Investment Grade Rating means a rating equal to or higher than Baa3 (or the equivalent) by Moodys and BBB- (or the equivalent) by S&P, or any equivalent rating by any Rating Agency.
Issue Date means September 30, 2013.
Issuer means (i) prior to the consummation of the Merger, CPG Merger Sub LLC and (ii) upon and following the consummation of the Merger, CPG, and in each case, their permitted successors and assigns.
Lien means, with respect to any property or other asset, any mortgage, deed of trust, deed to secure debt, pledge, hypothecation, assignment, deposit arrangement, security interest, lien (statutory or otherwise), charge, easement, encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such property or other asset (including, without limitation, any conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing); provided that in no event shall an operating lease be deemed to constitute a Lien.
Merger means the merger of CPG Merger Sub LLC with and into CPG, with CPG surviving such merger, pursuant to the terms of the Merger Agreement.
Merger Agreement means the Agreement and Plan of Merger, dated as of August 16, 2013, by and among CPG Newco LLC, CPG Merger Sub LLC, CPG International Inc. and CPG International Holdings LP, as amended up to and including the Issue Date.
Moodys means Moodys Investors Service, Inc. or any successor to its rating agency business.
Net Cash Proceeds means, with respect to Asset Sales of any Person, cash proceeds actually received by the Issuer or any of its Restricted Subsidiaries, net of (i) attorney, accountant, auditor, printer, SEC filing, brokerage, consultant, investment banking, advisory, placement, arranger or underwriting fees and expenses and any other customary fees and expenses actually incurred in connection therewith, (ii) search and recording charges, (iii) required indebtedness payments and required payments of other obligations in respect of Indebtedness secured by a Lien permitted under this Indenture on any asset that is the subject of such Asset Sale, (iv) other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith, (v) taxes, including sales, transfer, deed or mortgage recording taxes, paid or payable as a result thereof, and any other payment required by applicable law as a result of such Asset Sale, (vi) any payment amounts required to be paid by law, rule or regulation upon receipt to a third party related to the transaction (including to labor unions and environmental trusts) and (vii) any reserve established in accordance with GAAP (provided that such reserved amounts shall be Net Cash Proceeds to the extent and at the time of any reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount)), in each case, as determined reasonably and in good faith by a Responsible Officer of the Issuer or any of its direct or indirect parent companies on behalf of the Issuer.