Definitions

Definitions. The terms used in this Agreement shall be defined as set forth in Schedule 1. Terms not defined herein shall have the meanings ascribed to them in the Loan Account Program Agreement.

Definitions. The terms used in this Agreement shall be defined as set forth in Schedule 1.

Definitions. Commitments of Lenders 10 (a) Terms of Commitment 10 (b) Procedure for Borrowing 10 (c) Letters of Credit 11 (d) Procedure for Obtaining Letters of Credit 12 (e) Outstanding Letters of Credit 12 ... (f) Voluntary Reduction of Commitment 12 (g) Mandatory Borrowing Base Reductions 13 (h) Several Obligations 13 (i) Type and Number of Advances 13 3. Notes Evidencing Loans 13 (a) Form of Notes 13 (b) Issuance of Additional Notes 13 (c) Interest Rates 14 (d) Payment of Interest 14 (e) Payment of Principal 14 (f) Payment to Lenders 14 (g) Sharing of Payments, Etc 14 (h) Non-Receipt of Funds by Agent 14 4. Interest Rates 15 (a) Options. 15 (b) Interest Rate Determination 16 (c) Conversion Option 16 (d) Recoupment 16 (e) Interest Rates Applicable After Default 16 5. Special Provisions Relating to Loans 17 (a) Unavailability of Funds or Inadequacy of Pricing 17 (b) Change in Laws 17 (c) Increased Cost or Reduced Return 17 (d) Discretion of Lender as to Manner of Funding 19 (e) Breakage Fees 20 6. Collateral Security 20 7. Borrowing Base 21 (a) Initial Borrowing Base 21 (b) Subsequent Determinations of Borrowing Base 21 8. Unused Commitment Fee 23 9. Prepayments 23 (a) Voluntary Prepayments 23 (b) Mandatory Prepayment For Borrowing Base Deficiency 23 10. Representations and Warranties 24 (a) Organization and Qualification 24 (b) Power and Authority 24 (c) Binding Obligations 24 i Page No. (d) No Legal Bar or Resultant Lien 24 (e) No Consent 24 (f) Financial Condition 25 (g) Liabilities 25 (h) Litigation 25 (i) Taxes; Governmental Charges 25 (j) Titles, Etc 25 (k) Defaults 26 (l) Casualties; Taking of Properties 26 (m) Use of Proceeds; Margin Stock 26 (n) Location of Business and Offices 27 (o) Compliance with the Law 27 (p) No Material Misstatements 27 (q) Not A Utility 27 (r) ERISA 27 (s) Intentionally Deleted 27 (t) No Subsidiaries 28 (u) Environmental Matters 28 (v) Liens 28 (w) Solvency 28 (x) Insurance 28 11. Conditions of Lending 29 12. Affirmative Covenants 31 (a) Financial Statements and Reports of Borrower, Guarantor 31 (b) Hedging Report 31 (c) Additional Information 31 (d) Certificates of Compliance 31 (e) Taxes and Other Liens 32 (f) Compliance with Laws 32 (g) Further Assurances 32 (h) Performance of Obligations 32 (i) Insurance 33 (j) Accounts and Records 33 (k) Right of Inspection 33 (l) Notice of Certain Events 33 (m) Environmental Reports and Notices 34 (n) Compliance and Maintenance 34 (o) Operation of Properties 34 (p) Compliance with Leases and Other Instruments 35 (q) Certain Additional Assurances Regarding Maintenance and Operations of Properties 35 (r) Sale of Certain Assets/Prepayment of Proceeds 35 (s) Title Matters 36 (t) Change of Principal Place of Business 36 (u) Additional Collateral 36 13. Negative Covenants 36 ii Page No. (a) Negative Pledge 36 (b) Current Ratio 37 (c) Consolidations and Mergers 37 (d) Limitations on Additional Indebtedness 37 (e) Restricted Payments 38 (f) Rate Management Transactions 38 (g) Certain Transactions 39 (h) Intentionally Deleted 39 (i) Limitation on Investments and New Business 39 (j) Limitation on Credit Extensions 39 (k) Fiscal Year 39 (l) Certain Agreements 39 (m) Lines of Business 39 14. Events of Default 39 15. Agent and Lenders 42 (a) Appointment and Authorization 42 (b) Note Holders 42 (c) Consultation with Counsel 43 (d) Documents 43 (e) Resignation or Removal of Agent 43 (f) Responsibility of Agent 43 (g) Independent Investigation 45 (h) Indemnification 45 (i) Benefit of Section 15 45 (j) Pro Rata Treatment 45 (k) Assumption as to Payments 46 (l) Other Financings 46 (m) Interests of Lenders 46 (n) Investments 46 (o) Delegation to Affiliates 47 (p) Execution of Collateral Documents 47 (q) Collateral Releases 47 16. Exercise of Rights 47 17. Notices 47 18. Expenses 48 19. Indemnity 48 20. Non-Liability of Lenders 49 21. Governing Law 49 22. Invalid Provisions 49 23. Maximum Interest Rate 49 24. Amendments 50 25. Multiple Counterparts 50 26. Conflict 51 27. Survival 51 28. Parties Bound 51 29. Assignments and Participations 51 View More

