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve RateRate and the Agent shall provide the Borrower with prompt written notice of any such change. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank Lender designated as such in Schedule 1 hereto; thereafter, such other office of such BankLender, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the quotient (rounded upwards to the nearest 1/16 of one percent) of (a) the rate at which the Reference Bank's Eurodollar Lending Office Agent is offered Dollar deposits two Eurodollar Business Days prior to the beginning of such Interest Period in whatever an interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faitheurodollar and foreign currency and exchange operations of the Agent are customarily conducted, for delivery on the first day of such Interest Period Period, for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan to which such Interest Period applies, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate. Eurodollar Rate Loans. Loans bearing interest calculated by reference to a the Eurodollar Rate. Event of Default. See Section 12.1.

ERISA Affiliate. Any Person which is treated as a single employer with the --------------- Borrower under Section 414 (S)414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed ---------------------- Pension Plan within the meaning of Section 4043 (S)4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waivedthereunder. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate ------------------------- Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for ----------------------- international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank designated ------------------------- as such in Schedule 1 hereto; thereafter, such other office of such Bank, if -------- - any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate --------------- Loan, the rate of interest equal to (i) the arithmetic average of the rates per annum equal to the quotient for each Reference Bank (rounded upwards to the nearest 1/16 of one percent) of (a) the rate at which the such Reference Bank's Eurodollar Lending Office is offered Dollar deposits two Eurodollar Business Days prior to the beginning of such Interest Period in whatever the interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faitheurodollar and foreign currency and exchange operations of such Eurodollar Lending Office are customarily conducted, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan of such Reference Bank to which such Interest Period applies, divided by (bii) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable. Eurodollar Rate Loans. Revolving Credit Loans and all or any portion of --------------------- the Term Loan bearing interest calculated by reference to a the Eurodollar Rate. Event of Default. See Section 12.1.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under Section 414 ss.414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 ss.4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waivedthereunder. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank designated as such in Schedule 1 hereto; thereafter, such other office of such Bank, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate of interest equal to (i) the arithmetic average of the rates per annum equal to the quotient for each Reference Bank (rounded upwards to the nearest 1/16 of one percent) of (a) the rate at which the such Reference Bank's Eurodollar Lending Office is offered Dollar deposits two Eurodollar Business Days prior to the beginning of such Interest Period in whatever the interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faitheurodollar and foreign currency and exchange operations of such Eurodollar Lending Office are customarily conducted, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan of such Reference Bank to which such Interest Period applies, divided by (bii) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable. Eurodollar Rate Loans. Revolving Credit Loans and all or any portion of the Term Loan bearing interest calculated by reference to a the Eurodollar Rate. Event of Default. See Section 12.1.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under Section 414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar Eurodollar interbank market as may be selected by the Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank designated as such in Schedule 1 hereto; thereafter, such other office of such Bank, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum of interest equal to the quotient (rounded upwards to the nearest 1/16 of one percent) of (ai) the rate per annum at which the Reference BankAgent's Eurodollar Lending Office is offered Dollar deposits two Eurodollar Business Days prior to the beginning of such Interest Period in whatever the interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faitheurodollar and foreign currency and exchange operations of such Eurodollar Lending Office are customarily conducted, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan to which such Interest Period applies, divided by (bii) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable. Eurodollar Rate Loans. Revolving Credit Loans, Acquisition Loans and all or any portion of the Term Loan bearing interest calculated by reference to a the Eurodollar Rate. Event of Default. See Section 12.117.1.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under Section 414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto of the Banks would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulation)D) , if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank designated as such in Schedule 1 hereto; thereafter, such other office of such Bank, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the quotient (rounded upwards to the nearest 1/16 of one percent) of (a) the rate at which the Reference Bank's Eurodollar Lending Office Agent is offered Dollar deposits two Eurodollar Business Days prior to the beginning of such Interest Period in whatever an interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faith, eurodollar and foreign currency and exchange operations of the Agent are customarily conducted for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan to which such Interest Period applies, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate. Eurodollar Rate Loans. Loans bearing interest calculated by reference to a the Eurodollar Rate. Event of Default. See Section 12.1.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under Section 414 414(b) or (c) of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waivedthereunder. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender bank subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar Eurodollar interbank market as may be selected by the Administrative Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank Lender designated as such in Schedule 1 hereto; thereafter, such other office of such BankLender, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate of interest equal to (a) the arithmetic average of the rates per annum equal to for the quotient Reference Lender (rounded upwards to the nearest 1/16 of one percent) of (a) the rate at which the such Reference BankLender's Eurodollar Lending Office is offered Dollar deposits two Eurodollar Business Days prior to the beginning of such Interest Period in whatever the interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faitheurodollar and foreign currency and exchange operations of such Eurodollar Lending Office are customarily conducted, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the principal amount of the Eurodollar Rate Loan of the Reference Lender to which such Interest Period applies, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable. Eurodollar Rate Loans. Revolving Credit Loans bearing interest calculated by reference to a the Eurodollar Rate. Event of Default. See Section 12.113.1.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under Section 414 (S)414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 (S)4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank designated as such in Schedule 1 hereto; thereafter, such other office of such Bank, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate of interest equal to (a) the arithmetic average of the rates per annum equal to the quotient for each Reference Bank (rounded upwards to the nearest 1/16 1/32 of one percent) of (a) the rate at which the such Reference Bank's Eurodollar Lending Office is offered Dollar deposits two Eurodollar Business Days prior to the beginning of such Interest Period in whatever the interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faitheurodollar and foreign currency and exchange operations of such Eurodollar Lending Office are customarily conducted, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan of such Reference Bank to which such Interest Period applies, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable. Eurodollar Rate Loans. Revolving Credit Loans bearing interest calculated by reference to a the Eurodollar Rate. Event of Default. See Section 12.1(S)13.1.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under Section §414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section §4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waivedthereunder. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender bank subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "“Eurocurrency Liabilities" ” (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any such day on which commercial banks are open for international business (including dealings in Dollar deposits) deposits are conducted by and between banks in the London or such other interbank eurodollar interbank market as may be selected by the Agent and the Banks in their sole discretion acting in good faithmarket. Eurodollar Lending Office. Initially, the office of each Bank Lender designated as such in Schedule 1 hereto; thereafter, such other office of such BankLender, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect regard to a Eurodollar Rate Loan, the rate per annum of interest equal to the quotient (rounded upwards to the nearest 1/16 of one percent) of (ai) the rate determined by the Administrative Agent at which the Reference Bank's Eurodollar Lending Office is offered Dollar deposits two Eurodollar Business Days prior to the beginning of for such Interest Period are offered based on information presented on the page of the Telerate screen (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in whatever interbank eurodollar market may be selected by the Reference Bank in its sole discretion, acting in good faith, Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan of the Administrative Agent to which such Interest Period appliesapplies as of 11:00 a.m. London time on the second Eurodollar Business Day prior to the first day of such Interest Period, divided by (bii) a number equal to 1.00 minus the Eurocurrency Reserve Rate; provided, however, if the rate described above does not appear on the Telerate System on any applicable interest determination date, the Eurodollar Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars in an amount equal to the Eurodollar Rate Loan to be advanced by the Administrative Agent for a period of time comparable to such Interest Period which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the second Eurodollar Business Day prior to the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such Interest Period offered by major banks in New York City at approximately 11:00 a.m. New York City time, on the second Eurodollar Business Day prior to the first day of such Interest Period. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be deemed that a Eurodollar Rate pursuant to a Eurodollar Rate Loan cannot be determined. Eurodollar Rate Loans. Revolving Credit Loans and all or any portion of the Tranche B Term Loan bearing interest calculated by reference to a the Eurodollar Rate. Event of Default. See Section 12.1§14.1. Excluded Assets. (a) Real Estate other than (i) Real Estate located at Oxx Xxxxx Xxxxx, 00 Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000, (ii) Real Estate of KHON-TV and KGMB-TV located at 80 Xxxxxx Xxxxxx and 1000 Xxxxxxxxx Xxxxxxxxx, respectively, in Honolulu, Hawaii and (iii) owned Real Estate acquired after the date hereof having a value in excess of $5,000,000 over which the Administrative Agent requests a Lien, (b) LMA Agreements not required to be assigned pursuant to §10.5.1(d)(ii)(B) hereof, (c) property subject to Capitalized Leases and purchase money liens permitted hereunder if such Capitalized Lease or purchase money agreement prohibits assignment or liens in favor of the Administrative Agent and the Lenders to secure the Obligations on the assets subject thereto (but solely to the extent that any such restriction shall be enforceable under applicable law) without the consent of the lessor thereof or other applicable party thereto, and (d) the non-material assets described on Schedule 7.1 hereto or such other non-material assets as may be approved in writing by the Administrative Agent. Excluded Subsidiaries. Collectively, (a) Emmis Enterprises, Inc., an Indiana corporation, and each of its subsidiaries, (b) each subsidiary of Emmis International Broadcasting Corporation other than Emmis Latin America Broadcasting Corporation and Emmis South America Broadcasting Corporation and Emmis Dutch Broadcasting Corporation, each a California corporation, (c) any other subsidiary formed or acquired by Emmis International Broadcasting Corporation following the date hereof which is not organized under the laws of the United States or any state or political subdivision of the United States unless included at the election of the Borrower upon prior written notice to the Administrative Agent, provided that no such subsidiary shall be an Excluded Subsidiary if it is a “Guarantor” under and as defined in the Subordinated Note Indenture or the equivalent under any indenture governing Subordinated Debt (including, without limitation, the Refinancing Note Indenture), (d) Country Sampler Stores LLC, an Illinois limited liability company and each of its subsidiaries, (e) the Austin Partnership and RAM, in each case, until such subsidiary becomes wholly-owned by the Borrower and upon prior written notice to the Administrative Agent, and (f) any other subsidiary formed or acquired by the Borrower or any of its subsidiaries following the date hereof and designated as an Excluded Subsidiary by the Borrower upon prior written notice to the Administrative Agent, provided that after giving effect to such designation no Default of Event of Default is then continuing or is projected to occur under §11. Notwithstanding the foregoing, no Person may be an Excluded Subsidiary hereunder if it is a “Guarantor” under and as defined in the Subordinated Note Indenture or the equivalent under any indenture governing Subordinated Debt (including, without limitation, the Refinancing Note Indenture) or has otherwise guaranteed or given assurances of payment or performance under or in respect of any Indebtedness (including Subordinated Debt) of the Parent, the Borrower or any of the Subsidiaries. Excluded Taxes. See §6.3.2.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under Section 414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank designated as such in Schedule 1 1.1 attached hereto; thereafter, such other office of such Bank, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate of interest equal to (a) the rate per annum equal to the quotient (rounded upwards to the nearest 1/16 of one percent) of (a) the rate at which the Reference Bank's Eurodollar Lending Office is offered Dollar deposits two Eurodollar Business Days prior to the beginning of such Interest Period in whatever the interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faitheurodollar and foreign currency and exchange operations of such Eurodollar Lending Office are customarily conducted, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan of the Reference Bank to which such Interest Period applies, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable. Eurodollar Rate Loans. Loans bearing interest calculated by reference to a the Eurodollar Rate. Event of Default. See Section 12.113.1 hereof.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower or any of its Subsidiaries under Section 414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder with respect to a Guaranteed Pension Plan as to which the requirement of notice has not been waived. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Interest Determination Date. For any Interest Period, the date two Eurodollar Business Days prior to the first day of such Interest Period. Eurodollar Lending Office. Initially, the The office of each any Bank designated as such in Schedule 1 hereto; thereafter, such other office of such Bank, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Loans. Loans bearing interest calculated by reference to the Eurodollar Rate. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum of interest equal to the quotient (rounded upwards to the nearest 1/16 of one percent) of (ai) the rate per annum at which the Reference BankAgent's Eurodollar Lending Office is offered Dollar deposits at approximately 10:00 a.m. (New York time) two (2) Eurodollar Business Days prior to the beginning of such Interest Period in whatever the interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faitheurodollar operations of such Eurodollar Lending Office are customarily conducted, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan of the Agent to which such Interest Period applies, divided by (bii) a number equal to 1.00 minus the Eurocurrency Reserve Rate. Eurodollar Rate Loans. Loans bearing interest calculated by reference , if applicable (rounded upwards to a Eurodollar Rate. Event the nearest 1/16 of Default. See Section 12.1one percent).

