Definitions

Definitions. Capitalized terms used but not specifically defined herein have the respective meanings ascribed thereto in the Purchase Agreement. As used in this Agreement, the following capitalized terms shall have the following meanings: "Agreement": This Registration Rights Agreement. "Broker-Dealer": Any broker or dealer registered under the Exchange Act. "Business Day": A day other than a Saturday, a Sunday or a day on which banking institutions in The City of New York or Wilmington, Delaware... are authorized or required by law, regulation or executive order to close. "Closing Time": As defined in the Purchase Agreement. "Commission": Securities and Exchange Commission. "Common Stock": The Common Stock, $0.01 par value, of the Company, and if such Common Stock has been converted into or exchanged for other securities, any such securities into or for which the Common Stock has been so converted or exchanged, and any security issued with respect thereto upon any stock dividend, split or similar event. "Company": As defined in the preamble hereto. "Damages Payment Date": Each March 20, June 20, September 20 and December 20. "Debentures": As defined in the preamble hereto. "Effectiveness Period": As defined in Section 2(a)(iii) hereof. 2 "Effectiveness Target Date": As defined in Section 2(a)(ii) hereof. "Exchange Act": Securities Exchange Act of 1934, as amended. "Holder": As defined in the preamble hereto. "Holder Questionnaire": As defined in Section 2(b) hereof. "Indenture": The senior indenture, dated as of the date hereof, among the Company, Wilmington Trust Company, as trustee, and U.S. Bank Trust National Association as authenticating agent, pursuant to which the Debentures are being issued. "Initial Filing Deadline": As defined in Section 2(a)(i) hereof. "Initial Purchaser": As defined in the preamble hereto. "Liquidated Damages": As defined in Section 3(a) hereof. "New Shelf Registration Statement": As defined in Section 2(a)(i) hereof. "Majority of Holders": Holders holding over 50% of the aggregate Applicable Amount of Registrable Securities outstanding. "NASD": National Association of Securities Dealers, Inc. "Person": An individual, partnership, corporation, unincorporated organization, trust, joint venture or a government or agency or political subdivision thereof. "Purchase Agreement": As defined in the preamble hereto. "Prospectus": The prospectus included in a Shelf Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including any WKSI Prospectus Supplement and any post-effective amendments, and all material incorporated by reference into such Prospectus. "Record Holder": With respect to any Damages Payment Date relating to any Securities, each Person who is a Holder at the close of business on the first day of the month (whether or not a Business Day) in which the relevant Damages Payment Date occurs. "Registrable Securities": The Securities, until such securities have been converted or exchanged and, at all times subsequent to any such conversion or exchange, any securities into or for which such securities have been converted or exchanged, and any security issued with respect thereto upon any stock dividend, split, merger or similar event until, in the case of any such security, the earliest of (i) its effective registration under the Securities Act and resale in accordance with the Shelf Registration Statement covering it, (ii) expiration of the holding period that would be applicable thereto under 3 Rule 144(k) were it not held by an Affiliate of the Company, (iii) its sale to the public pursuant to Rule 144 or (iv) the expiration of the Effectiveness Period. "Registration Default": As defined in Section 3(a) hereof. "Rules": As defined in Section 4(b)(xx) hereof. "Securities": Collectively means the Debentures and the Underlying Common Stock. "Securities Act": Securities Act of 1933, as amended. "Shelf Registration Statement": The applicable shelf registration statement of the Company, as amended and supplemented, which provides for resales by Holders of Registrable Securities, whether a WKSI Shelf Registration Statement or a New Shelf Registration Statement. "Suspension Notice": As defined in Section 4(c) hereof. "Suspension Period": As defined in Section 4(b)(i) hereof. "TIA": Trust Indenture Act of 1939, as in effect on the date the Indenture is qualified under the TIA. "Trustee": Shall mean the trustee with respect to the Securities under the Indenture. "Underlying Common Stock": The Common Stock issuable upon conversion of the Debentures. "Underwritten Registration" or "Underwritten Offering": A registration in which securities of the Company are sold to an underwriter for reoffering to the public. "WKSI Prospectus Supplement": As defined in Section 2(a)(i) hereof. "WKSI Shelf Registration Statement": Shall mean an automatically effective registration statement, as amended, for an offering of the Company's securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act filed by the Company with the Commission, which shall be effective on date the Company files, or causes to be filed, any WKSI Prospectus Supplement, and which shall be, unless the Company provides written notice to the Trustee of the effectiveness another automatically effective registration statement for purposes of this Agreement, Registration Statement No. 333- 132297 (filed on March 9, 2006), as amended, to the extent such registration statement remains effective. View More