Definitions. 1.1 "Affiliate" means any entity that directly or indirectly owns, is owned by, or is under the common ownership with a Party, at any time during the term of this Agreement. "Owns", "owned" or "ownership" means direct or indirect possession of more than fifty percent (50%) of the votes of holders of a corporation's voting securities, or a comparable equity or other ownership interest in any other type of entity; provided that for the purposes of this Agreement, MPM and its Affiliates shall not... constitute Affiliates of MSC or its Affiliates, and vice-versa. View More

Definitions. Unless otherwise herein, capitalized terms used herein and not defined shall have the meanings specified in the Agreement.

Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Amendment have the meanings assigned thereto in the Note Purchase Agreement as presently in effect.

Definitions. When used in this Note, the following terms shall have the respective meanings specified herein or in the section referred to herein: "BUSINESS DAY" means any day other than a Saturday, Sunday, or other day on which a bank is authorized to be closed under the laws of Idaho. 1 "CHANGE OF CONTROL" means the consummation of any transaction or series of any related transactions (including without limitation, by way of merger) the result of which is that any "person" (as defined in... Section 13(d) of the Exchange Act) or "group" (as defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13(d)(3) and 13(d)(5) under the Exchange Act) of more than fifty percent (50%) of the voting power of the Common Stock. "COMMON STOCK" means the Common Stock, par value $.001 per share, of Company, any successor class or classes of common equity (however designated) of Company into or for which such Common Stock may hereafter be converted, exchanged, or reclassified and any class or classes of common equity (however designated) of Company which may be distributed or issued with respect to such Common Stock or successor class or classes to holders thereof generally. "CONVERSION PRICE" means two cents ($0.02) per share. "EQUITY ISSUANCE" means the issuance or sale by any Company of any Common Stock or any other shares, options, warrants, or other ownership interests (regardless of how designated) of or in any Company, or any other security or instrument convertible into, or exchangeable for, Common Stock. "EVENT OF DEFAULT" is defined in SECTION 4 hereof. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended. "INTEREST PAYMENT DATE" means the Maturity Date. "MATURITY DATE" means April 14, 2026. "MAXIMUM RATE" means the highest non-usurious rate of interest (if any) permitted from day to day by applicable law. "PERSON" means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, charitable foundation, unincorporated organization, government or any agency or political subdivision thereof, or any other entity. "SEC" means the Securities and Exchange Commission and any successor thereof. "STOCK" means all shares, options, warrants, general or limited partnership interests, membership interests, or other ownership interests (regardless of how designated) of or in a corporation, partnership, limited liability company, trust, or other entity, whether voting or nonvoting, including common stock, preferred stock, or any other "equity security" (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the Securities and Exchange Commission under the Exchange Act). 2 View More

Definitions. For purposes of this Amendment, capitalized terms shall have the meanings ascribed to them in the Lease unless otherwise defined herein. The Lease, as amended by this Amendment, shall be referred to herein as the "Amended Lease."

Definitions. The initially capitalized terms Optionee and Grant Date shall have the meanings set forth on the first page of this Agreement; initially capitalized terms not otherwise defined herein shall have the meaning provided in the Plan, and, as used herein, the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any specified Person, any other Person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common... control with, such specified Person. For the purposes of this Agreement, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this Agreement, none of the Company or any of its subsidiaries will be considered an Affiliate of any Sponsor or any of their respective Affiliates or Affiliated Funds. "Affiliated Fund" means, with respect to any specified Person, (a) an investment fund that is an Affiliate of such Person or that is advised by the same investment adviser as such Person or by an Affiliate of such investment adviser or such Person or, with respect to a Person that is a Sponsor or an Affiliate of a Sponsor, (b) any partnership, limited liability company or other legal entity controlled (i) jointly by the Sponsors and/or their respective Affiliates or (ii) individually by a single Sponsor and/or its Affiliates, in each case (i) and (ii) that is formed to invest directly or indirectly in the Company. "Capital IV" means Clear Channel Capital IV, LLC, a Delaware limited liability company formed and jointly controlled by the Sponsors, and its successors and/or assigns. "Capital V" means Clear Channel Capital V, L.P., a Delaware limited partnership formed and jointly controlled by the Sponsors, and its successors and/or assigns. "Change of Control" means (a) any consolidation or merger of the Company with or into any other corporation or other Person, or any other corporate reorganization or transaction (including the acquisition of capital stock of the Company), whether or not the Company is a party thereto, after which the Sponsors and their respective Affiliated Funds and Affiliates do not directly or indirectly control capital stock representing more than 25% of the economic interests in and 25% of the voting power of the Company or other surviving entity immediately after such consolidation, merger, reorganization or transaction; (b) any stock sale or other transaction or series of related transactions, whether or not the Company is a party thereto, after which in excess of 50% of the Company's voting power is owned directly or indirectly by any Person and its "affiliates" or "associates" (as such terms are defined the Securities Exchange Act of 1934, as amended and the rules thereunder), other than the Sponsors and their respective Affiliated Funds 6 and Affiliates (or a group of Persons that includes such Persons); or (c) a sale of all or substantially all of the assets of the Company to any Person and the "affiliates" or "associates" of such Person (or a group of Persons acting in concert), other than the Sponsors and their respective Affiliated Funds and Affiliates (or a group of Persons that includes such Persons). "Disability" (a) has the meaning given to such term in the Optionee's employment agreement then in effect, if any, between the Optionee and the Company or any of its subsidiaries, or (b) if there is no such term in such employment agreement or there is no such employment agreement then in effect, means the disability of an Optionee during his or her Employment through any illness, injury, accident or condition of either a physical or psychological nature as a result of which, in the judgment of the Board, he or she is unable to perform substantially all of his or her duties and responsibilities, notwithstanding the provision of any reasonable accommodation, for 6 consecutive months during any period of 12 consecutive months. "Equity Shares" means Shares as such term is used in the Stockholders Agreement. "Investors" means Capital IV and Capital V and their "Permitted Transferees," as defined in the Stockholders Agreement. "Investor Shares" means Equity Shares of any type held by the Investors and shall include any stock, securities or other property or interests received by the Investors in respect of Equity Shares in connection with any stock dividend or other similar distribution, stock split or combination of shares, recapitalization, conversion, reorganization, consolidation, split-up, spin-off, combination, repurchase, merger, exchange of stock or other transaction or event that affects the Company's capital stock occurring after the date of issuance. "Members of the Immediate Family" means, with respect to an individual, each spouse or child or other descendant of such individual, each trust created solely for the benefit of one or more of the aforementioned persons and their spouses and each custodian or guardian of any property of one or more of the aforementioned persons in his or her capacity as such custodian or guardian. "Permitted Transferee" means (a) the Optionee's estate, executors, administrators, personal representatives, heirs, legatees or distributees, in each case acquiring the Received Shares in question pursuant to the will or other instrument taking effect at death of such Optionee or by applicable laws of descent and distribution, or (b) a trust, private foundation or entity formed for estate planning purposes for the benefit of the Optionee and/or any of the Members of the Immediate Family of such Optionee. In addition, the Optionee shall be a Permitted Transferee of the Optionee's Permitted Transferees. "Public Offering" means a public offering and sale of shares of common stock of the Company, for cash pursuant to an effective registration statement under the Securities Act of 1933, as amended. 7 "Qualified Public Offering" means the first underwritten Public Offering after the Grant Date pursuant to an effective registration statement (other than on Form S-4, S-8 or a comparable form) in connection with which the Company or any of the Sponsors or their respective Affiliates or Affiliated Funds receives sale proceeds therefrom. "Return to Investor" means the return to the Sponsors and their respective Affiliates and Affiliated Funds, measured in the aggregate, on their cash investment to purchase Investor Shares, taking into account the amount of all cash dividends and cash distributions to the Sponsors and their respective Affiliates and Affiliated Funds in respect of their Investor Shares and all cash proceeds to the Sponsors and their respective Affiliates and Affiliated Funds from the sale or other disposition of such Investor Shares. "Sponsors" shall mean Bain Capital (CC) IX L.P. and Thomas H. Lee Equity Fund VI, L.P. "Stockholders Agreement" means the Stockholders Agreement, dated as of July 29, 2008, as amended from time to time, by and among the Company, BT Triple Crown Merger Co., Inc. and other stockholders of the Company who from time to time may become parties thereto. "Transfer" means any sale, pledge, assignment, encumbrance, distribution or other transfer or disposition of shares or other property to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise. View More

Definitions. Any capitalized terms that are used but not defined herein shall have the meanings ascribed thereto by the Lease.