Common use of Consolidated or consolidated Clause in Contracts

Consolidated or consolidated. With reference to any term defined herein, shall mean that term as applied to the accounts of CompuDyne and its Subsidiaries, consolidated in accordance with generally accepted accounting principles. Consolidated Cash Flow. ---------------------- With respect to any fiscal period, an amount equal to the sum of Consolidated Net Income for such fiscal period plus depreciation and all other noncash charges made in calculating Consolidated Net Income, all as determined on a consolidated basis in accordance with generally accepted accounting principles. Consolidated Financial Obligations. ---------------------------------- With respect to any fiscal period, an amount equal to the sum of all payments on Indebtedness that become due and payable or that are to become due and payable during such fiscal period pursuant to any agreement or instrument to which CompuDyne or any of its Subsidiaries is a party relating to the borrowing of money or the obtaining of credit or in respect of Capitalized Leases. Demand obligations shall be deemed to be due and payable during any fiscal period during which such obligations are outstanding. Consolidated Net Income (or Deficit). ----------------------------------- The consolidated net income (or deficit) of CompuDyne and its Subsidiaries, after deduction of all expenses, taxes, and other proper charges, determined in accordance with generally accepted accounting principles, after eliminating therefrom all extraordinary nonrecurring items of income. Credit Agreement. ---------------- This Credit Agreement, including the Schedules and Exhibits hereto. Current Assets. -------------- All assets of CompuDyne and its Subsidiaries on a consolidated basis that, in accordance with generally accepted accounting principles, are properly classified as current assets, provided that (a) notes and accounts receivable shall be included only if good and collectible as determined by the Borrowers in accordance with established practice consistently applied and, with respect to such notes, only if payable on demand or within one year from the date as of which Current Assets are to be determined and if not directly or indirectly renewable or extendible at the option of the debtors, by their terms, or by the terms of any instrument or agreement relating thereto, beyond such year, and, with respect to such accounts receivable, only if payable and outstanding not more than 90 days after the date of the shipment of goods or other transaction out of which any such account receivable arose; and such notes and accounts receivable shall be taken at their face value less reserves determined to be sufficient in accordance with generally accepted accounting principles; and (b) inventory shall be included only if and to the extent that the same shall consist of saleable finished goods ready and available for shipment to purchasers thereof. Current Liabilities. ------------------- All consolidated liabilities of CompuDyne and its Subsidiaries maturing on demand or within one year from the date as of which Current Liabilities are to be determined, and such other liabilities as may properly be classified as current liabilities in accordance with generally accepted accounting principles.

Consolidated or consolidated. With reference to any term defined herein, shall mean that term as applied to the accounts of CompuDyne the Parent and its Subsidiaries, consolidated in accordance with generally accepted accounting principles. Consolidated Cash FlowCONSOLIDATED EBITDA. ---------------------- With respect to For any fiscal period, an amount equal to the sum of Consolidated consolidated Net Income of the Parent and its Subsidiaries for such fiscal period plus period, after all expenses and other proper charges, but before payment or provision for any income taxes, interest expense, depreciation and all other noncash charges made in calculating Consolidated Net Incomeor amortization for such period, all as determined on a consolidated basis for such Persons in accordance with generally accepted accounting principles. Consolidated Financial ObligationsCONSOLIDATED NET TANGIBLE ASSETS. ---------------------------------- With respect to the Parent and its Restricted Subsidiaries and as at any fiscal perioddate, an amount equal to the sum of all payments the amounts that would appear on Indebtedness that become due a consolidated balance sheet of the Parent and payable or that are to become due its Restricted Subsidiaries as the total assets of the Parent and payable during its Restricted Subsidiaries, determined on a consolidated basis for such fiscal period pursuant to any agreement or instrument to which CompuDyne or any of its Subsidiaries is a party relating Persons in accordance with generally accepted accounting principles and after deducting therefrom, (a) to the borrowing extent otherwise included, unamortized debt discount and expenses and other unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, licenses, organization or development expenses and other intangible items and (b) the aggregate amount of money or liabilities of the obtaining of credit or in respect of Capitalized Leases. Demand obligations shall be deemed to be due and payable during any fiscal period during which such obligations are outstanding. Consolidated Net Income (or Deficit). ----------------------------------- The consolidated net income (or deficit) of CompuDyne Parent and its Subsidiaries, after deduction of all expenses, taxes, and other proper chargesRestricted Subsidiaries which may properly be classified as current liabilities (including tax accrued as estimated), determined on a consolidated basis for such Persons in accordance with generally accepted accounting principles. CONSOLIDATED TOTAL INTEREST EXPENSE. For any period, after eliminating therefrom all extraordinary nonrecurring items the aggregate amount of income. Credit Agreement. ---------------- This Credit Agreement, including interest required to be paid or accrued by the Schedules and Exhibits hereto. Current Assets. -------------- All assets of CompuDyne Parent and its Subsidiaries during such period on a consolidated basis that, in accordance with generally accepted accounting principles, are properly classified as current assets, provided that (a) notes and accounts receivable shall be included only if good and collectible as determined by the Borrowers in accordance with established practice consistently applied and, with respect to such notes, only if payable on demand or within one year from the date as of which Current Assets are to be determined and if not directly or indirectly renewable or extendible at the option all Indebtedness of the debtors, by their terms, or by the terms of any instrument or agreement relating thereto, beyond such year, and, with respect to such accounts receivable, only if payable and outstanding not more than 90 days after the date of the shipment of goods or other transaction out of which any such account receivable arose; and such notes and accounts receivable shall be taken at their face value less reserves determined to be sufficient in accordance with generally accepted accounting principles; and (b) inventory shall be included only if and to the extent that the same shall consist of saleable finished goods ready and available for shipment to purchasers thereof. Current Liabilities. ------------------- All consolidated liabilities of CompuDyne Parent and its Subsidiaries maturing on demand outstanding during all or within one year from the date as any part of which Current Liabilities are such period, whether such interest was or is required to be determinedreflected as an item of expense or capitalized, including payments consisting of interest in respect of any Capitalized Lease, and such other liabilities as may properly be classified as current liabilities including commitment fees, agency fees, facility fees, balance deficiency fees and similar fees or expenses in accordance connection with generally accepted accounting principlesthe borrowing of money.