Definitions. For purposes of this Agreement: "EBITDA" means the Company's consolidated net income, computed in accordance with generally accepted accounting principles but excluding any gains or losses from building and other significant asset sales, if any, plus, without duplication and to the extent reflected as a charge or expense in the calculation of net income, the sum of (i) income tax expense, (ii) interest expense and amortization of debt issuance costs, (iii) depreciation and amortization... expense, (iv) stock-based compensation expense, including compensation expense attributable to this Agreement and the Company's other performance-based Stock Units, (v) goodwill impairment, (vi) asset write downs, (vii) plant closure and related layoff costs, (viii) acquisition costs, (ix) amortization of intangibles, and (x) loss on extinguishment of debt. "Proper Assumption" means an assumption or substitution of awards as such relate to (i) the Company's stock, (ii) common stock for which the Company's stock is exchanged at the exchange ratio or for cash consideration provided for the Company's stock upon the Change in Control or (iii) common stock of a successor or acquirer entity, for which there is a generally recognized U.S. public market, and the awards remain subject to such terms and conditions that are no less favorable to the employee than such terms and conditions that were applicable to the awards prior to the Change in Control. "Retirement" means (i) any voluntary termination of Continuous Service by the Recipient at age 62 or older, provided that the Recipient has at least five (5) years of Continuous Service prior to such termination, or (ii) any termination of the Recipient's Continuous Service by the Company, without Cause, provided that the Recipient is age 62 or older and has at least five (5) years of Continuous Service prior to such termination. "TSR Peer Group" consists of the companies listed on the attached Annex B. View More

Definitions. (a) "Annual Base Salary" shall have the meaning set forth in Section 4(a). (b) "Board" shall mean the Board of Directors of the Company. (c) "Cause" shall mean either of the following: (i) the repeated failure by the Executive, after written notice from the Board, substantially to perform his material duties and responsibilities as an officer or employee or director of the Company or any of its subsidiaries (other than any such failure resulting from incapacity due to reasonably documented... physical or mental illness), or (ii) any willful misconduct by the Executive that has the effect of materially injuring the business of the Company or any of its subsidiaries, including, without limitation, the disclosure of material secret or confidential information of the Company or any of its subsidiaries. (d) "COBRA" shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as may be amended from time to time. (e) "Code" shall mean the Internal Revenue Code of 1986, as amended. Reference to a Section of the Code includes all rulings, regulations, notices, announcements, decisions, orders and other pronouncements that are issued by the United States Department of the Treasury, the Internal Revenue Service, or any court of competent jurisdiction that are lawful and pertinent to the interpretation, application or effectiveness of such Section. (f) "Common Stock" shall mean the common stock of the Company, $0.01 par value per share. (g) "Company" shall have the meaning set forth in the preamble hereto. (h) "Compensation Committee" shall mean the Compensation Committee of the Board whose members shall be appointed by the Board from time to time. (i) "Date of Termination" shall mean (i) if the Executive's employment is terminated by reason of his death, the date of his death, and (ii) if the Executive's employment is terminated pursuant to Sections 5(a)(ii) - (vi), the date specified in the Notice of Termination. (j) "Disability" shall mean the Executive's absence from employment with the Company due to: (i) his inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) such medically determinable physical or mental impairment, which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, and for which the Executive is receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering the Company's employees. (k) "Effective Date" shall mean the date of this Agreement. (l) "Equity Compensation Agreements" shall mean any written agreements between the Company and the Executive pursuant to which the Executive holds or is granted options to purchase Common Stock, including, without limitation, agreements evidencing options granted under any option plan adopted or maintained by the Company for employees generally, and any management deferred compensation or similar plans of the Company. (m) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. (n) "Executive" shall