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under Section 414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waivedthereunder. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank designated as such in Schedule 1 hereto; thereafter, such other office of such Bank, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate of interest equal to (a) the arithmetic average of the rates per annum equal to the quotient for each Reference Bank (rounded upwards to the nearest 1/16 of one percent) of (a) the rate at which the such Reference Bank's Eurodollar Lending Office is offered Dollar deposits two (2) Eurodollar Business Days prior to the beginning of such Interest Period in whatever the interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faitheurodollar and foreign currency and exchange operations of such Eurodollar Lending Office are customarily conducted, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan of such Reference Bank to which such Interest Period applies, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable. Eurodollar Rate Loans. Revolving Credit Loans bearing interest calculated by reference to a the Eurodollar Rate. Event of Default. See Section 12.1.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under Section 414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto of the Banks would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulation)D) , if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank designated as such in Schedule 1 hereto; thereafter, such other office of such Bank, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the quotient (rounded upwards to the nearest 1/16 of one percent) of (a) the rate at which the Reference Bank's Eurodollar Lending Office Agent is offered Dollar deposits two Eurodollar Business Days prior to the beginning of such Interest Period in whatever an interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faith, eurodollar and foreign currency and exchange operations of the Agent are customarily conducted for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan to which such Interest Period applies, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate. Eurodollar Rate Loans. Loans bearing interest calculated by reference to a the Eurodollar Rate. Event of Default. See Section 12.1.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower Borrower, REA, the Guarantors or their respective Subsidiaries under Section 414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender Lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulation), if such liabilities were outstanding. The Eurocurrency Reserve Eurodollar Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other interbank eurodollar interbank market as may be selected by the Agent and the Banks Reference Bank in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank Lender designated as such in on Schedule 1 hereto; thereafter, such other office of such BankLender, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the quotient (rounded upwards to the nearest 1/16 of one percent) of (a) the rate at which the Reference Bank's Eurodollar Lending Office is offered Dollar deposits two three (3) Eurodollar Business Days prior to the beginning of such Interest Period in whatever interbank eurodollar market may be selected by the Reference Bank in its sole discretion, acting in good faith, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan to which such Interest Period applies, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate. Eurodollar Rate Loans. Loans bearing interest calculated by reference to a Eurodollar Rate. Event of Default. See Section 12.1.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under Section §414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section §4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waivedthereunder. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank designated as such in Schedule 1 hereto; thereafter, such other office of such Bank, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate of interest equal to (a) the rate per annum equal to the quotient (rounded upwards to the nearest 1/16 of one percent) of (a) the rate at which the Reference Bank's Eurodollar Lending Office is offered Dollar deposits two (2) Eurodollar Business Days prior to the beginning of such Interest Period in whatever the interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faitheurodollar and foreign currency and exchange operations of such Eurodollar Lending Office are customarily conducted, for delivery on the first day of such Interest Period for the number of days comprised therein and ar4 in an ax. amount comparable to the amount of the Eurodollar Rate Loan of the Reference Bank to which such Interest Period applies, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable. Eurodollar Rate A Loans. Revolving Credit Loans and all or any portion of the Term Loan A bearing interest calculated by reference to a the Eurodollar Rate. Eurodollar Rate B Loans. All or any portion of the Term Loan B bearing interest calculated by reference to the Eurodollar Rate. Eurodollar Rate Loans. The Eurodollar Rate A Loans A Loans the Eurodollar Rate B Loans. Event of Default. See Section 12.1§14.1. Fee Letter. The fee letter dated on or prior to the Closing Date between the Borrower and the Agent, as the same may be amended, modified or supplemented from lime to time. Founder. Xxxxxx Xxxxxxx, in his individual capacity. generally accepted accounting principles. (a) When used in §11, whether directly or indirectly through reference to a capitalized term used therein, means (i) principles that are consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, in effect for the fiscal year ended on the Balance Sheet Date, and (ii) to the extent consistent with such principles, the accounting practice of the Borrower reflected in its financial statements for the year ended on the Balance Sheet Date, and (b) when used in general, other than as provided above, means principles that are (i) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, as in effect from time to time, and (ii) consistently applied with past financial statements of the Borrower adopting the same principles, provided that in each case referred to in this definition of "generally accepted accounting principles" a certified public accountant would, insofar as the use of such accounting principles is pertinent, be in a position to deliver an unqualified opinion (other than a qualification regarding changes in generally accepted accounting principles) as to financial statements in which such principles have been properly applied. Guaranteed Pension Plan. Any employee pension benefit plan within the meaning of §3(2) of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan.

