Comparable Treasury Issue
means the United States Treasury security
selected by the Independent Investment Banker (as defined below) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the applicable fixed rate New Note.
Comparable Treasury Price
means, with respect to any Redemption
Date, (i) the average of five Reference Treasury Dealer Quotations (as defined below) for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker
obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.
Independent Investment
Banker
means Barclays Capital Inc., Deutsche Bank Securities Inc. or Merrill Lynch, Pierce, Fenner & Smith Incorporated, as specified by us, or if all of these firms are unwilling or unable to serve in that capacity, an
independent investment banking institution of national standing in the United States appointed by us.
Reference Treasury
Dealer
means (i) Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, and their respective successors,
provided, however
, that if any of the foregoing shall cease to be a primary U.S.
government securities dealer in the City of New York (a
Primary Treasury Dealer
), the Issuers will substitute therefor another Primary Treasury Dealer and (ii) any three other Primary Treasury Dealers selected by the Issuers
after consultation with an Independent Investment Banker.
Net Tangible Assets
means the total assets of the Parent
Guarantor and its Restricted Subsidiaries (including, with respect to the Parent Guarantor, its net investment in subsidiaries that are not Restricted Subsidiaries) after deducting therefrom (a) all current liabilities (excluding any thereof
constituting debt by reason of being renewable or extendable) and (b) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense, organization and developmental expenses and other like segregated intangibles, all as
computed by the Parent Guarantor in accordance with generally accepted accounting principles applied by the Parent Guarantor as of a date within 90 days of the date as of which the determination is being made;
provided
, that any items
constituting deferred income taxes, deferred investment tax credit or other similar items shall not be taken into account as a liability or as a deduction from or adjustment to total assets.
Principal Plant
means (a) any brewery, or any manufacturing, processing or packaging plant, now owned or hereafter
acquired by the Parent Guarantor or any Subsidiary, but shall not include (i) any brewery or manufacturing, processing or packaging plant which the Parent Guarantor shall by board resolution have determined is not of material importance to the
total business conducted by the Parent Guarantor and its Subsidiaries, (ii) any plant which the Parent Guarantor shall by board resolution have determined is used primarily for transportation, marketing or warehousing (any such determination to
be effective as of the date specified in the applicable board resolution) or (iii) at the option of the Parent Guarantor, any plant that (A) does not constitute part of the brewing operations of the Parent Guarantor and its Subsidiaries
and (B) has a net book value, as reflected on the balance sheet contained in the Parent Guarantors financial statements of not more than $100,000,000, and (b) any other facility owned by the Parent Guarantor or any of its
Subsidiaries that the Parent Guarantor shall, by board resolution, designate as a Principal Plant. Following any determination, designation or election referred to herein that a brewery or plant shall not be included as a Principal Plant, the Parent
Guarantor may, at its option, by board resolution, elect that such facility subsequently be included as a Principal Plant.
Redemption Date
, when used with respect to any New Note to be redeemed, means the date fixed for such redemption by or
pursuant to the Indenture.
Reference Treasury Dealer Quotations
means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the
Independent Investment Banker at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date.
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