have the meaning set forth in the preamble hereto. (o) "Good Reason" shall mean the occurrence of any of the following: (i) a material diminution in the Executive's title, duties or responsibilities, without his prior written consent, or (ii) a reduction of the Executive's aggregate cash compensation (including bonus opportunities), benefits or perquisites, without his prior written consent, (iii) the Company requires the Executive, without his prior written consent, to be based at any office or location that requires a relocation greater than 30 miles from Cleveland, Ohio, or (iv) any material breach of this Agreement by the Company. (p) "Notice of Termination" shall have the a meaning set forth in Section 5(b). (q) "Payment Period" shall have the meaning set forth in Section 6(b)(i). (r) "Specified Employee" shall have the meaning set forth in Code Section 409A (s) "Term" shall have the meaning set forth in Section 2. View More

Definitions. The following definitions are added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order to read as follows:

Definitions. All capitalized terms used but not defined herein shall have the meaning assigned to such terms in the HP U.S. Business Development Partner Agreement Definitions Addendum.

Definitions. Capitalized terms used herein without definitions shall have the meanings given to those terms in the Option Plan. In addition, as used herein: "Additional Share Baseline Value" means, with respect to an Additional Share, the gross proceeds received by SL Green or the Partnership upon the issuance of such Additional Share, which amount shall be deemed to equal the price to the public if such Additional Share is issued in a public offering or, if such Additional Share is issued in exchange for... assets or upon the acquisition of another entity, the cash value imputed to such Additional Share for purposes of such transaction by the parties thereto, as determined by the Committee, or, if no such value can be imputed, the Common Stock Price on the date of issuance. "Additional Shares" means the sum of (A) the number of shares of Common Stock plus (B) the product of the Conversion Factor then in effect multiplied by the number of Units (other than those issued to SL Green), in the case of each (A) and (B), to the extent issued after August 1, 2006 and on or before the Valuation Date in a capital raising transaction, in exchange for assets or upon the acquisition of another entity, but specifically excluding, without limitation, shares of Common Stock issued upon exercise of stock options and restricted shares of Common Stock issued to employees or other persons or entities in exchange for services provided to SL Green. "Award LTIP Units" has the meaning set forth in Section 3. "Baseline" means, as of the Valuation Date, an amount representing (a) the Baseline Value multiplied by (I) the Initial Shares, and (II) the sum of 100% plus the Target Return Percentage, plus (b) with respect to each Additional Share, the product of (I) the Additional Share Baseline Value of such Additional Share, multiplied by (II) the sum of (A) 100% plus (B) the product of the Target Return Percentage multiplied by a fraction the numerator of which is the number of days prior to and including the Valuation Date during which such Additional Share has been outstanding and the denominator of which is the number of days from and including August 1, 2006 to and including the Measurement Date; provided that if the Valuation Date occurs prior to July 31, 2009 (other than as a result of clause (iii) of the definition of the Valuation Date), then for purposes of this definition in connection with the calculation of the Outperformance Pool as of the Valuation Date, the Measurement Date shall be the Valuation Date and the Target Return Percentage shall equal 30% multiplied by the Fraction. "Baseline Value" means $106.39. "Change of Control" means: (a) any "person," including a "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), together with all "affiliates" and "associates" (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person, becoming the "beneficial owner" 2 (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of either (A) the combined voting power of the Company's then outstanding securities having the right to vote in an election of the Board ("Voting Securities") or (B) the then outstanding shares of all classes of stock of the Company (in either such case other than as a result of the acquisition of securities directly from the Company); or (b) the members of the Board at the beginning of any consecutive 24-calendar-month period commencing on or after the initial effective date of the Outperformance Plan (the "Incumbent Directors") ceasing for any reason including without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board; provided that any person becoming a director of the Company whose election or nomination was approved by a vote of at least a majority of the members of the Board then still in office who were members of the Board at the beginning of such 24-calendar-month period, shall, for purposes hereof, be considered an