ERISA Affiliate. Any Person which is treated as a single employer with the a Borrower under Section 414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulation), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in the London or such other eurodollar interbank market as may be selected by the Agent and the Banks in their sole discretion acting in good faithmarket. Eurodollar Lending Office. Initially, the office of each Bank designated as such in Schedule 1 1.1 hereto; thereafter, such other office of such Bank, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For each day during any Interest Period period with respect to a Revolving Credit Eurodollar Rate Loan or a Term Eurodollar Rate Loan, as applicable, the rate per annum equal to the quotient (rounded upwards to the nearest 1/16 1/16th of one percent) of (a) the rate at which per annum as determined by the Reference Bank's Eurodollar Lending Office is offered to be the rate at which Dollar deposits two Eurodollar Business Days prior are offered to prime banks by such banks in the beginning of such Interest Period in whatever interbank eurodollar market may be London Interbank Market as selected by the Reference Bank in its sole discretion, acting in good faith, at approximately 11:00 a.m. London time on such day for delivery on the first day two Eurodollar Business Days thereafter for a period of such Interest Period for the number of days comprised therein one month and in an amount comparable to the amount of the Revolving Credit Eurodollar Rate Loan to which such Interest Period appliesor Term Eurodollar Rate Loan, as applicable, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate. Any change in the Eurodollar Rate shall become effective as of the opening of business on the day on which such change in the Eurodollar Rate becomes effective. Eurodollar Rate Loans. Collectively, the Revolving Credit Eurodollar Rate Loans bearing interest calculated by reference to a and the Term Eurodollar Rate. Event of Default. See Section 12.1Rate Loans.

ERISA Affiliate. Any Person which is treated as a single employer with any of the Borrower Borrowers or Guarantors under Section §414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section §4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waivedthereunder. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Term Loan, the maximum rate (expressed as a decimal) at which any lender bank subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "“Eurocurrency Liabilities" ” (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings dealing in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Agent and the Banks each Lender in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank designated as such in Schedule 1 hereto; thereafter, such other office of such Bank, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to Period, a Eurodollar Rate Loan, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the quotient (rounded upwards to the nearest 1/16 of one percent) higher of (aa)(i) the rate at of interest which is identified and normally published by Bloomberg Professional Service Page BBAM 1 as the Reference Bank's Eurodollar Lending Office is offered Dollar deposits two Eurodollar Business Days prior to rate for loans in United States dollars for the beginning of such applicable Interest Period in whatever interbank eurodollar market may be selected by under the Reference Bank in its sole discretioncaption British Bankers Association Eurodollar Rates as of 11:00 a.m. (London time), acting in good faith, for delivery on the second full Business Day next preceding the first day of such Interest Period for (unless such date is not a Business Day, in which event the number of days comprised therein next succeeding Business Day will be used); multiplied by (ii) the Statutory Reserve Rate and in an amount comparable to the amount of (b) 3.50% per annum. If Bloomberg Professional Service no longer reports the Eurodollar Rate Loan or any Lender determines in good faith that the rate so reported no longer accurately reflects the rate available to which such Interest Period appliesLender in the London Interbank Market or if such index no longer exists or if Page BBAM 1 no longer exists or accurately reflects the rate available to such Lender in the London Interbank Market, divided by (b) such Lender may select a number equal to 1.00 minus replacement index or replacement page, as the Eurocurrency Reserve Rate. Eurodollar Rate Loans. Loans bearing interest calculated by reference to a Eurodollar Rate. Event of Default. See Section 12.1case may be.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower Borrowers under Section 414 414(b), (c), (m) and (o) of the Code. ERISA Reportable EventREPORTABLE EVENT. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waivedthereunder. Eurocurrency Reserve RateEUROCURRENCY RESERVE RATE. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender bank subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" “EUROCURRENCY LIABILITIES” (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business DayEURODOLLAR BUSINESS DAY. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Agent and the Banks in their its sole reasonable discretion acting in good faith. Eurodollar Lending OfficeEURODOLLAR LENDING OFFICE. Initially, the office of each Bank Revolving Credit Lender designated as such in Schedule 1 SCHEDULE 1.1(b) hereto; thereafter, such other office of such BankLender, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar RateEURODOLLAR RATE. For any Interest Period with respect to a Eurodollar Rate Loan, the rate of interest equal to (a) the arithmetic average of the rates per annum equal to the quotient (rounded upwards to the nearest 1/16 1/100 of one percent) of (a) determined by the Agent in good faith to be the highest prevailing rate per annum at which the Reference Bank's Eurodollar Lending Office Fleet is offered Dollar deposits two Eurodollar Business Days prior to the beginning of such Interest Period in whatever the interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faitheurodollar and foreign currency and exchange operations of Fleet are customarily conducted, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan of the Lender to which such Interest Period applies, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable. Eurodollar Rate LoansEURODOLLAR RATE LOANS. Revolving Credit Loans bearing interest calculated by reference to a the Eurodollar Rate. Event of Default. See Section 12.1.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under Section 414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulation), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar Eurodollar interbank market as may be selected by the Agent and the Banks in their sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank designated as such in Schedule 1 1.1 hereto; thereafter, such other office of such Bank, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the quotient (rounded upwards to the nearest 1/16 of one percent) of (a) the rate at which the Reference Bank's Eurodollar Lending Office is offered Dollar deposits two Eurodollar Business Days prior to the beginning of such Interest Period in whatever interbank eurodollar Eurodollar market may be selected by the Reference Bank in its sole discretion, acting in good faith, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan to which such Interest Period applies, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate. Eurodollar Rate Loans. Loans bearing interest calculated by reference to a Eurodollar Rate. Event of Default. See Section 12.1.

