Definitions

Definitions. (a) "Board" shall mean the Board of Directors of the Company. (b) "Code" shall mean the Internal Revenue Code of 1986, as amended. (c) "Common Stock" shall mean the common stock, $1.00 par value per share, of the Company. (d) "Company" shall mean AZZ incorporated, a Texas corporation, or any successor which adopts this Plan. (e) "Compensation" for the Offering Period shall mean the regular earnings paid to the Employee by the Employer for the applicable period used to compute federal taxable... income for such period and reported as such for purposes of the Employee's Form W-2. (f) "Continuous Status as an Employee" shall mean the absence of any interruption or termination of service as an Employee. Continuous Status as an Employee shall not be considered interrupted in the case of a leave of absence that meets the requirements of paragraph 10(b). (g) "Designated Subsidiary" shall mean any Subsidiary of the Company designated by the Board in its sole discretion as eligible to participate in the Plan and listed on Schedule 1 hereto, provided that the Board, in its sole discretion, may determine at any time that any such Subsidiary will no longer be eligible to participate in the Plan and that such Subsidiary will accordingly be removed from Schedule 1 hereto. (h) "Employee" shall mean any person, including an officer, who has been employed by the Employer for at least 90 days prior to such person electing to participate in the Plan, in accordance with the terms and conditions herein, and is customarily employed for at least twenty (20) hours per week and whose wages are subject to withholding for purposes of federal income taxes. 941544_4 1 (i) "Employer" shall mean the Company and each of its Subsidiaries. (j) "Enrollment Date" shall mean the first day of each Offering Period. (k) "Exercise Date" shall mean the last day of the first payroll period ending in August and February of each year within an Offering Period. (l) "Exercise Period" shall mean the six (6) month period commencing one (1) day after one (1) Exercise Date and ending with the next Exercise Date. (m) "NYSE" shall mean the New York Stock Exchange. (n) "Offering Period" shall mean the period of twenty-four (24) months during which an option granted pursuant to the Plan may be exercised, as described in paragraph 4. (o) "Participant" shall mean an Employee who has been offered the opportunity to purchase Common Stock hereunder and who has elected to participate herein by authorizing payroll deductions. (p) "Payroll Deduction Account" shall mean that separate account maintained hereunder to record the amount of a Participant's Compensation that has been withheld hereunder. (q) "Plan" shall mean the AZZ incorporated Employee Stock Purchase Plan. (r) "Subsidiary" shall mean a limited partnership, limited liability company or corporation, domestic or foreign, of which, at the time of the granting of the option pursuant to paragraph 7, either not less than 50% of the total combined voting power of all classes of stock or membership interests are held by the Company or a Subsidiary or, with respect to limited partnerships, the Company is or controls the general partner of such limited partnership, whether or not such limited partnership, limited liability company or corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary. View More

Definitions. (b) "Accrued Obligations" shall mean (i) the Executive's full Base Salary through the Date of Termination, (ii) in the case of death or retirement, a pro rated Annual Bonus for the last full fiscal year of the Corporation, with the method of proration determined by the Corporation in accordance with its standard practices from time to time (iii) any compensation previously deferred by the Executive (together with any accrued earnings thereon) and not yet paid by the Corporation and any accrued... vacation pay for the current year not yet paid by the Corporation, (iv) any amounts or benefits owing to the Executive or to the Executive's beneficiaries under the then applicable employee benefit plans or policies of the Corporation and (v) any amounts owing to the Executive for reimbursement of expenses properly incurred by the Executive prior to the Date of Termination and which are reimbursable in accordance with the reimbursement policy of the Corporation described in Section 4(e). View More

Definitions. Any other terms used herein (whether or not capitalized) shall have the meaning ascribed to them by the Code to the extent the same are defined in the Code

Definitions. Unless otherwise specified herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Definitions List attached as Schedule I to the Second Amended and Restated Base Indenture, dated as of June 3, 2004 (the "Base Indenture"), between Cendant Rental Car Funding (AESOP) LLC ("CRCF"), as Issuer, and The Bank of New York, as Trustee, as such Definitions List may from time to time be amended in accordance with the terms of the Base Indenture.

Definitions. Section 1.1 of the Credit Agreement shall be amended by amending the following definition in its entirety: "Consolidated Adjusted Net Worth" means, as at any date of determination, the sum of (a) the amounts that would, in accordance with GAAP, be included on the consolidated balance sheet of the Borrower and its Subsidiaries as of such date as total stockholders' equity (including all "preferred stock" (other than Disqualified Capital Stock and/or Hybrid Securities that are determined to be,... or that are treated as, "preferred stock")), but excluding (i) treasury stock and (ii) accumulated other comprehensive income (AOCI), and (b) the amounts of all obligations of the Borrower and its Subsidiaries in respect of Disqualified Capital Amendment No.3 Stock and/or Hybrid Securities to the extent, as at such date of determination, such obligations would be excluded from the definition of "Indebtedness" by virtue of the proviso contained in clause (xi) of such definition. View More

Definitions. As used in this Agreement, all capitalized terms shall have the definitions as provided herein. Any accounting term used but not defined herein shall be construed in accordance with generally accepted accounting principles in the United States of America, as in effect from time to time ('GAAP') and all calculations shall be made in accordance with GAAP. The term 'financial statements' shall include the accompanying notes and schedules. All other terms used but not defined herein shall have the... meaning given to such terms in the Uniform Commercial Code as adopted in the State of New York, as amended and supplemented from time to time (the 'UCC'). View More

Definitions. Section 1.1 of the Credit Agreement shall be amended by adding the following new definitions (to the extent not already included in said Section 1.1) and inserting the same in the appropriate alphabetical locations and amending the following definitions (to the extent already included in said Section 1.1) to read in their entirety as follows: "Consolidated Total Debt" means, in respect of the Borrower and its Subsidiaries on a consolidated basis, as at any date of determination, the aggregate... stated balance sheet amount of all Indebtedness, determined on a consolidated basis in accordance with GAAP, but excluding (i) Indebtedness constituting letters of credit issued for insurance regulatory purposes and for Amendment No.2 which adequate insurance reserves or other appropriate provisions consistent with Borrower's past practice have been made therefor and (ii) Non-Recourse Indebtedness. "Indebtedness" as applied to any Person, means (i) all indebtedness for borrowed money, (ii) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP, (iii) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money, (iv) any obligation owed for all or any part of the deferred purchase price of property or services (excluding any such obligations incurred under ERISA), which purchase price is (a) due more than six months from the date of incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written instrument, (v) all indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person, (vi) the face amount of any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (vii) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another of the type described in clauses (i) through (vi) above and clauses (x) and (xi) below; (viii) any obligation of such Person the primary purpose or intent of which is to provide assurance to an obligee that the obligation of the obligor thereof will be paid or discharged, or any agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof (other than customary and reasonable, unmatured and unpaid indemnity obligations with respect to the Contractual Obligations of the Borrower or a wholly-owned Subsidiary); (ix) any liability of such Person for an obligation of another through any agreement (contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (b) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclause (a) or (b) of this clause (ix), the primary purpose or intent thereof is as described in clause (viii) above; (x) all obligations of such Person in respect of any Interest Rate Agreement and Currency Agreement; and (xi) all obligations of such Person in respect of any Hybrid Securities and Disqualified Capital Stock, provided that, in the case of this clause (xi), only the amount of those obligations that exceed 15% of Consolidated Capitalization at the time of determination shall be included as Indebtedness. Notwithstanding the foregoing, and for the avoidance of doubt, "Indebtedness" shall not include (a) any liability for collateral held by the Borrower and/or its Subsidiaries relating to securities lending transactions and (b) any commitment or other undertaking of such Person to provide funds for the purchase or acquisition of any investment, including, without limitation, commitments in the nature of capital calls or capital contributions for private equity funds or similar investments. Amendment No.2 "Non-Recourse Indebtedness" means Indebtedness of a Subsidiary in connection with the consolidation of such Subsidiary as a "Variable Interest Entity" under Financial Accounting Standards Boards Interpretation No. 46R (or any successor interpretations or amendments thereto and as affected by any subsequent relevant pronouncements of the FASB or, if, and to the extent applicable, the Securities and Exchange Commission), provided that (i) the satisfaction of such Indebtedness is limited to the real property of such Subsidiary (except for customary exceptions for fraud, misapplication of funds and environmental indemnities) and (ii) the amount of all such Indebtedness that is deemed to constitute Non-Recourse Indebtedness shall be limited to the extent necessary to ensure that the aggregate outstanding amount of Non-Recourse Indebtedness of all such Subsidiaries does not at any time exceed 15% of Consolidated Adjusted Net Worth. View More

Definitions. The definitions in Section 1.1 of the Indenture for the following terms are deleted in their entirety: "Company Notice," "Company Notice Date," "Market Price" and "Sale Price."

Definitions. In this Agreement: "Amended Agreement" means the Original Facility Agreement, as amended by this Agreement. "Amendment Documents" means this Agreement and the Amendment Fee Letter. "Amendment Fee Letter" means the letter dated 16 September 2005 between the Company, the Agent, and Citigroup Global Markets Limited setting out certain fees payable in connection with this Agreement. "Effective Date" means 27 October 2005. "Original Facility Agreement" means the €650,000,000 facility agreement dated... 7 February 2005 between the Company, the Borrowers, the Agent, the Arranger and the Existing Lenders. "Outgoing Lenders" means Banca di Roma S.p.A. London Branch and RBC Finance B.V. View More

Definitions. Capitalized terms used but not defined herein have the meaning set forth in the Agreement and Appendix A thereto. In addition, the following terms have the following respective meanings: