PACR » Topics » DEFINITIONS AND ACCOUNTING TERMS

This excerpt taken from the PACR 8-K filed Sep 2, 2009.

DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

AAR” means the American Association of Railroads or any successor thereto.


AAR Rules” means the Code of Car Service Rules/Code of Car Hire Rules contained in AAR Circular OT-10 as promulgated in the Official Railway Equipment Register, as in effect from time to time, or any successor thereto.

Account” has the meaning specified in the UCC, and includes all rights to payment for goods sold or leased, or for services rendered.

Account Debtor” means a Person who is obligated under an Account, Chattel Paper or General Intangible.

This excerpt taken from the PACR 8-K filed Apr 9, 2007.

DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

Acquisition” shall mean any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of in excess of 50% of the Equity Interests of any Person, or otherwise causing any Person to become a Subsidiary, or (b) a merger or consolidation or any other combination with another Person (other than a Person that is a Subsidiary) in which the Borrower or a Subsidiary is the surviving Person, or (c) the acquisition of substantially all the assets of, or of a line of business from, another Person.

Actual Knowledge” means, with respect to any information or event, that a Responsible Officer of the Borrower has actual knowledge of such information or event.

Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify to the Borrower, the L/C Issuers and the Lenders.

Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

Affiliate” means, with respect to any 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.


Agent/BAS Fee Letter” means the letter agreement, dated March 1, 2007, by and among the Borrower, the Administrative Agent and BAS.

Aggregate Commitments” means the Commitments of all the Lenders.

Agreement” means this Credit Agreement.

Annual Capex Carryover Limit” means $10,000,000 in any fiscal year; provided that in the event the Borrower elects to increase the IT Expenditures Limit above $30,000,000, the Annual Capex Carryover Limit shall be $5,000,000 for any fiscal year, effective upon such election.

Applicable Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time. If the commitment of each Lender to make Loans and the obligation of each L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

Applicable Rate” means the following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):

EXCERPTS ON THIS PAGE:

8-K
Sep 2, 2009
8-K
Apr 9, 2007

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