ERISA Affiliate. Any Person which is treated as a single employer with the any --------------- Borrower under Section 414 ss.414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed ------------------------ Pension Plan within the meaning of Section 4043 ss.4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waivedthereunder. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate -------------------------- Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for ------------------------- international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Administrative Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank designated as ------------------------- such in Schedule 1 hereto; thereafter, such other office of such Bank, if any, -------- - that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate ---------------- Loan, the rate of interest equal to (i) the rate per annum equal to the quotient (rounded upwards to the nearest 1/16 of one percent) of (a) the rate at which the Reference BankAdministrative Agent's Eurodollar Lending Office is offered Dollar deposits two Eurodollar Business Days prior to the beginning of such Interest Period in whatever the interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faitheurodollar and foreign currency and exchange operations of such Eurodollar Lending Office are customarily conducted, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan of the Administrative Agent to which such Interest Period applies, divided by (bii) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable. Eurodollar Rate Loans. Revolving Credit Loans bearing interest calculated --------------------- by reference to a the Eurodollar Rate. Event of Default. See Section 12.1ss.13.1. ---------------- Existing Credit Agreements. As defined in the preamble hereto. -------------------------- Existing FAC Credit Agreement. As defined in the preamble hereto. ----------------------------- Existing FCI Credit Agreement. As defined in the preamble hereto. ----------------------------- Existing Resort Cities. Any of Flagstaff, Arizona; Sedona, Arizona; ------------------------ Fairfield Bay, Arkansas; Ventura, California; Daytona Beach, Florida; Destin, Florida; Kissimmee, Florida; Orlando, Florida; Pompano Beach, Florida; Villa Rica, Georgia; Branson, Missouri; Las Vegas, Nevada, Lake Lure, North Carolina; Xxx Xxxx, Xxxxx Xxxxxxxx; Xxxxxxx, Xxxxx Xxxxxxxx; Xxxxxx Xxxxxx, Xxxxx Xxxxxxxx; Xxxxxx Xxxxx, Xxxxx Xxxxxxxx; Fairfield Glade, Tennessee; Pagosa Springs, Colorado; Xxxxxx County, Tennessee; Nashville, Tennessee; Broward County, Florida; Alexandria, Virginia; and Williamsburg, Virginia. In addition, any city which is the location of a Startup Project that has generated positive net income for each of four (4) consecutive months shall be deemed an Existing Resort City, and any city which is the location of a Project that is an Approved Project by reason of its having been approved as such by the Administrative Agent and has generated positive net income for each of four (4) consecutive months shall be deemed an Existing Resort City.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower or any of its Subsidiaries under Section 414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder with respect to a Guaranteed Pension Plan as to which the requirement of notice has not been waived. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board 13 -7- of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Administrative Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Interest Determination Date. For any Interest Period, the date two Eurodollar Business Days prior to the first day of such Interest Period. Eurodollar Lending Office. Initially, the office of each Bank designated as such set forth in Schedule 1 hereto; thereafter, upon notice to the Administrative Agent, such other office of such Bank, if any, Bank that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Loans. Syndicated Loans bearing interest calculated by reference to the Eurodollar Rate. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate of interest equal to (i) the arithmetic average of the rates per annum equal to the quotient (rounded upwards to the nearest 1/16 of one percent) of (a) the rate for each Reference Bank at which the such Reference Bank's Eurodollar Lending Office is offered Dollar deposits at approximately 10:00 a.m. (New York time) two Eurodollar Business Days prior to the beginning of such Interest Period in whatever the interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faitheurodollar operations of such Eurodollar Lending Office are customarily conducted, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan of such Reference Bank to which such Interest Period applies, divided by (bii) a number equal to 1.00 minus the Eurocurrency Reserve Rate. Eurodollar Rate Loans. Loans bearing interest calculated by reference , if applicable (rounded upwards to a Eurodollar Rate. Event the nearest 1/16 of Default. See Section 12.1one percent).

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under Section 414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender Bank subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Managing Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank designated as such in Schedule 1 hereto; thereafter, such other office of such Bank, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum of interest equal to (a) the quotient arithmetic average (rounded upwards to the nearest 1/16 of one percent) of (a) the rate rates per annum at which the Reference BankManaging Agent's Eurodollar Lending Office is offered Dollar deposits two (2) Eurodollar Business Days prior to the beginning of such Interest Period in whatever the interbank eurodollar market may be selected by where the Reference Bank in its sole discretioneurodollar and foreign currency and exchange operations of such Eurodollar Lending Office are customarily conducted at or about 11:00 a.m., acting in good faithBoston, Massachusetts time, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan to which such Interest Period applies, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable. Eurodollar Rate Loans. Revolving Credit Loans and all or any portion of the Term Loans bearing interest calculated by reference to a the Eurodollar Rate. Event of Default. See Section 12.116 hereof.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower or any of its Subsidiaries under Section 414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto the Administrative Agent would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Administrative Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank designated as such in Schedule 1 hereto; thereafter, such other office of such Bank, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar RateInterest Determination Date. For any Interest Period with respect to a Eurodollar Rate LoanPeriod, the rate per annum equal to the quotient date two (rounded upwards to the nearest 1/16 of one percent2) of (a) the rate at which the Reference Bank's Eurodollar Lending Office is offered Dollar deposits two Eurodollar Business Days prior to the beginning first day of such Interest Period Period. Eurodollar Loans. Syndicated Loans bearing interest calculated by reference to the Eurodollar Rate. Eurodollar Offered Rate. The rate per annum at which deposits of Dollars are offered to the Administrative Agent by prime banks in whatever Eurodollar interbank eurodollar market may be selected by the Reference Bank Administrative Agent, in its sole discretion, acting in good faith, for delivery at or about 11:00 a.m. local time in such interbank market, on the first day Eurodollar Interest Determination Date for a period equal to the period of such Interest Period for the number of days comprised therein and in an amount comparable substantially equal to the principal amount of requested to be loaned at or converted to a rate based on the Eurodollar Rate Loan to which such Interest Period applies, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate. Eurodollar Rate Loans. Loans bearing interest calculated by reference to a Eurodollar Rate. With respect to Syndicated Loans, the rate per annum, rounded upwards to the nearest 1/16 of 1%, determined by the Administrative Agent with respect to an Interest Period, in accordance with the following formula: Eurodollar Rate = Eurodollar Offered Rate 1-Reserve Rate Event of Default. See Section 12.112.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under Section 414 ss.414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 ss.4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waivedthereunder. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Administrative Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank designated as such in Schedule 1 hereto; thereafter, such other office of such Bank, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate of interest equal to (i) the arithmetic average of the rates per annum equal to the quotient for each Reference Bank (rounded upwards to the nearest 1/16 of one percent) of (a) the rate at which the each such Reference Bank's Eurodollar Lending Office is offered Dollar deposits at 11:00 a.m. (London time) two Eurodollar Business Days prior to the beginning of such Interest Period in whatever the interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faitheurodollar and foreign currency and exchange operations of such Eurodollar Lending Office are customarily conducted, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan of such Reference Bank to which such Interest Period applies, divided by (bii) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable. Eurodollar Rate Loans. Revolving Credit Loans bearing interest calculated by reference to a the Eurodollar Rate. Event of Default. See Section 12.1.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under Section 414 ss.414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 ss.4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulation), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Agent and the Banks Lenders in their sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank Lender designated as such in Schedule 1 hereto; thereafter, such other office of such BankLender, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the quotient (rounded upwards to the nearest 1/16 of one percent) of (a) the rate at which the Reference BankLender's Eurodollar Lending Office is offered Dollar deposits two Eurodollar Business Days prior to the beginning of such Interest Period in whatever interbank eurodollar market may be selected by the Reference Bank Lender in its sole discretion, acting in good faith, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan to which such Interest Period applies, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate. Eurodollar Rate Loans. Loans bearing interest calculated by reference to a Eurodollar Rate. Event of Default. See Section 12.1.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under Section 414 ss.414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 ss.4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waivedthereunder. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Administrative Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank designated as such in Schedule 1 hereto; thereafter, such other office of such Bank, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate of interest equal to (i) the arithmetic average of the rates per annum equal to the quotient for each Reference Bank (rounded upwards to the nearest 1/16 of one percent) of (a) the rate at which the each such Reference Bank's Eurodollar Lending Office is offered Dollar deposits at 11:00 a.m. (London time) two Eurodollar Business Days prior to the beginning of such Interest Period in whatever the interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faitheurodollar and foreign currency and exchange operations of such Eurodollar Lending Office are customarily conducted, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan of such Reference Bank to which such Interest Period applies, divided by (bii) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable. Eurodollar Rate Loans. Revolving Credit Loans and all or any portion of the Term Loan bearing interest calculated by reference to a the Eurodollar Rate. Event of Default. See Section 12.1.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under Section 414 of the Code. ERISA Reportable EventREPORTABLE EVENT. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waivedthereunder. Eurocurrency Reserve RateEUROCURRENCY RESERVE RATE. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender bank subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency LiabilitiesEUROCURRENCY LIABILITIES" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business DayEURODOLLAR BUSINESS DAY. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Administrative Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending OfficeEURODOLLAR LENDING OFFICE. Initially, the office of each Bank Lender designated as such in Schedule SCHEDULE 1 hereto; thereafter, such other office of such BankLender, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar RateEURODOLLAR RATE. For any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum of interest equal to the quotient (rounded upwards to the nearest 1/16 of one percent) of (a) the rate determined by the Administrative Agent at which the Reference Bank's Eurodollar Lending Office is offered Dollar deposits two Eurodollar Business Days prior to the beginning of for such Interest Period in whatever interbank eurodollar market may be selected by are offered based on information presented on Page 3750 of the Reference Bank in its sole discretion, acting in good faith, for delivery Dow Jones Market Service (formerly known as the Telerate Service) xx of 11:00 a.m. London time on the second Eurodollar Business Day prior to the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan to which such Interest Period appliesPeriod, divided by (b) a number equal to 1.00 minus MINUS the Eurocurrency Reserve Rate. If the rate described above does not appear on the Dow Jones Market Service on any applicable interest determinatiox xxxe, the Eurodollar Rate Loansshall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to such Eurodollar Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the second Eurodollar Business Day prior to the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such Interest Period offered by major banks in New York City at approximately 11:00 a.m. New York City time, on the second Eurodollar Business Day prior to the first day of such Interest Period. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be considered that Eurodollar Rate pursuant to a Eurodollar Rate Loan cannot be determined. EURODOLLAR RATE LOANS. Revolving Credit Loans bearing interest calculated by reference to a the Eurodollar Rate. Event of Default. See Section 12.1.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under Section 414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulation), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar Eurodollar interbank market as may be selected by the Agent and the Banks in their sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank designated as such in Schedule 1 1.1 hereto; thereafter, such other office of such Bank, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the quotient (rounded upwards to the nearest 1/16 of one percent) of (a) the rate at which the Reference Bank's Eurodollar Lending Office is offered Dollar deposits two Eurodollar Business Days prior to the beginning of such Interest Period in whatever interbank eurodollar Eurodollar market may be selected by the Reference Bank in its sole discretion, acting in good faith, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan to which such Interest Period applies, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate. Eurodollar Rate Loans. Loans bearing interest calculated by reference to a Eurodollar Rate. Event of Default. See Section 12.1.

