Exhibit 10.22
Execution Version
$500.0 Million 364-DAY CREDIT AGREEMENT
Dated as of December 7, 2007
among
PPG INDUSTRIES, INC.
and
PPG INDUSTRIES SECURITIES, INC.
as Borrowers and
THE INITIAL LENDERS NAMED HEREIN
as Initial Lenders
and
CREDIT SUISSE, CAYMAN ISLANDS BRANCH
as Administrative Agent
and
CREDIT SUISSE SECURITIES (USA) LLC
as Sole Lead Arranger and Sole Book Manager
PPG 364 Day Credit Agreement
TABLE OF CONTENTS
Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS SECTION 1.01. Certain Defined Terms 1 SECTION 1.02. Computation of Time Periods 12 SECTION 1.03. Accounting Terms 12 ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES SECTION 2.01. The Advances 12 SECTION 2.02. Making the Advances 13 SECTION 2.03. Fees 14 SECTION 2.04. Repayment 14 SECTION 2.05. Interest on Advances 14 SECTION 2.06. Interest Rate Determination 15 SECTION 2.07. Optional Conversion of Advances 16 SECTION 2.08. Prepayments of Advances 16 SECTION 2.09. Increased Costs 17 SECTION 2.10. Illegality 17 SECTION 2.11. Payments and Computations 18 SECTION 2.12. Taxes 19 SECTION 2.13. Sharing of Payments, Etc. 20 SECTION 2.14. Evidence of Debt. 20 SECTION 2.15. Use of Proceeds 21 ARTICLE III CONDITIONS TO EFFECTIVENESS AND LENDING SECTION 3.01. Conditions Precedent to Effectiveness 21 SECTION 3.02. Conditions Precedent to Funding 22
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PPG 364 Day Credit Agreement SECTION 3.03. Determinations Under Section 3.01 and 3.02 23 ARTICLE IV REPRESENTATIONS AND WARRANTIES SECTION 4.01. Representations and Warranties of PPG 24 ARTICLE V COVENANTS OF THE BORROWERS SECTION 5.01. Affirmative Covenants 26 SECTION 5.02. Negative Covenants 27 ARTICLE VI EVENTS OF DEFAULT SECTION 6.01. Events of Default 30 ARTICLE VII GUARANTY SECTION 7.01. Guaranty 31 SECTION 7.02. Guaranty Absolute 31 SECTION 7.03. Waivers and Acknowledgments 32 SECTION 7.04. Subrogation 33 SECTION 7.05. Subordination 33 SECTION 7.06. Continuing Guaranty; Assignments 34 ARTICLE VIII THE ADMINISTRATIVE AGENT SECTION 8.01. Authorization and Action 34 SECTION 8.02. Administrative Agent' s Reliance, Etc. 34 SECTION 8.03. Credit Suisse and Affiliates 35 SECTION 8.04. Lender Credit Decision 35 SECTION 8.05. Indemnification 35 SECTION 8.06. Successor Administrative Agent 36 SECTION 8.07. Other Agents 36
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PPG 364 Day Credit Agreement ARTICLE IX MISCELLANEOUS SECTION 9.01. Amendments, Etc. 36 SECTION 9.02. Notices, Etc. 36 SECTION 9.03. No Waiver; Remedies 37 SECTION 9.04. Costs and Expenses 37 SECTION 9.05. Right of Set-off 38 SECTION 9.06. Binding Effect 38 SECTION 9.07. Assignments and Participations 38 SECTION 9.08. Confidentiality 41 SECTION 9.09. Governing Law 41 SECTION 9.10. Execution in Counterparts 41 SECTION 9.11. Judgment 41 SECTION 9.12. Jurisdiction, Etc. 41 SECTION 9.13. Substitution of Currency 42 SECTION 9.14. Waiver of Jury Trial 42 SECTION 9.15. USA PATRIOT ACT 42
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PPG 364 Day Credit Agreement
Schedules
Schedule I List of Applicable Lending Offices Schedule 1.01 Mandatory Cost Schedule 2.15 Existing Target Debt and Surviving Target Debt Exhibits Exhibit A
Form of Note Exhibit B-1
Form of Notice of Borrowing Exhibit B-2
Form of Notice of Continuation Exhibit C
Form of Assignment and Acceptance Exhibit D-1
Form of Opinion of Counsel for PPG Exhibit D-2
Form of Opinion of In-House Counsel for PPG
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PPG 364 Day Credit Agreement
364-DAY CREDIT AGREEMENT
Dated as of December 7, 2007
PPG INDUSTRIES, INC., a Pennsylvania corporation (" PPG" ), PPG INDUSTRIES SECURITIES, INC., a Delaware corporation (collectively with PPG, the " Borrowers" ) the banks, financial institutions and other institutional lenders (the " Initial Lenders" ) listed on the signature pages hereof, CREDIT SUISSE, CAYMAN ISLANDS BRANCH (" Credit Suisse" ), as administrative agent (the " Administrative Agent" ) for the Lenders, and CREDIT SUISSE SECURITIES (USA) LLC, as sole lead arranger and sole book manager (the " Lead Arranger" ), agree as follows:
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.01. Certain Defined Terms . As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): " Acquisition" means the acquisition by PPG of all of the Equity Interests in the Target pursuant to the Acquisition Agreement.
