For purpose of the above covenants and Events of Default below, the
following definitions apply:
Common Stock means, with respect to any Principal Subsidiary, Capital Stock of any class,
however designated, except Capital Stock which is non-participating beyond fixed dividend and liquidation preferences and the holders of which have either no voting rights or limited voting rights entitling
them, only in the case of certain contingencies, to elect less than a majority of the directors (or persons performing similar functions) of such Principal Subsidiary, and also includes securities of any class, however designated, which are
convertible into Common Stock.
Capital Stock means, with respect to any person, shares, interests, rights to purchase,
warrants, options, participation or other equivalents of or interests in (however designated) equity of such person, including any preferred stock, but excluding any debt securities convertible into such equity.
Principal Subsidiary means a consolidated subsidiary of ours that, as of the relevant time of the determination, is a
significant subsidiary as defined under Rule 405 under the Securities Act (as that Rule is in effect on the date of this prospectus supplement without giving effect to any further amendment of that Rule).
Events of Default
Each of the following
will be an event of default under the indenture for each series of notes:
(1) default in any payment of interest on any
note when due, continued for 30 days;
(2) default in the payment of principal of or premium, if any, on any note when due
at its stated maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;
(3) our
failure, after notice, to comply within 60 days with any of our other agreements contained in the indenture applicable to the notes;
(4) (A) our failure or the failure of any of our subsidiaries to pay indebtedness for money we borrowed or any of our
subsidiaries borrowed in an aggregate principal amount of at least $150,000,000, at the later of final maturity and the expiration of any related applicable grace period and such defaulted payment shall not have been made, waived or extended within
30 days after notice or (B) acceleration of the maturity of indebtedness for money we borrowed or any of our subsidiaries borrowed in an aggregate principal amount of at least $150,000,000, if that acceleration results from a default under the
instrument giving rise to or securing such indebtedness for money borrowed and such indebtedness has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days after notice; or
(5) certain events of bankruptcy, insolvency or reorganization for the issuer.
A default under clause (3) or (4) of this paragraph will not constitute an event of default until the trustee or the holders of at
least 25% in aggregate principal amount of the outstanding notes notify us of the default and such default is not cured within the time specified in clause (3) or (4) of this paragraph after receipt of such notice.
If an event of default (other than an event of default referred to in clause (5) above with respect to us) occurs and is continuing, the
trustee or the holders of at least 25% in aggregate principal amount of the outstanding notes by notice to us and the trustee may, and the trustee at the written request of such holders shall, declare the principal of and accrued and unpaid
interest, if any, on all the notes to be due and payable. Upon such a declaration, such principal and accrued and unpaid interest will be due and payable immediately. If an event of default referred to in clause (5) above occurs with respect to
us and is continuing, the principal of and accrued and unpaid interest on all the notes will become and be immediately due and payable without any declaration or other act on the part of the trustee or any holders.
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