ERISA Affiliate. Any Person which is treated as a single employer with either of the Borrower or the Parent under Section 414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank designated as such in Schedule 1 hereto; thereafter, such other office of such Bank, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum of interest equal to the quotient (rounded upwards to the nearest 1/16 of one percent) of (ai) the rate at which the Reference BankBankBoston's Eurodollar Lending Office is offered Dollar deposits deposits, at or about 10:00 a.m., Boston time, two Eurodollar Business Days prior to the beginning of such Interest Period in whatever the interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faitheurodollar and foreign currency and exchange operations of such Eurodollar Lending Office are customarily conducted, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan of BankBoston to which such Interest Period applies, divided by (bii) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable. Eurodollar Rate Loans. Revolving Credit Loans bearing interest calculated by reference to a the Eurodollar Rate. Event of Default. See Section 12.112.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under Section 414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank designated as such in Schedule 1 hereto; thereafter, such other office of such Bank, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum of interest equal to the quotient (rounded upwards to the nearest 1/16 of one percent) of (a) the per annum rate at which the Reference Bank's Eurodollar Lending Office Agent is offered Dollar deposits two (2) Eurodollar Business Days prior to the beginning of such Interest Period in whatever the interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faitheurodollar and foreign currency and exchange operations of the Agent are customarily conducted, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan of the Agent to which such Interest Period applies, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable. Eurodollar Rate Loans. Revolving Credit Loans and all or any portion of the Term Loan bearing interest calculated by reference to a the Eurodollar Rate. Event of Default. See Section 12.1.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower or any of its Subsidiaries under Section 414 of the Code. ERISA Reportable EventREPORTABLE EVENT. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder with respect to a Guaranteed Pension Plan as to which the requirement of notice has not been waived. Eurocurrency Reserve RateEUROCURRENCY RESERVE RATE. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business DayEURODOLLAR BUSINESS DAY. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Administrative Agent and the Banks in their its sole discretion acting in good faith. EURODOLLAR INTEREST DETERMINATION DATE. For any Interest Period, the date two Eurodollar Lending OfficeBusiness Days prior to the first day of such Interest Period. EURODOLLAR LENDING OFFICE. Initially, the office of each Bank designated as such set forth in Schedule SCHEDULE 1 hereto; thereafter, upon notice to the Administrative Agent, such other office of such Bank, if any, Bank that shall be making or maintaining Eurodollar Rate Loans. EURODOLLAR LOANS. Syndicated Loans bearing interest calculated by reference to the Eurodollar Rate. EURODOLLAR RATE. For any Interest Period with respect to a Eurodollar Rate Loan, the rate of interest equal to (i) the arithmetic average of the rates per annum equal to the quotient (rounded upwards to the nearest 1/16 of one percent) of (a) the rate for each Reference Bank at which the such Reference Bank's Eurodollar Lending Office is offered Dollar deposits at approximately 10:00 a.m. (New York time) two (2) Eurodollar Business Days prior to the beginning of such Interest Period in whatever the interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faitheurodollar operations of such Eurodollar Lending Office are customarily conducted, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan of such Reference Bank to which such Interest Period applies, divided by DIVIDED BY (bii) a number equal to 1.00 minus the Eurocurrency Reserve Rate. Eurodollar Rate Loans. Loans bearing interest calculated by reference , if applicable (rounded upwards to a Eurodollar Rate. Event the nearest 1/16 of Default. See Section 12.1one percent).

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under Section 414 ss.414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 (S)4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waivedthereunder. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Administrative Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank Lender designated as such in Schedule 1 hereto; thereafter, such other office of such BankLender, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum of interest equal to the quotient (rounded upwards to the nearest 1/16 of one percent) of (a) the rate per annum at which the Reference BankLender's Eurodollar Lending Office is offered Dollar deposits two (2) Eurodollar Business Days prior to the beginning of such Interest Period in whatever the interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faitheurodollar and foreign currency and exchange operations of such Eurodollar Lending Office are customarily conducted, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan of the Reference Lender to which such Interest Period applies, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable. Eurodollar Rate Loans. Revolving Credit Loans bearing interest calculated by reference to a the Eurodollar Rate. Event of Default. See Section 12.1(S)13.1.