Incumbent Director; or (c) the shareholders of the Company approving (A) any consolidation or merger of the Company or any subsidiary that would result in the Voting Securities of the Company outstanding immediately prior to such merger or consolidation representing (either by remaining outstanding or by being converted into voting securities of the surviving entity) less than 50% of the total voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation or ceasing to have the power to elect at least a majority of the board of directors or other governing body of such surviving entity, (B) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company or (C) any plan or proposal for the liquidation or dissolution of the Company. Notwithstanding the foregoing clause (a), an event described in clause (a) shall not be a Change of Control if such event occurs solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of stock or other Voting Securities outstanding, increases (x) the proportionate number of shares of stock of the Company beneficially owned by any "person" (as defined above) to 25% or more of the shares of stock then outstanding or (y) the proportionate voting power represented by the Voting Securities beneficially owned by any "person" (as defined above) to 25% or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any "person" referred to in clause (x) or (y) of this sentence shall thereafter become the beneficial owner of any additional stock of the Company or other Voting Securities (other than pursuant to a share split, stock dividend, or similar transaction), then a Change of Control shall be deemed to have occurred for purposes of the foregoing clause (a). "Class A Units" has the meaning given to that term in the Partnership Agreement. "Code" means the Internal Revenue Code of 1986, as amended. 3 "Common Stock" means SL Green's Common Stock, par value $.01 per share, either currently existing or authorized hereafter. "Common Stock Price" means, as of a particular date, the average of the Fair Market Value of one share of the Common Stock for the forty-five (45) trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price as of such date shall be equal to the fair market value in cash, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock. "Conversion Factor" has the meaning given to that term in the Partnership Agreement. "Disability" means, unless otherwise provided in any Employment Agreement, a disability which renders the Grantee incapable of performing all of his or her material duties for a period of at least 150 consecutive or non-consecutive days during any consecutive twelve-month period. "Dividend Unit Equivalent" has the meaning set forth in Section 3. "Dividend Value" means, as of a particular date, the aggregate amount of dividends and other distributions paid on one share of Common Stock between August 1, 2006 and such date (excluding dividends and distributions paid in the form of additional shares of Common Stock). "Effective Date" means August 1, 2006. "Employment Agreement" means, as of a particular date, the Grantee's employment agreement with the Company in effect as of that date. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Fair Market Value" has the meaning given to that term in the Option Plan. "Family Member", of a Grantee, means the Grantee's child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Grantee's household (other than a tenant of the Grantee), a trust in which these persons (or the Grantee) own more than 50 percent of the beneficial interest, a foundation in which these persons (or the Grantee) control the management of assets, and any other entity in which these persons (or the Grantee) own more than 50 percent of the voting interests. "Fraction" means the number of whole calendar months that have elapsed since the Effective Date divided by 36. 4 "Initial Shares" means the Total Shares less the Additional Shares. "LTIP Units" means Partnership Units, as such term is defined in the Partnership Agreement, issued pursuant to Award Agreements as profits interests under the Outperformance Plan having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption set forth herein and in the Partnership Agreement. "Maximum Outperformance Pool Amount" means, as of the Valuation Date, $60,000,000 multiplied by the Total Participation Percentage as of the Valuation Date. "Measurement Date" means July 31, 2009, except as otherwise defined for purposes of the definition of Baseline in certain circumstances, as described in such definition. "OPP Unit Equivalent" has the meaning set forth in Section 3. "Outperformance Pool" means, as of the Valuation Date, a dollar amount calculated as follows: subtract the Baseline from the Total Return, in each case as of the Valuation Date, and multiply the resulting amount (or, if the resulting amount would be negative, zero) by 10%; provided, however, that in no event shall the Outperformance Pool as of the Valuation Date exceed the Maximum Outperformance Pool Amount as of the Valuation Date. Notwithstanding the foregoing, if the Valuation Date as of which the Outperformance Pool is being calculated is the date