Kodak 2011 Annual Report Download - page 171

“ Maximum Rate ” has the meaning specified in Section 2.08(i) .
“ Moody’s ” means Moody’s Investors Service, Inc.
“ Multiemployer Plan ”
means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA
Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an
obligation to make contributions, but excluding any Canadian Pension Plans.
“ Multiple Employer Plan ”
means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
employees of any Loan Party or any ERISA Affiliate and at least one Person other than the Loan Parties and the ERISA Affiliates or (b) was so
maintained and in respect of which any Loan Party or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event
such plan has been or were to be terminated.
“ Net Cash Proceeds ”
means, with respect to any Disposition or IP License by the Company or any of its Subsidiaries or Casualty Event
affecting the Company or any of its Subsidiaries, in each case, after the Petition Date, the aggregate amount of cash actually received from time to
time (whether as initial consideration or through payment or disposition of deferred consideration, and if received in a currency other than Dollars,
determined after the conversion of such cash into Dollars using the prevailing exchange rate in effect on the date such local currency cash is
received) by or on behalf of such Person in connection with such transaction or Casualty Event, in each case, after deducting therefrom only
(without duplication) (a) reasonable and customary brokerage commissions, underwriting fees and discounts, legal and accounting fees and
expenses, filing fees, finder’
s fees, success fees and any other similar fees and commissions and other expenses of the transaction, (b) the amount
of taxes payable in connection with or as a result of such transaction or (c) the amount of any Debt (other than the Existing Second Lien Debt)
secured by a Lien on such asset that, by the terms of the agreement or instrument governing such Debt, is required to be repaid upon such
disposition, in each case to the extent, but only to the extent, that the amounts so deducted are, at the time of receipt of such cash (or, in the case of
taxes, within 12 months of the time of receipt of such cash), actually paid to a Person that is not an Affiliate of the Company and are properly
attributable to such transaction or to the asset that is the subject thereof, provided
, however, that Net Cash Proceeds shall include any IP
Consideration received in the form of cash; provided
, that, at any time following the Term Facility Termination Date, if no Event of Default is
continuing at such time and the Company shall have delivered a certificate of a Responsible Officer of the Company to the Agent promptly
following receipt of such proceeds setting forth the Company’
s intention to use all or any portion of such proceeds, to acquire, maintain, develop,
construct, improve, upgrade or repair assets useful in the business or otherwise invest in the business of the Company and its Subsidiaries, in each
case within 6 months of such receipt (and provided
that, if the assets subject to the loss, damage, destruction, condemnation, sale, transfer or other
disposition constituted Collateral, the assets to be acquired shall constitute Collateral), such portion of such proceeds shall not constitute Net Cash
Proceeds except to the extent (1) not so used within such 6-
month period or (2) not contracted to be so used within such 6 month period and not
thereafter so used within 12 months of such receipt.
“ Net Orderly Liquidation Value ”
means, with respect to Eligible Equipment and Eligible Inventory, as the case may be, the orderly
liquidation value with respect to such Equipment or Inventory, net of expenses estimated to be incurred in connection with such liquidation, based
on the most recent third party appraisal in form and substance, and by an independent appraisal firm, reasonably satisfactory to the Agent.
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