ERISA Affiliate. Any Person which is treated as a single employer with the any Borrower under Section 414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender Bank subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar Dollar interbank market as may be selected by the Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank designated as such in Schedule 1 hereto; thereafter, such other office of such Bank, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate of interest equal to (i) the arithmetic rate per annum equal to the quotient (rounded upwards to the nearest 1/16 of one percent) of (a) the rate at which the Reference Bank's Eurodollar Lending Office is offered Dollar deposits are offered to the Agent by prime banks in whatever Eurodollar market may be selected by the Agent in its sole discretion, acting in good faith at or about 10:00 a.m. local time in such interbank market two Eurodollar Business Days prior to the beginning of such Interest Period in whatever interbank eurodollar market may be selected by the Reference Bank in its sole discretion, acting in good faithPeriod, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan to which such Interest Period applies, divided by (bii) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable. Eurodollar Rate Loans. Revolving Credit Loans bearing interest calculated by reference to a the Eurodollar Rate. Event of Default. See Section 12.113. Generally Accepted Accounting Principles or GAAP. When used in general, Generally Accepted Accounting Principles means (1) principles that are consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, in effect for the fiscal year ended on the Balance Sheet Date, as shall be concurred in by independent certified public accountants of recognized standing whose report expresses an unqualified opinion (other than a qualification regarding changes in Generally Accepted Accounting Principles) as to financial statements in which such principles have been applied; and (2) when used with reference to the Borrowers, such principles shall include (to the extent consistent with such principles) the accounting practices reflected in the consolidated financial statements for the year ended on the Balance Sheet Date. Guaranteed Pension Plan. Any employee pension benefit plan within the meaning of 3(2) of ERISA maintained or contributed to by any Borrower or any ERISA Affiliate the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan. Hazardous Substances. See 6.16(b).

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under Section 414 of the Code. ERISA Reportable EventREPORTABLE EVENT. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waivedthereunder. Eurocurrency Reserve RateEUROCURRENCY RESERVE RATE. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender bank subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency LiabilitiesEUROCURRENCY LIABILITIES" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business DayEURODOLLAR BUSINESS DAY. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Administrative Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending OfficeEURODOLLAR LENDING OFFICE. Initially, the office of each Bank Lender designated as such in Schedule 1 SCHEDULE 1(A) hereto; thereafter, such other office of such BankLender, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar RateEURODOLLAR RATE. For any Interest Period with respect to a Eurodollar Rate Loan, the rate of interest equal to (a) the arithmetic average of the rates per annum equal to for the quotient Reference Lender (rounded upwards to the nearest 1/16 of one percent) of (a) the rate at which the Reference BankLender's Eurodollar Lending Office is offered Dollar deposits two Eurodollar Business Days prior to the beginning of such Interest Period in whatever the interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faitheurodollar and foreign currency and exchange operations of such Eurodollar Lending Office are customarily conducted, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan of the Reference Lender to which such Interest Period applies, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable. Eurodollar Rate LoansEURODOLLAR RATE LOANS. Revolving Credit Loans bearing interest calculated by reference to a the Eurodollar Rate. Event of Default. See Section 12.1.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under Section 414 ss.414 of the Code. ERISA Reportable EventREPORTABLE EVENT. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 ss.4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waivedthereunder. Eurocurrency Reserve RateEUROCURRENCY RESERVE RATE. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender bank subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency LiabilitiesEUROCURRENCY LIABILITIES" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business DayEURODOLLAR BUSINESS DAY. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Administrative Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending OfficeEURODOLLAR LENDING OFFICE. Initially, the office of each Bank Lender designated as such in Schedule SCHEDULE 1 hereto; thereafter, such other office of such BankLender, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar RateEURODOLLAR RATE. For any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum of interest equal to the quotient (rounded upwards to the nearest 1/16 of one percent) of (a) the rate determined by the Administrative Agent at which the Reference Bank's Eurodollar Lending Office is offered Dollar deposits two Eurodollar Business Days prior to the beginning of for such Interest Period in whatever interbank eurodollar market may be selected by are offered based on information presented on Telerate Page 3750 as of 11:00 a.m. London time on the Reference Bank in its sole discretion, acting in good faith, for delivery on second Eurodollar Business Day prior to the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan to which such Interest Period appliesPeriod, divided by (b) a number equal to 1.00 minus MINUS the Eurocurrency Reserve Rate. If the rate described above does not appear on the Telerate System on any applicable interest determination date, the Eurodollar Rate Loansshall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to such Eurodollar Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the second Eurodollar Business Day prior to the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such Interest Period offered by major banks in New York City at approximately 11:00 a.m. New York City time, on the second Eurodollar Business Day prior to the first day of such Interest Period. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be considered that Eurodollar Rate pursuant to a Eurodollar Rate Loan cannot be determined. EURODOLLAR RATE LOANS. Revolving Credit Loans bearing interest calculated by reference to a the Eurodollar Rate. Event of Default. See Section 12.1.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under Section 414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto of the Lenders would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank Lender designated as such in Schedule 1 hereto; thereafter, such other office of such BankLender, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the quotient (rounded upwards to the nearest 1/16 of one percent) of (a) the rate at per annum for deposits in Dollars for a period equal in length to such interest period which the Reference Bank's Eurodollar Lending Office is offered Dollar deposits appears on Telerate Page 3750 as of 11:00 a.m. (London, England time) two Eurodollar Business Days prior to the beginning of such Interest Period in whatever interbank eurodollar market may be selected by the Reference Bank in its sole discretion, acting in good faith, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan to which such Interest Period appliesPeriod, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate. Eurodollar Rate Loans. Loans bearing interest calculated by reference to a the Eurodollar Rate. Event of Default. See Section 12.1.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under Section 414 (S)414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 (S)4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank designated as such in Schedule 1 hereto; thereafter, such other office of such Bank, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate of interest equal to (a) the rate per annum equal to the quotient (rounded upwards to the nearest 1/16 of one percent) of (a) the rate at which the Reference Bank's Eurodollar Lending Office is offered Dollar deposits two (2) Eurodollar Business Days prior to the beginning of such Interest Period in whatever the interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faitheurodollar and foreign currency and exchange operations of such Eurodollar Lending Office are customarily conducted, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan of such Reference Bank to which such Interest Period applies, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable. Eurodollar Rate Loans. Revolving Credit Loans bearing interest calculated by reference to a the Eurodollar Rate. Event of Default. See Section 12.1(S)13.1 hereof.

ERISA Affiliate. Any Person which is treated as a single employer with the REIT or the Borrower under Section 414 ss.414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 ss.4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Agent and the Banks in their sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank designated as such in Schedule 1 hereto; thereafter, such other office of such Bank, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the quotient (rounded upwards to the nearest 1/16 of one percent) sum of (a) the arithmetic average of the rates per annum for each Reference Bank equal to the rate at which the such Reference Bank's Eurodollar Lending Office is offered Dollar deposits two Eurodollar Business Days prior to the beginning of such Interest Period in whatever an interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faitheurodollar and foreign currency and exchange operations of such Eurodollar Lending Office are customarily conducted, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan to which such Interest Period applies, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate. Eurodollar Rate Loans. The Revolving Loans bearing interest calculated by reference to a Eurodollar Rate. Event of Default. See Section 12.1.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under Section 414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waivedthereunder. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender bank subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Administrative Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank Lender designated as such in Schedule 1 hereto; thereafter, such other office of such BankLender, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum of interest equal to the quotient (rounded upwards to the nearest 1/16 of one percent) of (a) the rate at which the Reference BankLender's Eurodollar Lending Office is offered Dollar deposits two (2) Eurodollar Business Days prior to the beginning of such Interest Period in whatever the interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faitheurodollar and foreign currency and exchange operations of such Eurodollar Lending Office are customarily conducted, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan of the Reference Lender to which such Interest Period applies, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable. Eurodollar Rate Loans. Revolving Credit Loans and all or any portion of the Term Loan bearing interest calculated by reference to a the Eurodollar Rate. Event of Default. See Section 12.114.1.