upon which a Change of Control occurs and is on or after August 1, 2007, then the Outperformance Pool shall be increased to equal (a) the amount of the Outperformance Pool calculated in accordance with the preceding sentence multiplied by (b) the lesser of (i) 200% or (ii) the sum of 100% plus a fraction the numerator of which is 36 less the number of whole calendar months that have elapsed since the Effective Date and the denominator of which is the number of whole calendar months that have elapsed since the Effective Date. "Participation Percentage" means, as of the Valuation Date, the Grantee's share of the Outperformance Pool as set forth above the recitals in this Agreement multiplied by a fraction, the numerator of which is $60,000,000 and the denominator of which is the Maximum Outperformance Pool Amount as of the Valuation Date. "Partnership Agreement" means the First Amended and Restated Agreement of Limited Partnership of the Partnership dated as of August 20, 1997 among the Company and the limited partners party thereto, as amended from time to time. "Target Return Percentage" means 30%, except as otherwise defined for purposes of the definition of Baseline in certain circumstances, as described in such definition. "Total Participation Percentage" means the aggregate initial participation percentage of all awards granted and not forfeited under the Outperformance Plan (without taking into account any adjustments to the participation percentages as a result of a decrease in the Maximum Outperformance Pool Amount below $60,000,000). 5 "Total Return" means, as of a particular date, an amount equal to the sum of (a) the Total Shares multiplied by the Common Stock Price as of such date plus (b) the Dividend Value, as of such date, multiplied by the Initial Shares, plus (c) an amount equal to the total of all dividends and other distributions in respect of Additional Shares actually paid between August 1, 2006 and such date (excluding dividends and distributions paid in the form of additional shares of Common Stock or Units). "Total Shares" means the sum of (a) the number of shares of Common Stock plus (b) the product of the Conversion Factor then in effect multiplied by the number of Units (other than those owned by SL Green), in the case of each (a) and (b), to the extent outstanding on the Valuation Date. "Total Unit Equivalent" has the meaning set forth in Section 3. "Transactional Change of Control" means (a) a Change of Control described in clause (a) of the definition thereof where the "person" or "group" makes a tender offer for Common Stock, or (b) a Change of Control described in clauses (c)(A) or (B) of the definition thereof. "Units" means all Class A Units, Class B Units (as defined in the Partnership Agreement) and other Partnership Units (as defined in the Partnership Agreement) with economic attributes substantially similar to Class A Units or Class B Units as determined by the Committee, outstanding or issuable upon the conversion, exercise, exchange or redemption of any securities of any kind convertible, exercisable, exchangeable or redeemable for Class A Units, Class B Units or such other Partnership Units (other than LTIP Units issued under the Outperformance Plan or LTIP Units issued under any similar outperformance program prior to the determination of any performance based vesting hurdles with respect thereto). "Valuation Date" means the earliest of (i) the Measurement Date, (ii) the date upon which a Change of Control shall occur, and (iii) the last day of a 30 consecutive calendar day period during which, on each day in that period, the Outperformance Pool would have reached the Maximum Outperformance Pool Amount if such day had been the Valuation Date. For purposes of determining whether the Valuation Date has occurred pursuant to clause (iii) above during or after a calendar quarter in which an award under the Outperformance Plan is forfeited (and calculating the Outperformance Pool and Participation Percentage as of such Valuation Date), the forfeited award will be deemed to have been forfeited as of the date that is twenty-nine calendar days prior to the first day of the calendar quarter in which the forfeiture actually occurred. View More

Definitions. SL Green Realty Corp., a Maryland corporation, wishes to attract and retain qualified key employees, Directors, officers, advisors, consultants and other personnel and encourage them to increase their efforts to make the Company's business more successful whether directly or through its Subsidiaries or other affiliates. In furtherance thereof, the SL Green Realty Corp. Amended and Restated 2005 Stock Option and Incentive Plan, as amended as of September 19, 2007, is designed to provide... equity-based incentives to certain Eligible Persons. Awards under the Plan may be made to Eligible Persons in the form of Options, Restricted Stock, Phantom Shares, Dividend Equivalent Rights or other forms of equity-based compensation. View More

Definitions. All capitalized terms that are not otherwise defined in these Terms and Conditions or the Award Certificate shall have the meanings set forth in the Plan.

Definitions. Unless otherwise defined in this Agreement, capitalized terms used in this Agreement shall have the following meanings: "Affiliate" means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. "Applicant" shall have the meaning set forth in the Preamble hereto. "Business Day" means any day that is not a Saturday, Sunday or other day on which... commercial banks in New York, New York are authorized or required by law to remain closed. "Capital Lease" means, with respect to any Person which is the lessee thereunder, any lease or charter of property, real or personal, which would, in accordance with GAAP, be recorded as an asset under a capital lease on a balance sheet of such Person. "Change in Law" means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by Citibank (or, for purposes of Section 5(b), by any lending office of Citibank or by Citibank's holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement. "Consolidated Net Revenue" means, for any period, the net revenue of the Applicant and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP. "Consolidated Total Assets" means, on any date, the aggregate amount of assets of the Applicant and its Subsidiaries determined on a consolidated basis in accordance with GAAP. "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. "Controlling" and "Controlled" have meanings correlative thereto. "Credit" shall have the meaning set forth in the Preamble hereto. "Credit Agreement" means the Five Year Credit Agreement, dated as of May 23, 2006, among Applicant, as borrower, the lenders named therein, Citicorp USA, Inc., as issuing bank and administrative agent, and JPMorgan Chase Bank, N.A., as paying agent, as amended, supplemented, modified, amended and restated or refinanced from time to time. "Default" means any event or condition that constitutes an Event of Default or that upon notice, lapse of time or both would, unless cured or waived, become an Event of Default. "Deposits" shall have the meaning set forth in Section 17 hereto. "Draft" shall have the meaning set forth in Section 2 hereto. "Environmental Laws" means any and all federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions relating to the environment or the release of any materials into the environment. "Environmental Liability" means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of Applicant or any of its Consolidated Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Page 11 Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. "Event of Default" shall have the meaning set forth in Section 15 hereto. "Excluded Taxes" means, with respect to Citibank, or any other recipient of any payment to be made by or on account of any obligation of Applicant hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of Citibank, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which Applicant is located, (c) in the case of a foreign assignee or any foreign branch or Affiliate of Citibank caused by Citibank to issue a Credit, any withholding tax that is imposed by the United States of America on amounts payable to such foreign assignee at the time such foreign assignee becomes a party to this Agreement or such foreign branch or Affiliate is caused to issue such a Credit or is attributable to such foreign assignee's or such foreign branch's or Affiliate's failure or inability to comply with Section 6(e), except to the extent that such foreign assignee's assignor (if any) was entitled, at the time of assignment, to receive additional amounts from Applicant with respect to such withholding tax pursuant to Section 6(a) and (d) in the case of any foreign assignee or foreign branch, any withholding tax that is imposed by the U.S. on amounts payable to such foreign assignee or foreign branch that are attributable to such foreign assignee or foreign branch's failure to comply with Section 6(e). "Financial Officer" means, with respect to the Applicant, the chief financial officer, principal accounting officer, treasurer or controller of the Applicant. "GAAP" means generally accepted accounting principles in the United States of America. "Governmental Authority" means the government of the United States of America, or any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. "Hazardous Materials" means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law. "Hedging Agreement" means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies or prices of commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value, or any similar transaction or any combination of such transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Applicant or the Subsidiaries shall be a Hedging Agreement. The amount of the obligations of the Applicant or any Subsidiary in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Applicant or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time. "Indebtedness" of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services, (e) all Indebtedness