Definitions

Definitions. Capitalized terms not otherwise defined in this Work Letter shall have the definitions set forth in the Lease.

Definitions. Certain terms are used in this Agreement as specifically defined herein. These definitions are set forth or referred to in Section 4 hereof.

Definitions. The 1991 ------------ ISDA Definitions and the 1998 Supplement thereto as published by the International Swaps and Derivatives Association, Inc. (the "Definitions") are ----------- incorporated into this Confirmation.

Definitions. All capitalized terms used herein and not otherwise defined shall have the respective meanings, to the extent such terms are used herein, set forth in Schedule 1 attached hereto, which is incorporated by this reference as though fully set forth herein.

Definitions. The terms used in this Agreement shall be defined as set forth in Schedule 1 and this Agreement shall be construed in accordance with the rules of construction set forth in Schedule 1.

Definitions. Terms used in this Amendment which are defined in the Existing Agreement shall have the meanings specified therein (unless otherwise defined herein) and shall include in the singular number the plural and in the plural number the singular.

Definitions. Terms used in this Amendment which are defined in the Agreement shall have the meanings specified therein (unless otherwise defined herein).

Definitions. This Agreement contemplates a transaction in which the Purchasers will purchase all Sellers' right, title and interest in and to all income from and reversionary interests in the escrow accounts identified on Exhibit A, which were established by the Sellers on behalf of STI as a non-participating manufacturer under state statutes adopted substantially in the form of the Model Statute set forth on Exhibit T to the Master Settlement Agreement between the major tobacco companies and each state in... the United States and the District of Columbia, other than the states of Virginia, Texas, Louisiana and Minnesota (the 'Escrow'). View More

Definitions. (a) "Applicable Fiscal Years" shall have the meaning set forth on Appendix A of this Agreement. (b) "Code" shall mean the Internal Revenue Code of 1986, as amended. (c) "Change in Control" shall mean "Change in Control" as defined in the Plan. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur unless such transaction or occurrence constitutes a change in ownership or effective control within the meaning of Section 409A(a)(2)(A)(v) of... the Code. (d) "EBITDA" shall mean "Adjusted EBITDA" as defined in the SECOND AMENDMENT dated as of November 14, 2008 among SEALY MATTRESS COMPANY, an Ohio corporation (the "Borrower"), SEALY CANADA LTD./LTEE, a company organized under the laws of Canada (the "Canadian Borrower"), SEALY MATTRESS CORPORATION, a Delaware corporation ("Holdings"), SEALY CORPORATION, a Delaware corporation ("Parent"), the subsidiaries of Borrower listed on the signature pages thereto, as guarantors, and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, "Administrative Agent") on behalf of the Required Lenders to the Third Amended and Restated Credit Agreement dated as of August 25, 2006 (as amended, supplemented, amended and restated or otherwise modified from time to time) among Borrower, Canadian Borrower, Holdings, Parent and certain Subsidiaries of Borrower, as Guarantors, each lender from time to time party thereto, the Administrative Agent and the other Agents and the Arrangers named therein, which agreement generally provides that "EBITDA" is defined as net income plus interest, taxes, depreciation and amortization and "Adjusted EBITDA" is defined as "EBITDA" further adjusted to exclude unusual items and other adjustments permitted in calculating covenant compliance under the agreement. (e) "Fiscal Year" shall mean each fiscal year of the Company (which, for the avoidance of doubt, ends on or about November 30 of any given calendar year). (f) "Financial Statement Approval Date" shall mean the date on which the audited financial statements of the Company for any of the Applicable Fiscal Years have been finally approved by the auditing firm engaged by the Company to review such statements (which approval shall in no event occur later than February 28 of the calendar year immediately following the Applicable Fiscal Year). (g) "Permanent Disability" shall mean the Employee becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months to perform substantially all of the material elements of the Employee's duties with the Company or any Subsidiary or Affiliate thereof. Any question as to the existence of the Permanent Disability 6 of the Employee as to which the Employee and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Employee and the Company. If the Employee and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Permanent Disability made in writing to the Company and the Employee shall be final and conclusive for all purposes of this Agreement (such inability is hereinafter referred to as "Permanent Disability" or being "Permanently Disabled"). (h) "Performance Goals" shall mean the financial targets for the Company as set forth on Appendix A to this Agreement. (i) "Qualified Retirement" shall mean a retirement from the Company meeting all of the following criteria: (a) the Employee has been continually employed by the Company or any Subsidiary or Affiliate thereof from the date hereof through the end of the Company's Fiscal Year that the Grant Date occurs, (b) the Employee is at least 58 years of age and (c) the Employee has reached a total combined years of age and service (since such Employee's most recent hire date) which totals at least 73 (calculated on a monthly basis). View More

Definitions. Reference is hereby made to the "Notes" (as defined in and issued pursuant to the Securities Purchase Agreement, and as such Notes may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms thereof, collectively, the "Notes"). All capitalized terms used in this Guaranty, which are defined in the Notes and not otherwise defined herein, shall have the same meanings herein as set forth therein.