194
"
Contingent Obligations
" means, with respect to any Person, any obligation of such Person Guaranteeing in any manner,
whether directly or indirectly, any operating lease, dividend or other obligation that, in each case, does not constitute
Indebtedness ("primary obligations") of any other Person (the "primary obligor"), including any obligation of such
Person, whether or not contingent:
(1)
to purchase any such primary obligation or any property constituting direct or indirect security therefor;
(2)
to advance or supply funds:
(a)
for the purchase or payment of any such primary obligation; or
(b)
to maintain the working capital or equity capital of the primary obligor or otherwise to maintain the net
worth or solvency of the primary obligor; or
(3)
to purchase property, securities or services primarily for the purpose of assuring the owner of any such
primary obligation of the ability of the primary obligor to make payment of such primary obligation against
loss in respect thereof; or
(4)
for the avoidance of doubt, any contingent obligations in respect of workers' compensation claims, early
retirement or termination obligations, pension fund obligations or contributions, or similar claims, obligations
or contributions or social security or wage taxes.
"
continuing
" means, with respect to any Default or Event of Default, that such Default or Event of Default has not been
cured or waived.
"
Convertible Term Loan Facilities
" means: (i) a $50.0 million convertible term loan facility with KEC SPV 1 Limited
(an entity managed and controlled by Abraaj Investment Management Limited) entered into in April 2012; and (ii) a
Sharia’h compliant $50.0 million convertible term murabaha facility with Qatar First Investment Bank (subsequently
renamed Qatar First Bank) entered into in August 2012.
"
Credit Facilities
" means, one or more debt facilities, capital markets indentures, instruments or arrangements incurred
by the Issuer any Restricted Subsidiary or any Finance Subsidiary (including commercial paper facilities and overdraft
facilities) with banks or other institutions or investors, providing for revolving credit loans, term loans, receivables
financing (including through the sale of receivables to such institutions or to special purpose entities formed to borrow
from such institutions against such receivables) or letters of credit, notes or other Indebtedness, in each case, as amended,
restated, modified, renewed, refunded, replaced, restructured, refinanced, repaid, increased or extended in whole or in
part from time to time (and whether in whole or in part and whether or not with the original administrative agent and
lenders or another administrative agent or agents or trustees or other banks or institutions and whether provided under
one or more credit or other agreements, indentures, financing agreements or otherwise) and in each case including all
agreements, instruments and documents executed and delivered pursuant to or in connection with the foregoing
(including any promissory notes and letters of credit issued pursuant thereto and any Guarantee and collateral agreement,
patent and trademark security agreement, mortgages or letter of credit applications and other Guarantees, pledges,
agreements, security agreements and collateral documents). Without limiting the generality of the foregoing, the term
"Credit Facilities" shall include any agreement or instrument (1) changing the maturity of any Indebtedness incurred
thereunder or contemplated thereby, (2) adding Subsidiaries of the Issuer as additional borrowers, issuers or guarantors
thereunder, (3) increasing the amount of Indebtedness incurred thereunder or available to be borrowed thereunder or (4)
otherwise altering the terms and conditions thereof.
"
Currency Exchange Protection Agreement
" means, in respect of any Person, any foreign exchange contract, currency
swap agreement, currency option, cap, floor, ceiling or collar or agreement or other similar agreement or arrangement
designed to protect such Person against fluctuations in currency exchange rates as to which such Person is a party.
"
Default
" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of
Default.
"
Designated Non-Cash Consideration
" means the Fair Market Value of non-cash consideration received by the Issuer or
one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as "Designated Non-Cash
Consideration" pursuant to an officer's certificate, setting forth the basis of such valuation,
less
the amount of cash or
Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.
"
Disqualified Stock
" means any Capital Stock that, by its terms (or by the terms of any security into which it is
convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the
happening of any event, matures or is mandatorily redeemable; pursuant to a sinking fund obligation or otherwise, or
redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after
the date on which the Notes mature;
provided
, that only the portion of Capital Stock which so matures or is mandatorily
redeemable, or is so redeemable at the option of the holder thereof prior to such date, will be deemed to be Disqualified
Stock. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely
because the holders of the Capital Stock have the right to require the Issuer to repurchase or redeem such Capital Stock