of others secured by (or for which Page 12 the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all guarantees by such Person of Indebtedness of others, (g) all capital lease obligations of such Person, and (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit, letters of guaranty and banker's acceptances; provided, however, that Indebtedness of any Person shall not include (i) trade payables, (ii) any obligations of such Person incurred in connection with letters of credit, letters of guaranty or similar instruments obtained or created in the ordinary course of business to support obligations of such Person that do not constitute Indebtedness or (iii) endorsements of checks, bills of exchange and other instruments for deposit or collection in the ordinary course of business. "Indemnified Taxes" means Taxes (other than Excluded Taxes) and Other Taxes. "Indemnitee" shall have the meaning ascribed to it in Section 7. "ISP" shall have the meaning set forth in Section 25 hereto. "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, the Applicant or any Subsidiary shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement relating to such asset. "Material Adverse Effect" means an event or circumstance that constitutes a material adverse effect on (a) the business, operations or condition, financial or otherwise, of the Applicant and the Subsidiaries taken as a whole, (b) the ability of the Applicant to perform any of its material obligations under the Credit Agreement or this Agreement or (c) the legality, validity, binding effect or enforceability against the Applicant of the Credit Agreement or this Agreement. "Material Indebtedness" means Indebtedness (other than the loans and letters of credit issued under the Credit Agreement), or obligations in respect of one or more Hedging Agreements, of any one or more of the Applicant and its Subsidiaries in an aggregate principal amount exceeding $50,000,000. For purposes of determining Material Indebtedness, the "principal amount" of the obligations of the Applicant or any Subsidiary in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Applicant or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time. "Material Subsidiary" means, at any time, (a) each Subsidiary that would be a "significant subsidiary" within the meaning of Rule 1-02 under Regulation S-X promulgated by the Securities and Exchange Commission and (b) each other Subsidiary designated as a "designated subsidiary" by the Applicant. The Applicant will designate one or more Subsidiaries as "designated subsidiaries" when and as necessary in order that there will at no time be two or more Subsidiaries that are not Material Subsidiaries under the preceding sentence but that, if considered together as a single Subsidiary, would cause the total for all such Subsidiaries to exceed 20% of either (i) Consolidated Total Assets at such time or (ii) Consolidated Net Revenue for the period of four calendar quarters ended at or most recently prior to such time. "Obligations" shall have the meaning set forth in Section 8 hereto. "Other Taxes" means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies (but excluding any tax, charge or levy that constitutes an Excluded Tax) arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement. "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof or any successor or assign thereof. Page 13 "Related Parties" means, with respect to any specified Person, such Person's Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person's Affiliates. "Security Letter of Credit" means a Letter of Credit issued by Citicorp USA, Inc. naming Citibank as beneficiary to support the payment by the Applicant of the Obligations. "Security Letter of Credit Proceeds" shall have the meaning set forth in Section 16 hereto. "subsidiary" means, with respect to any Person (the "parent") at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent's consolidated financial statements if such financial statements were prepared in accordance with GAAP, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. "Subsidiary" means any subsidiary of the Applicant. "Taxes" means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority. "Termination Date" means the later to occur of (a) the termination of the Security Letter of Credit and (b) the date of the termination or expiry of all Credits and the payment in full (including, without limitation, by application of Security Letter of Credit Proceeds in accordance with this Agreement) of all Obligations that are or may become payable. "U.S." means the United States of America. "UCP" shall have the meaning set forth in Section 25 hereto. "USA Patriot Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended, supplemented, amended and restated or otherwise modified from time to time. View More

Definitions. Unless otherwise defined in this Agreement, capitalized terms used in this Agreement shall have the following meanings: