Kodak 2011 Annual Report Download - page 148

“ Applicable Prepayment Percentage ”
means (i) prior to the Term Facility Termination Date, solely with respect to IP Settlement
Proceeds and Other Proceeds, 75% and (ii) in all other cases, 100%, provided
that aggregate amount of Net Cash Proceeds which are not required
to be applied pursuant to Section 2.10(b) by reason of clause (i) may not exceed $150,000,000.
“ Appropriate Lender ”
means (i) in respect of the US Revolving Credit Facility, each US Revolving Lender, (ii) in respect of the
Canadian Revolving Credit Facility, each Canadian Revolving Lender and (iii) in respect of the Term Facility, each Term Lender.
“ Approved Canadian Case ”
means proceedings commenced under the CCAA in the Canadian Court, after consultation with the Agent
and subject to the consent (or non-
objection) of the Required Canadian Revolving Lenders, in respect of Kodak Canada or any Canadian
Subsidiary Guarantor whereby (i) in connection therewith, the Canadian Revolving Credit Facility hereunder is restructured as a debtor-in-
possession facility on terms and conditions and pursuant to documentation reasonably acceptable to the Agent and the Required Canadian
Revolving Lenders in all respects; (ii) the initial order under the CCAA granting protection to the applicable Canadian Loan Parties (a) is on terms
and conditions reasonably satisfactory to the Agent, (b) grants a superpriority charge and Lien securing any obligations of the applicable Canadian
Loan Parties under such debtor-in-
possession facility and related guarantees, subject only to, (I) an administration charge securing payment of
professional fees of the applicable Canadian Loan Parties’
counsel, the court appointed monitor and counsel to the court appointed monitor, and
(II) such other Liens as may be consented in writing by the Agent and Required Canadian Revolving Lenders, (c) provides that the Lenders shall
be treated as “unaffected creditors” in respect of the Canadian Revolving Credit Facility and such debtor-in-
possession financing under any plan of
compromise or arrangement, and (d) appoints a monitor, reasonably satisfactory to the Agent and the Required Canadian Revolving Lenders; and
(iii) the Agent and the Required Canadian Revolving Lenders are reasonably satisfied with all court approvals, terms, conditions and other
documentation relating to such debtor-in-possession financing as are customary in debtor-in-
possession facilities in Canada (as determined by the
Agent and its counsel) or as the Agent or the Required Canadian Revolving Lenders may reasonably request.
“ Approved Fund ”
means any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an
Affiliate of an entity that administers or manages a Lender.
“ Arranger ” means Citigroup Global Markets Inc. in its capacity as sole lead arranger and sole bookrunner.
“ Asset Sale ”
means any Disposition of property or series of related Dispositions of property excluding (i) any such Disposition permitted
by any clause of Section 5.02(e) (other than clause (ii) , (iii) or (vi)
thereof) and (ii) any other Disposition or series of related Dispositions so long
as, except in the case of any Disposition or series of Dispositions of or with respect to (x) the Digital Imaging Patent Portfolio prior to the Term
Facility Termination Date or (y) any Revolving Credit Facility Collateral included in the determination of the Borrowing Base, the Net Cash
Proceeds received by the Company and its Subsidiaries therefrom (valued at the initial principal amount thereof in the case of non-
cash proceeds
consisting of notes or other debt securities and valued at fair market value in the case of other non-
cash proceeds) do not exceed (x) $5,000,000 for
any single Disposition or series of related Dispositions and (y) $25,000,000 in any fiscal year for all Dispositions and series of related Dispositions
excluded pursuant to subclause (x) of this clause (ii).
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