"Reimbursement Agreement" means that certain Reimbursement Agreement dated as of
November 1, 2004, between Borrower and Bank, as from time to time amended or
modified, which was executed in connection with the Bonds.
"Responsible Officer" means each of the Chief Executive Officer, the Chief
Operating Officer, the Chief Financial Officer and the Corporate Controller of
Borrower.
"Revolving Facility" means the facility under which Borrower may request Bank to
issue Advances, as specified in Section 2.1(b) hereof.
"Revolving Maturity Date" means March 2, 2007.
"Schedule" means the schedule of exceptions attached hereto and approved by
Bank, if any.
"SOS Reports" means the official reports from the Secretaries of State or other
applicable governmental official of each Collateral State, Chief Executive
Office and the Organizational Jurisdiction and other applicable federal, state
or local government offices identifying all current security interests filed in
the Collateral and Liens of record as of the date of such report.
"Standby Letter of Credit" means a letter of credit to be issued in connection
with the Bonds on December 29, 2004, for the account of Borrower in the stated
amount of $5,061,643.84 and for the benefit of U.S. Bank National Association,
as Trustee.
"Subordinated Debt" means any debt incurred by Borrower that is subordinated in
writing to the debt owing by Borrower to Bank on terms reasonably acceptable to
Bank (and identified as being such by Borrower and Bank), including all
obligations owing by Borrower to IBM Belgium Financial Services S.A., Congress
Financial Corporation (Southwest) or IBM Credit Corporation that is expressly
subordinated by the Subordination Agreements of even date herewith, as from time
to time amended, modified or restated.
"Subordinated Demand Note" means the promissory note dated November 12, 2002, in
the stated principal amount of $8,000,000, from Supplies Distributor, Inc. to
Borrower, which has been subordinated to all obligations of Supplies
Distributors, Inc. owed to IBM Credit Corporation, Congress Financial
Corporation (Southwest) and IBM Belgium Financial Services S.A.
"Subsidiary" means any corporation, partnership or limited liability company or
joint venture in which (i) any general partnership interest or (ii) more than
50% of the stock, limited liability company interest or joint venture of which
by the terms thereof ordinary voting power to elect the Board of Directors,
managers or trustees of the entity, at the time as of which any determination is
being made, is owned by Borrower, either directly or through an Affiliate.
"Tangible Net Worth" means at any date as of which the amount thereof shall be
determined (a) the consolidated shareholder equity of Guarantor (excluding
foreign currency translation accounts), minus (b) goodwill.
"Third Party Deposit Accounts" means those deposit accounts now existing or
hereafter established by Borrower for deposits of funds received by Borrower on
behalf of its account debtors in payment of such account debtors' receivables,
provided that such deposit accounts are titled to clearly indicate that Borrower
maintains such deposit accounts on behalf of its account debtors.
"Trademarks" means any trademark and servicemark rights, whether registered or
not, applications to register and registrations of the same and like
protections, and the entire goodwill of the business of Borrower connected with
and symbolized by such trademarks.
"Tranche A" has the meaning assigned in Section 2.1(c)(i).
"Tranche B" has the meaning assigned in Section 2.1(c)(i).
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