ERISA Affiliate. Any Person which is treated as a single employer with the --------------- Borrower under Section 414 (S)414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed ---------------------- Pension Plan within the meaning of Section 4043 (S)4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived. Eurocurrency Reserve Rate. For any day date with respect to a Eurodollar Rate ------------------------- Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for ----------------------- international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank designated ------------------------- as such in Schedule 1 hereto; thereafter, such other office of such Bank, if -------- - any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate --------------- Loan, the rate of interest equal to (a) the arithmetic average of the rates per annum equal to for the quotient Reference Bank (rounded upwards to the nearest 1/16 of one percent) of (a) the rate at which the such Reference Bank's Eurodollar Lending Office is offered Dollar deposits two (2) Eurodollar Business Days prior to the beginning of such Interest Period in whatever the interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faitheurodollar and foreign currency and exchange operations of such Eurodollar Lending Office are customarily conducted, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan of the Reference Bank to which such Interest Period applies, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable. Eurodollar Rate A Loans. Revolving Credit Loans and all or any portion of ----------------------- the Term Loan A bearing interest calculated by reference to a the Eurodollar Rate. Event Eurodollar Rate B Loans. All or any portion of Defaultthe Term Loan B bearing ----------------------- interest calculated by reference to the Eurodollar Rate. See Section 12.1Eurodollar Rate Loans. The Eurodollar Rate A Loans and the Eurodollar Rate --------------------- B Loans.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under Section 414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender Bank subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Administrative Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank designated as such in Schedule 1 hereto; thereafter, such other office of such Bank, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum of interest equal to (a) the quotient arithmetic average (rounded upwards to the nearest 1/16 of one percent) of (a) the rate rates per annum at which the Reference BankAdministrative Agent's Eurodollar Lending Office is offered Dollar deposits two (2) Eurodollar Business Days prior to the beginning of such Interest Period in whatever the interbank eurodollar market may be selected by where the Reference Bank in its sole discretioneurodollar and foreign currency and exchange operations of such Eurodollar Lending Office are customarily conducted at or about 11:00 a.m., acting in good faithNew York, New York time, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan to which such Interest Period applies, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable. Eurodollar Rate Loans. Revolving Credit Loans and all or any portion of the Term Loan bearing interest calculated by reference to a the Eurodollar Rate. Event of Default. See Section 12.114 hereof.

ERISA Affiliate. Any Person which is treated as a single employer with the --------------- Borrower under Section 414 (S)414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed ---------------------- Pension Plan within the meaning of Section 4043 (S)4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waivedthereunder. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate ------------------------- Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for ----------------------- international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank designated ------------------------- as such in Schedule 1 hereto; thereafter, such other office of such Bank, if ---------- any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate --------------- Loan, the rate of interest equal to (i) the arithmetic average of the rates per annum equal to the quotient for each Reference Bank (rounded upwards to the nearest 1/16 of one percent) of (a) the rate at which the such Reference Bank's Eurodollar Lending Office is offered Dollar deposits two (2) Eurodollar Business Days prior to the beginning of such Interest Period in whatever the interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faitheurodollar and foreign currency and exchange operations of such Eurodollar Lending Office are customarily conducted, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan of such Reference Bank to which such Interest Period applies, divided by (bii) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable. Eurodollar Rate Loans. Revolving Credit Loans and all or any portion of --------------------- the Term Loan bearing interest calculated by reference to a the Eurodollar Rate. Event of Default. See Section 12.1.

ERISA Affiliate. Any Person which is treated as a single employer with any of the Borrower Borrowers under Section 414 ss.414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 ss.4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waivedthereunder. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or if commercial banks in London are not open, such other eurodollar interbank market as may be selected by the Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank Lender designated as such in Schedule 1 hereto; thereafter, such other office of such BankLender, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate of interest equal to (i) the arithmetic average of the rates per annum equal to the quotient for each Reference Bank (rounded upwards to the nearest 1/16 of one percent) of (a) the rate at which the such Reference Bank's Eurodollar Lending Office is offered Dollar deposits two Eurodollar Business Days prior to the beginning of such Interest Period in whatever the interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faitheurodollar and foreign currency and exchange operations of such Eurodollar Lending Office are customarily conducted, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan of such Reference Bank to which such Interest Period applies, divided by (bii) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable. Eurodollar Rate Loans. Loans bearing interest calculated by reference to a the Eurodollar Rate. European Acquisition. The purchase on one occasion by Century Aluminum (directly or indirectly) of the majority of the stock or assets of a European entity which is a Related Business. European Subsidiary. One or more direct or indirect subsidiaries of Century Aluminum used to consummate the European Acquisition. Event of Default. See Section 12.1ss.13.1.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under Section 414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waivedthereunder. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender bank subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Administrative Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank Lender designated as such in Schedule 1 hereto; thereafter, such other office of such BankLender, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum of interest equal to the quotient (rounded upwards to the nearest 1/16 of one percent) of (a) the rate determined by the Administrative Agent at which Dollar deposits for such Interest Period are offered based on information presented on Telerate Page 3750 as of 10:00 a.m. (Boston time) two Eurodollar Business Days prior to the beginning of such Interest Period, divided by a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable, or (b) if such information on such Telerate Page is not available, the rate at which the Reference BankAdministrative Agent's Eurodollar Lending Office is offered Dollar deposits at 10:00 a.m. (Boston time) two Eurodollar Business Days prior to the beginning of such Interest Period in whatever the interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faitheurodollar and the foreign currency and exchange operations of such Eurodollar Lending Office are customarily conducted, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan of Fleet to which such Interest Period applies, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable. Eurodollar Rate Loans. Revolving Credit Loans and all or any portion of the Term Loan bearing interest calculated by reference to a the Eurodollar Rate. Event of Default. See Section 12.1.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower Borrowers under Section 414 ss.414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 ss.4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waivedthereunder. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender bank subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Administrative Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank Lender designated as such in Schedule 1 hereto; thereafter, such other office of such BankLender, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate of interest equal to (a) the rate per annum equal to for the quotient Administrative Agent (rounded upwards to the nearest 1/16 of one percent) of (a) the rate at which the Reference BankAdministrative Agent's Eurodollar Lending Office is offered Dollar deposits two (2) Eurodollar Business Days prior to the beginning of such Interest Period in whatever the interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faitheurodollar and foreign currency and exchange operations of such Eurodollar Lending Office are customarily conducted, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan to which such Interest Period applies, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable. Eurodollar Rate Loans. Revolving Credit Loans and all or any portion of the Term Loan bearing interest calculated by reference to a the Eurodollar Rate. Event of Default. See Section 12.1.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower Borrowers under Section 414 ss.414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 ss.4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waivedthereunder. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar U.S. dollar deposits) in London or such other eurodollar interbank market as may be selected by the Agent and the Banks in their sole discretion acting in good faithLondon. Eurodollar Lending Office. Initially, the office of each the Bank designated as such in Schedule 1 heretoby notice to the Borrowers; thereafter, such other office of such the Bank, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate of interest equal to (i) the rate per annum equal to for the quotient Reference Bank (rounded upwards to the nearest 1/16 of one percent) of (a) the rate at which the such Reference Bank's Eurodollar Lending Office is offered Dollar deposits two Eurodollar Business Days prior to the beginning of such Interest Period in whatever the interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faitheurodollar and foreign currency and exchange operations of such Eurodollar Lending Office are customarily conducted, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan of the Reference Bank to which such Interest Period applies, divided by (bii) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable. Eurodollar Rate Loans. Loans bearing interest calculated by reference to a the Eurodollar Rate. Event of Default. See Section 12.1.