" Acquisition Agreement" means the Amended and Restated Agreement for the Sale and Purchase of SigmaKalon (BC) Holdco B.V. dated December 4, 2007 between PPG and the Seller, as amended or otherwise modified or as any of the terms or conditions thereof may be waived from time to time with the consent of the Administrative Agent.
" Additional Margin" means, (a) 0.0% during the period from and including the Effective Date up to, but excluding, the two month anniversary of the Effective Date, (b) 0.10% per annum during the period from and including the two month anniversary of the Effective Date up to, but excluding, the four month anniversary of the Effective Date, (c) 0.20% per annum during the period from and including the four month anniversary of the Effective Date up to, but excluding, the sixth month anniversary of the Effective Date, and (d) 0.30% per annum during the period beginning on the sixth month anniversary of the Effective Date and thereafter.
" Advance" means an advance by a Lender to any Borrower as part of a Borrowing and refers to a Base Rate Advance or a Eurocurrency Rate Advance (each of which shall be a " Type" of Advance). " Affiliate" means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person. For purposes of this definition, the term " control" (including the terms " controlling" , " controlled by" and " under common control with" ) of a Person means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by contract or otherwise. " Agent' s Account" means (a) in the case of Advances denominated in Dollars, the account of the Administrative Agent maintained by the Administrative Agent at Bank of New York, ABA No.: 021000018, Account Name: CS Cayman A/C, Account No.: XXXXXXXXXX, Reference: PPG, (b) in the case of Advances denominated in Euro, the account of the Administrative Agent maintained by the Administrative Agent at Citibank N.A. London, SWIFT: CITIGB2L, F/O: CS NYC, SWIFT Code: CRESUS33, Account No.: XXXXXXXXXX, Reference: PPG, (c) in the case of Advances denominated in Sterling, the account of the Administrative Agent maintained by the Administrative Agent at HSBC plc, SWIFT: MIDLGB22, Sort Code: 400515, F/O: CREDIT SUISSE NYC, SWIFT Code: CRESUS33, Account No. XXXXXXXXXX, and (d) in any such case, such other account of the Administrative Agent as is designated in writing from time to time by the Administrative Agent to the Borrowers and the Lenders for such purpose.
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PPG 364 Day Credit Agreement
" Applicable Lending Office" means, with respect to each Lender, such Lender' s Domestic Lending Office in the case of a Base Rate Advance and such Lender' s Eurocurrency Lending Office in the case of a Eurocurrency Rate Advance. " Applicable Margin" means (a) for Base Rate Advances, 0% per annum, and (b) for Eurocurrency Rate Advances, a percentage per annum determined by reference to the Corporate Rating in effect on such date as set forth below:
Corporate Rating
S&P/Moody' s
Applicable Margin for Eurocurrency Rate Advances
Level 1 AA- or Aa3 or above 0.25 %
Level 2 Lower than Level 1 but at least A- or A3 0.30 %
Level 3 Lower than Level 2 but at least BBB- or Baa3 0.45 %
Level 4 Lower than Level 3 0.75 %
" Assignment and Acceptance" means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, in substantially the form of Exhibit C hereto or any other form approved by the Administrative Agent and PPG, PPG' s consent not to be unreasonably withheld or delayed.
" Bankruptcy Law" means any proceeding of the type referred to in Section 6.01(h) or 6.01(i) or Title 11, U.S. Code, or any similar foreign, federal or state law for the relief of debtors.
