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iesy Repository GmbH - Irish Stock Exchange

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(iii) for the avoidance of doubt, any obligations in respect of workers’ compensation claims, early retirement<br />

obligations, pension fund obligations or contributions or social security or wage Taxes.<br />

“Independent Financial Advisor” means an investment banking or accounting firm of international standing or any<br />

third party appraiser of international standing; provided, however, that such firm or appraiser is not an Affiliate of the Issuer.<br />

“Intercreditor Agreement” means the intercreditor agreement dated as of February 14, 2005, as amended and restated<br />

on or about June 21, 2005, entered into among, inter alia, the Issuer, the Subsidiary Guarantors, the Trustee, the Security<br />

Trustee and the facility agent under the Senior Credit Facilities, as amended from time to time.<br />

“Interest Rate Agreement” means, with respect to any Person, any interest rate protection agreement, interest rate<br />

future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar<br />

agreement, interest rate hedge agreement or other similar agreement or arrangement to which such Person is party or a<br />

beneficiary.<br />

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates)<br />

in the form of any direct or indirect advance, loan or other extensions of credit (other than advances or extensions of credit to<br />

customers, suppliers, directors, officers or employees of any Person in the ordinary course of business, and excluding any<br />

debt or extension of credit represented by a bank deposit other than a time deposit) or capital contribution to (by means of<br />

any transfer of cash or other property to others or any payment for property or services for the account or use of others), or<br />

any purchase or acquisition of Capital <strong>Stock</strong>, Indebtedness or other similar instruments issued by, such other Persons and all<br />

other items that are or would be classified as investments on a balance sheet (excluding the footnotes) prepared on the basis<br />

of GAAP; provided, however, that endorsements of negotiable instruments and documents in the ordinary course of business<br />

will not be deemed to be an Investment. If the Issuer or any Restricted Subsidiary issues, sells or otherwise disposes of any<br />

Capital <strong>Stock</strong> of a Restricted Subsidiary such that, after giving effect thereto, such Person is no longer a Restricted<br />

Subsidiary, any Investment by the Issuer or any Restricted Subsidiary in such Person remaining after giving effect thereto<br />

will be deemed to be a new Investment at such time in an amount determined as provided in the final paragraph of the<br />

covenant described under “—Certain Covenants—Limitation on Restricted Payments.”<br />

For purposes of the definition of “Unrestricted Subsidiary” and “—Certain Covenants—Limitation on Restricted<br />

Payments”:<br />

(1) “Investment” will include the portion (proportionate to the Issuer’s equity interest in a Restricted Subsidiary to be<br />

designated as an Unrestricted Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary of the<br />

Issuer at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a<br />

redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer will be deemed to continue to have a permanent<br />

“Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (a) the Issuer’s “Investment” in such<br />

Subsidiary at the time of such redesignation less (b) the portion (proportionate to the Issuer’s equity interest in such<br />

Subsidiary) of the fair market value of the net assets (as conclusively determined by the Board of Directors of the Issuer in<br />

good faith) of such Subsidiary at the time that such Subsidiary is so re-designated a Restricted Subsidiary;<br />

(2) any property transferred to or from an Unrestricted Subsidiary will be valued at its fair market value at the time of<br />

such transfer, in each case as determined in good faith by the Board of Directors of the Issuer; and<br />

(3) any transfer of Capital <strong>Stock</strong> that results in an entity which became a Restricted Subsidiary after the Issue Date<br />

ceasing to be a Restricted Subsidiary shall be deemed to be an Investment in an amount equal to the fair market value (as<br />

determined by the Board of Directors of the Issuer in good faith as of the date of initial acquisition) of the Capital <strong>Stock</strong> of<br />

such entity owned by the Issuer and the Restricted Subsidiaries immediately after such transfer.<br />

Guarantees shall not be deemed to be Investments. The amount of any Investment outstanding at any time shall be the<br />

original cost of such Investment, reduced (at the Issuer’s option) by any dividend, distribution, interest payment, return of<br />

capital, repayment or other amount or value received in respect of such Investment.<br />

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or<br />

the equivalent) by S&P.<br />

“Investment Grade Securities” means:<br />

(1) securities issued or directly and fully Guaranteed or insured by the United States government or any agency or<br />

instrumentality thereof (other than Cash Equivalents), in each case with maturities not exceeding two years from the date<br />

of acquisition;<br />

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