JPMorgan - KASE

the Company or to a Guarantor, (e) the sale or other disposition of Cash Equivalents, (f) any cash
dividend, distribution, Investment or payment made pursuant to the first paragraph of the
“Description of the Notes — Certain Covenants — Restricted Payments” covenant, (g) sales,
leases, conveyances or other dispositions of assets the aggregate gross proceeds of which do not
exceed $500,000 in any twelve-month period, (h) the sale and disposition of surplus and other
property or equipment of the Company or any of its Restricted Subsidiaries that, in the
reasonable judgment of the Company (or the Restricted Subsidiary, if applicable), has become
uneconomic, damaged, obsolete, worn out or otherwise unsuitable for use in connection with
the business of the Company and its Restricted Subsidiaries, (i) any surrender or waiver of
contract rights or the settlement, release or surrender of contract, tort or other claims of any
kind, (j) the granting of Liens not prohibited under the Indenture, (k) the licensing of intellectual
property, (l) any sale, conveyance, disposition or other transfer of properties that was permitted
under “Description of the Notes — Certain Covenants — Restricted Payments” when made, and
(m) the issuance of Preferred Stock of any Restricted Subsidiary permitted by the covenant
described under “Description of the Notes — Certain Covenants — Incurrence of Indebtedness
and Issuance of Preferred Stock”.
“Attributable Indebtedness” in respect of a sale and leaseback transaction means, at the time of
determination, the present value (discounted at the rate of interest implicit in such transaction,
determined in accordance with GAAP) of the obligation of the lessee for net rental payments
during the remaining term of the lease included in such sale and leaseback transaction (including
any period for which such lease has been extended or may, at the option of the lessor, be
extended).
“Board of Directors” of any Person means the board of directors of such Person, or any
authorized committee of such board of directors.
“Board Resolution” means, with respect to any Person, a copy of a resolution certified by the
Secretary or a Managing Director of such Person to have been duly adopted by the Board of
Directors of such Person and to be in full force and effect on the date of such certification, and
delivered to the Trustee.
“Business Day” means any day other than a Legal Holiday.
“Capital Lease Obligation” means, at the time any determination thereof is to be made, the
amount of the liability in respect of a capital lease that would at such time be required to be
capitalized on a balance sheet in accordance with GAAP.
“Capital Stock” means (i) in the case of a corporation, corporate stock, (ii) in the case of an
association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock, (iii) in the case of a partnership,
partnership interests (whether general or limited) and (iv) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.
“Cash Equivalents” means (a) securities issued or directly and fully guaranteed or insured by the
United States of America or Canada or any agency or instrumentality thereof (provided that the
full faith and credit of the United States or Canada, as the case may be, is pledged in support
thereof) having maturities no more than twelve months from the date of acquisition; (b) direct
obligations issued by any province of Canada maturing or subject to tender at the option of the
holder thereof within 90 days after the date of acquisition thereof and having a rating of A or
better from Standard & Poor’s or A-2 or better from Moody’s; (c) U.S. or Canadian dollar
denominated (or foreign currency fully hedged) time deposits, certificates of deposit, Eurodollar
time deposits or Eurodollar certificates of deposit of (i) any commercial bank of recognized
standing organized under the laws of the United States or a State thereof, Canada or a member
state of the European Union, having capital and surplus in excess of $500.0 million or (ii) any
bank whose short-term commercial paper rating from Standard & Poor’s is at least A-l or the
127