ERISA Affiliate. Any Person which is treated as a single employer with the --------------- Borrower under Section 414 (S)414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed ---------------------- Pension Plan within the meaning of Section 4043 (S)4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waivedthereunder. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate ------------------------- Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for ----------------------- international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank designated ------------------------- as such in Schedule 1 hereto; thereafter, such other office of such Bank, if -------- - any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate --------------- Loan, the rate of interest equal to (i) the average of the per annum equal to the quotient rates (rounded upwards to the nearest 1/16 of one percent) of (a) the rate at which the Reference BankLoan and Collateral Agent's Eurodollar Lending Office is offered Dollar deposits two Eurodollar Business Days prior to the beginning of such Interest Period in whatever the interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faitheurodollar and foreign currency and exchange operations of such Eurodollar Lending Office are customarily conducted, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan to which such Interest Period applies, divided by (bii) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable. Eurodollar Rate Loans. Revolving Credit Loans bearing interest calculated --------------------- by reference to a the Eurodollar Rate. Event of Default. See Section 12.1.(S)13.1. ---------------- Fee Letter. The fee letter referred to in (S)5.1. ----------

ERISA Affiliate. Any Person which is treated as a single employer with the --------------- Borrower under Section 414 ss.414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed ------------------------ Pension Plan within the meaning of Section 4043 ss.4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waivedthereunder. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate -------------------------- Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for ------------------------- international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank designated as ------------------------- such in Schedule 1 hereto; thereafter, such other office of such Bank, if any, -------- - that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate ---------------- Loan, the rate of interest equal to (i) the rate per annum equal to the quotient (rounded upwards to the nearest 1/16 of one percent) of (a) the rate at which the Reference Bank's Eurodollar Lending Office is offered Dollar deposits two Eurodollar Business Days prior to the beginning of such Interest Period in whatever the interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faitheurodollar and foreign currency and exchange operations of such Eurodollar Lending Office are customarily conducted, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan of the Reference Bank to which such Interest Period applies, divided by (bii) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable. Eurodollar Rate Loans. Revolving Credit Loans bearing interest calculated --------------------- by reference to a the Eurodollar Rate. Event of Default. See Section 12.1ss.13.1. ---------------- Excluded Subsidiaries. FCC, FRC and FFC. --------------------- Existing Resort Cities. Any of Flagstaff, Arizona; Fairfield Bay, Arkansas; ---------------------- Ventura, California; Kissimmee, Florida; Orlando, Florida; Pompano Beach, Florida; Villa Rica, Georgia; Branson, Missouri; Xxxx Xxxx, Xxxxx Xxxxxxxx; Xxx Xxxx, Xxxxx Xxxxxxxx; Saphire, North Carolina; Xxxxxx Xxxxxx, Xxxxx Xxxxxxxx; Xxxxxx Xxxxx, Xxxxx Xxxxxxxx; Fairfield Glade, Tennessee; Pagosa Springs, Colorado; Nashville, Tennessee; Broward County, Florida; Alexandria, Virginia and Williamsburg, Virginia. In addition, any city in which a Startup Project exists and has generated positive net income for each of four (4) consecutive months shall be deemed an Existing Resort City.

ERISA Affiliate. Any Person which is treated as a single employer with a Borrower or the Borrower Parent under Section 414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived. Eurocurrency Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar and Kroner deposits) in London or such other eurodollar interbank market as may be selected by the Agent in its sole discretion acting in good faith. Eurocurrency Lending Office. Initially, the Agent's head office; thereafter, such other office of the Agent, if any, that shall be making or maintaining Eurocurrency Rate Loans. Eurocurrency Rate Loans. Loans or any portion thereof bearing interest calculated by reference to the Dollar Eurocurrency Rate or the Kroner Eurocurrency Rate. Eurocurrency Reserve Rate. For any day with respect to a Eurodollar any Eurocurrency Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Agent and the Banks in their sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank designated as such in Schedule 1 hereto; thereafter, such other office of such Bank, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the quotient (rounded upwards to the nearest 1/16 of one percent) of (a) the rate at which the Reference Bank's Eurodollar Lending Office is offered Dollar deposits two Eurodollar Business Days prior to the beginning of such Interest Period in whatever interbank eurodollar market may be selected by the Reference Bank in its sole discretion, acting in good faith, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan to which such Interest Period applies, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate. Eurodollar Rate Loans. Loans bearing interest calculated by reference to a Eurodollar Rate. Event of Default. See Section 12.113 hereof. Excess Cash Flow. For any period, the amount by which Consolidated EBITDA for such period exceeds the sum of (i) Consolidated Total Interest Expense for such period, plus (ii) all scheduled principal payments on Indebtedness for such period, plus (iii) cash tax payments for such period, plus (iv) Capital Expenditures made during such period (other than financed Capital Expenditures).

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under Section 414 of the Code. ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived. 21 -13- Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against "Eurocurrency Liabilities" (as that term is used in Regulation D or any successor or similar regulationD), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate. Eurodollar Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Agent and the Banks in their its sole discretion acting in good faith. Eurodollar Lending Office. Initially, the office of each Bank designated as such in Schedule 1 hereto; thereafter, such other office of such Bank, if any, that shall be making or maintaining Eurodollar Rate Loans. Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate Loan, the rate of interest equal to (i) the arithmetic average of the rates per annum equal to the quotient for each Reference Bank (rounded upwards to the nearest 1/16 of one percent) of (a) the rate at which the such Reference Bank's Eurodollar Lending Office is offered Dollar deposits two Eurodollar Business Days prior to the beginning of such Interest Period in whatever the interbank eurodollar market may be selected by where the Reference Bank in its sole discretion, acting in good faitheurodollar and foreign currency and exchange operations of such Eurodollar Lending Office are customarily conducted, for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Rate Loan of such Reference Bank to which such Interest Period applies, divided by (bii) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable. Eurodollar Rate Loans. Loans bearing interest calculated by reference to a the Eurodollar Rate. Event EVAP. EI at all times following the EVAP Acquisition. EVAP Acquisition. The merger of DefaultEVAP Target with and into EI for a consideration to the shareholders of EVAP Target not to exceed $9,750,000, of which the cash portion thereof shall not exceed $3,000,000 on the closing of the acquisition with up to an additional 22 -14- $1,000,000 at some point not less than two (2) years after the closing of such acquisition. See Section 12.1EVAP Determined Eligible Accounts Receivable Percentage. Zero percent (0%) until the EVAP Exam Date and at all times thereafter a percentage to be determined by the Agent. EVAP Determined Eligible Inventory Percentage. Zero percent (0%) until the EVAP Exam Date and at all times thereafter a percentage to be determined by the Agent. EVAP Exam. A commercial finance exam and review of the assets of EVAP conducted by the Agent. EVAP Exam Date. The date on which the EVAP Exam is completed to the satisfaction of the Agent. EVAP Target. EVAP Inc., a Texas corporation.