" Base Rate" means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the higher of:
(a) the rate of interest per annum then most recently announced by Credit Suisse in New York, New York, from time to time, as Credit Suisse' s prime rate for Dollars loaned in the United States; and (b) 1 / 2 of 1% per annum above the Federal Funds Rate.
The Base Rate is an index rate and is not necessarily intended to be the lowest or best rate of interest charged to other customers in connection with extensions of credit or to other banks." " Base Rate Advance" means an Advance denominated in Dollars that bears interest as provided in Section 2.05(a)(ii).
" Borrowers" has the meaning specified in the preamble hereto. " Borrowing" means a borrowing consisting of simultaneous Advances of the same Type and in the same Currency made by each of the Lenders pursuant to Section 2.01.
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PPG 364 Day Credit Agreement
" Borrowing Minimum" means, in respect Advances denominated in Dollars, $10,000,000, in respect of Advances denominated in Sterling, a310,000,000 and, in respect of Advances denominated in Euro, ?10,000,000.
" Borrowing Multiple" means, in respect of Advances denominated in Dollars, $1,000,000, in respect of Advances denominated in Sterling, a31,000,000 and, in respect of Advances denominated in Euro, ?1,000,000.
" Business Day" means a day of the year on which banks are not required or authorized by law to close in New York City and, if the applicable Business Day relates to any Eurocurrency Rate Advances, on which dealings are carried on in the London interbank market and banks are open for business in London and in the country of issue of the currency of such Eurocurrency Rate Advance (or, in the case of an Advance denominated in Euro, on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open). " Commitment" means as to any Lender (a) the Euro amount set forth opposite such Lender' s name on the signature pages hereof or (b) if such Lender has entered into any Assignment and Acceptance, the Euro amount set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 9.07(d). " Committed Currencies" means Sterling and Euro. " Completion Date" means the date on which " Completion" (as defined in the Acquisition Agreement) occurs.
" Confidential Information" means any and all information and data of PPG and any of PPG' s Subsidiaries that is furnished or otherwise becomes known to the Administrative Agent or any Lender by or through PPG and its Subsidiaries, but does not include any such information that is or becomes generally available to the public (other than, in the case of the Administrative Agent or any Lender, as a result of the disclosure thereof by the Administrative Agent or such Lender, as the case may be) or that is or becomes available to the Administrative Agent or such Lender from a source other than PPG that, to the knowledge of the Administrative Agent or such Lender, as the case may be, is under no duty or obligation to keep such information or data confidential. " Consolidated" refers to the consolidation of accounts in accordance with GAAP. " Consolidated Subsidiaries" means the subsidiaries of PPG whose accounts are consolidated with the accounts of PPG in PPG' s consolidated financial statements prepared in accordance with GAAP.
" Convert" , " Conversion" and " Converted" each refers to a conversion of Advances of one Type into Advances of the other Type pursuant to Section 2.06, 2.07 or 2.10. " Corporate Rating" means, as of any date of determination, the corporate rating or corporate family rating as determined by either S&P or Moody' s, respectively, of the Borrower. For purposes of the foregoing, (a) if only one of S&P and Moody' s shall have in effect a Corporate Rating, the Applicable Margin shall be determined by reference to the available rating; (b) if neither S&P nor Moody' s shall have in effect a Corporate Rating, the Applicable Margin will be set in accordance with Level 4 under the definition of " Applicable Margin" ; (c) if the ratings established by S&P and Moody' s shall fall within different levels, the Applicable Margin shall be based upon (i) if such different levels differ by only one level, the higher rating and (ii) if such different levels differ by more than one level, the level immediately below the higher rating; (d) if any rating established by S&P or Moody' s shall be changed, such change shall be effective as of the date on which such change is first announced publicly by the rating agency making such change; and (e) if S&P or Moody' s shall change the basis on which ratings are established, each reference to the Corporate Rating announced by S&P or Moody' s, as the case may be, shall refer to the then equivalent rating by S&P or Moody' s, as the case may be.
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PPG 364 Day Credit Agreement
" Currency" means Dollars and any Committed Currency. " Default" means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.
" Disclosed Matters" means the actions, suits and proceedings disclosed or otherwise described in PPG' s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 or Quarterly Reports on Forms 10-Q for the quarters ended March 31, 2007, June 30, 2007 and September 30, 2007.
" Dollars" and the " $" sign each means lawful currency of the United States of America.