Consolidated or consolidated. With reference to any term defined herein, shall mean that term as applied to the accounts of CompuDyne the Borrowers, and its their Subsidiaries, consolidated in accordance with generally accepted accounting principles. Consolidated Cash FlowCapital Expenditures. ---------------------- For any specified period, amounts added or required to be added to the fixed asset account on the Borrowers' consolidated balance sheet in accordance with generally accepted accounting principles, in respect of (i) the acquisition, construction, improvement or replacement of land, buildings, machinery, equipment, leaseholds and any other real or personal property, and (ii) to the extent not included in clause (i) above, expenditures on account of materials, contract labor and direct labor relating thereto (excluding expenditures properly expensed as repairs and maintenance in accordance with generally accepted accounting principles). Consolidated Growth Capital Expenditures. With respect to any fiscal relevant period, an the aggregate amount equal of Consolidated Capital Expenditures of the Borrowers and their Subsidiaries which are incurred by the Borrowers and their Subsidiaries during such relevant period and which, in accordance with generally accepted accounting principles, are properly attributable to (i) the sum acquisition, construction, or equipping of bakery cafes and stores acquired or constructed during or after the Borrowers' fiscal year ending in 1997 or (ii) the remodeling and improvement of any of ABP's bakery cafes and stores, which were owned by ABP at the beginning of the Borrowers' fiscal year ending in 1997, as part of ABP's "ABP 2000" project; which Consolidated Growth Capital Expenditures shall in any event include, without limitation, those of the type set forth on Schedule 1.1(b) under the heading "Growth/Discretionary Capital Expenditures." Consolidated Maintenance Capital Expenditures. The aggregate amount of Consolidated Capital Expenditures of the Borrowers and their Subsidiaries which are not Consolidated Growth Capital Expenditures Consolidated Net Income for such fiscal period plus depreciation (or Deficit). For any specified period, the net income (or deficit) (after taxes) of the Borrowers and all other noncash charges made in calculating Consolidated Net Income, all as their Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles. Consolidated Financial Obligations. ---------------------------------- With respect to any fiscal period, an amount equal to the sum of all payments on Indebtedness that become due and payable or that are to become due and payable during such fiscal period pursuant to any agreement or instrument to which CompuDyne or any of its Subsidiaries is a party relating to the borrowing of money or the obtaining of credit or in respect of Capitalized Leases. Demand obligations shall be deemed to be due and payable during any fiscal period during which such obligations are outstanding. Consolidated Net Income (or Deficit). ----------------------------------- The consolidated net income (or deficit) of CompuDyne and its Subsidiaries, after deduction of all expenses, taxes, and other proper charges, determined in accordance with generally accepted accounting principles, principles after eliminating therefrom all extraordinary nonrecurring non-cash items of income. Credit Agreement. ---------------- This Credit Agreement, including the Schedules all extraordinary nonrecurring non-cash items of expense up to an annual maximum of $2,500,000 and Exhibits hereto. Current Assets. -------------- All assets of CompuDyne and its Subsidiaries on a consolidated basis that, in accordance with generally accepted accounting principles, are properly classified as current assets, provided that (a) notes and accounts receivable shall be included only if good and collectible as determined by the Borrowers in accordance with established practice consistently applied and, with respect to such notes, only if payable on demand or within one year from the date as of which Current Assets are to be determined and if not directly or indirectly renewable or extendible at the option of the debtors, by their terms, or by the terms of any instrument or agreement relating thereto, beyond such year, and, with respect to such accounts receivable, only if payable and outstanding not more than 90 days after the date of the shipment of goods or other transaction out of which any such account receivable arose; and such notes and accounts receivable shall be taken at their face value less reserves determined to be sufficient in accordance with generally accepted accounting principles; and (b) inventory shall be included only if and to the extent that the same shall consist of saleable finished goods ready and available for shipment to purchasers thereof. Current Liabilities. ------------------- All consolidated liabilities of CompuDyne and its Subsidiaries maturing on demand or within one year from the date as of which Current Liabilities are to be determined, and such other liabilities as may properly be classified as current liabilities in accordance with generally accepted accounting principlesall inter-company items.

Consolidated or consolidated. With reference to any term defined herein, shall mean that term as applied to the accounts of CompuDyne and its Subsidiariesthe Borrowers, consolidated in accordance with generally accepted accounting principles. Consolidated Cash FlowEarnings Before Interest and Taxes or EBIT. ---------------------- With respect to For any fiscal period, an amount equal to the sum of Consolidated Net Income for such fiscal period (or Deficit) of the Borrowers, plus depreciation (a) interest expense and all other noncash charges made in calculating Consolidated Net Income(b) income taxes, all as determined on a consolidated basis in accordance with generally accepted accounting principlesGAAP. Consolidated Financial ObligationsEarnings Before Interest, Taxes and Amortization or EBITA. ---------------------------------- With respect to For any fiscal periodperiod (without duplication), an amount equal EBIT plus amortization expense, to the sum of all payments on Indebtedness extent that become due and payable or that are to become due and payable during such fiscal period pursuant to any agreement or instrument to which CompuDyne or any of its Subsidiaries is a party relating to the borrowing of money or the obtaining of credit or it was deducted in respect of Capitalized Leases. Demand obligations shall be deemed to be due and payable during any fiscal period during which such obligations are outstanding. determining Consolidated Net Income (or Deficit). ----------------------------------- The consolidated net income (or deficit) of CompuDyne and its Subsidiaries, after deduction of all expenses, taxes, and other proper charges, determined in accordance with generally accepted accounting principlesGAAP. For purposes of calculating the financial covenants set forth in ss.8, after eliminating therefrom all extraordinary nonrecurring items the Borrowers may include the EBITA for the prior twelve (12) months of income. Credit Agreement. ---------------- This Credit Agreement, including the Schedules and Exhibits hereto. Current Assets. -------------- All assets of CompuDyne and its Subsidiaries on a consolidated basis that, in accordance with generally accepted accounting principles, are properly classified as current assets, provided that (a) notes and accounts receivable shall be included only if good and collectible as determined companies acquired by the Borrowers in accordance with established practice consistently applied and, during the respective reporting period (without duplication with respect to such notes, the adjustments set forth above) only if payable on demand or within one year from (A) the date as financial statements of which Current Assets are such acquired Borrowers have been audited for the period sought to be determined and if not directly included by an independent accounting firm satisfactory to the Administrative Agent, or indirectly renewable or extendible at (B) the option Administrative Agent consents to such inclusion after being furnished with other acceptable financial statements. Such acquired EBITA may be further adjusted to add back non-recurring private company expenses which are discontinued upon acquisition (including, without limitation, owner's compensation), as approved by the Administrative Agent. Simultaneously with the delivery of the debtorsfinancial statements referred to in (A) and (B) above, by their terms, the CEO or by the terms of any instrument or agreement relating thereto, beyond such year, and, with respect to such accounts receivable, only if payable and outstanding not more than 90 days after the date CFO of the shipment Parent shall deliver to the Administrative Agent a Compliance Certificate and appropriate documentation certifying the historical operating results, adjustments and balance sheet of goods the acquired company. Consolidated Earnings Before Interest, Taxes, Depreciation and Amortization or other transaction out of which EBITDA. For any such account receivable arose; and such notes and accounts receivable shall be taken at their face value less reserves determined to be sufficient in accordance with generally accepted accounting principles; and period (b) inventory shall be included only if and without duplication), EBITA plus depreciation expense, to the extent that the same shall consist of saleable finished goods ready and available for shipment to purchasers thereof. Current Liabilities. ------------------- All consolidated liabilities of CompuDyne and its Subsidiaries maturing on demand it was deducted in determining Consolidated Net Income (or within one year from the date as of which Current Liabilities are to be determinedDeficit), and such other liabilities as may properly be classified as current liabilities determined in accordance with generally accepted GAAP. For purposes of calculating the financial covenants set forth in ss.8 and the Pricing Ratio hereof, the Borrowers may include the EBITDA for the prior twelve (12) months of companies acquired by the Borrowers during the respective reporting period (without duplication with respect to the adjustments set forth above) only if (A) the financial statements of such acquired Borrowers have been audited for the period sought to be included by an independent accounting principlesfirm satisfactory to the Administrative Agent, or (B) the Administrative Agent consents to such inclusion after being furnished with other acceptable financial statements. Such acquired EBITDA may be further adjusted to add back non-recurring private company expenses which are discontinued upon acquisition (including, without limitation, owner's compensation), as approved by the Administrative Agent. Simultaneously with the delivery of the financial statements referred to in (A) and (B) above, the CEO or the CFO of the Parent shall deliver to the Administrative Agent a Compliance Certificate and appropriate documentation certifying the historical operating results, adjustments and balance sheet of the acquired company.