" Domestic Lending Office" means, with respect to any Lender, the office of such Lender specified as its " Domestic Lending Office" opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to the Borrowers and the Administrative Agent.
" Effective Date" has the meaning specified in Section 3.01.
" Eligible Assignee" means any Person approved by the Administrative Agent, each such approval not to be unreasonably withheld or delayed; provided , however , that neither PPG nor an Affiliate of PPG shall qualify as an Eligible Assignee.
" EMU Legislation" means (a) the Treaty on European Union (the Treaty of Rome of March 25, 1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998), and (b) legislative measures of the European Council (including without limitation European Council regulations) for the introduction of, changeover to or operation of the Euro, in each case as amended or supplemented from time to time.
" Equity Interests" means, with respect to any Person, shares of capital stock of (or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or other acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or other acquisition from such Person of such shares (or such other interests), and other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.
" Equivalent" in Dollars, Euro or Sterling of any Currency on any date means the equivalent in Dollars, Euro or Sterling of such Currency determined by using the quoted spot rate at which the Administrative Agent' s principal office in London offers to exchange Dollars, Euro or Sterling, as the case may be, for such Currency in London prior to 4:00 P.M. (London time) (unless otherwise indicated by the terms of this Agreement) on such date as is required pursuant to the terms of this Agreement. " ERISA" means the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.
" ERISA Affiliate" means any trade or business (whether or not incorporated) that is a member of a group of which PPG is a member and which is treated as a single employer under Section 414 of the Internal Revenue Code.
" Escrow Accounts" means accounts established at the Escrow Bank, in the name of the Escrow Agent, pursuant to the terms of the Escrow Agreement. " Escrow Agent" means JPMorgan Chase Bank, N.A.
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PPG 364 Day Credit Agreement
" Escrow Agreement" means that certain Escrow Agreement dated as of December 4, 2007 (as amended or otherwise modified or as any of the terms or conditions thereof may be waived from time to time with the consent of the Administrative Agent), by and among PPG, PPG Europe B.V., the Seller and the Escrow Agent, and acknowledged by the Notary, pursuant to which, subject to the occurrence of the Satisfaction Date before December 27, 2007, the proceeds of the Advances on the Funding Date will be deposited in an Escrow Account. " EURIBO Rate" means, for any Interest Period for each Eurocurrency Rate Advance comprising part of the same Borrowing consisting of Euro, (a) the rate per annum equal to the Banking Federation of the European Union EURIBOR Rate (" BFEA EURIBOR" ), as published by Bloomberg (or another commercially available source providing quotations of BFEA EURIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 A.M., Brussels time, two Business Days prior to the commencement of such Interest Period, for deposits in Euro (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, or (b) if for any reason such rate is not available at such time, the rate per annum determined by the Administrative Agent to be the rate per annum at which deposits in Euro are offered by the principal office of Credit Suisse in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to Credit Suisse' s Eurocurrency Rate Advance comprising part of such Borrowing to be outstanding during such Interest Period and for a period equal to such Interest Period, or (c) if for any reason neither of such rates is available at such time, the average of the rate per annum at which deposits in Euro are offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Reference Bank' s Eurocurrency Rate Advance comprising part of such Borrowing to be outstanding during such Interest Period and for a period equal to such Interest Period.
" Euro" and the " ?" sign each means the lawful currency of the European Union as constituted by the treaty establishing the European Community being the Treaty of Rome, as amended from time to time and as referred to in the EMU legislation. " Eurocurrency Lending Office" means, with respect to any Lender, the office of such Lender specified as its " Eurocurrency Lending Office" opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time to time specify to the Borrowers and the Administrative Agent.
" Eurocurrency Liabilities" has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time. " Eurocurrency Rate" means for any Interest Period for each Eurocurrency Rate Advance comprising part of the same Borrowing (a) in the case of any Borrowing denominated in Dollars, an interest rate per annum equal to the rate per annum obtained by dividing (i) (x) the rate per annum determined by the Administrative Agent at approximately 11:00 A.M., London time, on the date that is two Business Days prior to the commencement of such Interest Period by reference to the British Bankers' Association Interest Settlement Rates for deposits in Dollars (as set forth by the Bloomberg Information Service or any successor thereto or any other service selected by the Administrative Agent which has been nominated by the British Bankers' Association as an authorized information vendor for the purpose of displaying such rates) for a period equal to such Interest Period, or (y) if for any reason such rate is not available at such time, the rate per annum determined by the Administrative Agent to be the rate per annum at which deposits in Dollars are offered by the principal office of Credit Suisse in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Credit Suisse' s Eurocurrency Rate Advance comprising part of such Borrowing to be outstanding during such Interest Period and for a period equal to such Interest Period, or (z) if for any reason neither of such rates is available at such time, the average of the rate per annum at which deposits in Dollars are offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M.
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PPG 364 Day Credit Agreement
(London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Reference Bank' s Eurocurrency Rate Advance comprising part of such Borrowing to be outstanding during such Interest Period and for a period equal to such Interest Period, by (ii) a percentage equal to 100% minus the Eurocurrency Rate Reserve Percentage for such Interest Period, or (b) in the case of any Borrowing denominated in Sterling, (i) the rate per annum appearing on the Bloomberg Information Service or any successor thereto as the London interbank offered rate for deposits in Sterling at approximately 11:00 A.M. (London time) on the first day of such Interest Period for a term comparable to such Interest Period or, if for any reason such rate is not available, the rate per annum determined by the Administrative Agent to be the rate at which Credit Suisse' s London Branch would offer in the European interbank market at approximately 11:00 A.M. (London Time) two Business Days prior to the commencement of such Interest Period for deposits in Sterling for delivery on the first day of such Interest Period in same day funds in the approximate amount of such Eurocurrency Rate Advance being made, continued or converted, or (ii) if for any reason such rate is not available at such time, the rate per annum determined by the Administrative Agent to be the rate per annum at which deposits in Sterling are offered by the principal office of Credit Suisse in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Credit Suisse' s Eurocurrency Rate Advance comprising part of such Borrowing to be outstanding during such Interest Period and for a period equal to such Interest Period, or (iii) if for any reason neither of such rates is available at such time, the average of the rate per annum at which deposits in Sterling are offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Reference Bank' s Eurocurrency Rate Advance comprising part of such Borrowing to be outstanding during such Interest Period and for a period equal to such Interest Period, or (c) in the case of any Borrowing denominated in Euro, the EURIBO Rate. " Eurocurrency Rate Advance" means an Advance denominated in Dollars or a Committed Currency that bears interest as provided in Section 2.05(a)(i).
" Eurocurrency Rate Reserve Percentage" for any Interest Period for all Eurocurrency Rate Advances denominated in Dollars comprising part of the same Borrowing means the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurocurrency Rate Advances is determined) having a term equal to such Interest Period.
" Events of Default" has the meaning specified in Section 6.01.
" Existing Target Debt" means Indebtedness of the Target and its Subsidiaries outstanding immediately before the occurrence of the Effective Date.
" Federal Funds Rate" means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it. " Funded Debt" means all Indebtedness for money borrowed which by its terms matures at or is extendable or renewable at the option of the obligor to a date more than twelve months after the date of the creation of such Indebtedness.
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PPG 364 Day Credit Agreement
" Funding Date" has the meaning specified in Section 3.02.
" GAAP" has the meaning specified in Section 1.03. " Guarantee" of or by any Person means any obligation, contingent or otherwise, of such Person guaranteeing any Indebtedness of any other Person, whether directly or indirectly, and including any obligation of such Person, direct or indirect, to purchase or pay such Indebtedness or to purchase any security for the payment of such Indebtedness; provided , however , that the term " Guarantee" shall not include endorsements for collection or deposit, in either case in the ordinary course of business. " Guaranteed Obligations" has the meaning specified in Section 7.01. " Guaranty" means Guarantee by PPG contained in Article VII. " Indebtedness" of any Person at any time means, without duplication, (a) all obligations for money borrowed or raised, all obligations (other than accounts payable and other similar items arising in the ordinary course of business) for the deferred payment of the purchase price of property, and all capital lease obligations which, in each case in accordance with GAAP, would be included in determining total liabilities as shown on the liability side of the balance sheet of such Person and (b) all Guarantees by such Person. " Interest Period" means, initially, for each Eurocurrency Rate Advance comprising part of the same Borrowing, the period commencing on the date of such Eurocurrency Rate Advance or the date of the Conversion of any Base Rate Advance into such Eurocurrency Rate Advance and ending on the last day of the period selected by the applicable Borrower pursuant to the provisions below and, thereafter, with respect to Eurocurrency Rate Advances, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last da ...
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