“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 as a
percentage of its principal amount) quoted in writing to the
Independent Investment Banker by such Reference Treasury Dealer at
5:00 p.m., New York City time, on the third business day preceding
such redemption date.
“Treasury Rate” means, with respect to any redemption date, the
rate per year equal to the semi-annual equivalent yield to maturity
or interpolated (on a day count basis) of the Comparable Treasury
Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date. The Treasury
Rate shall be calculated on the third business day preceding the
redemption date, using the “business day” definition set forth
above.
Notice of any redemption will be mailed at least 30 but not more
than 60 days before the redemption date to each noteholder of
record of the notes to be redeemed at its registered address. The
notice of redemption for such notes will state, among other things,
the amount of notes to be redeemed, the redemption date, the manner
in which the redemption price will be calculated and the place or
places where payment will be made upon presentation and surrender
of the notes to be redeemed.
If less than all of the notes are to be redeemed at our option, the
trustee will select, in a manner it deems fair and appropriate, the
notes, or portions of the notes, to be redeemed.
Unless we default in the payment of the redemption price, interest
will cease to accrue on any notes that have been called for
redemption at the redemption date.
We shall not be required (i) to issue, register the transfer
of or exchange any notes during the period beginning at the opening
of business 15 days before the day of the mailing of a notice of
redemption of notes selected for redemption and ending at the close
of business on the day of such mailing or (ii) to register the
transfer or exchange of any notes so selected for redemption in
whole or in part, except the unredeemed portion of any such notes
being redeemed in part.
In addition to our right to redeem the notes as set forth above, we
may at any time and from time to time purchase notes in open market
transactions, tender offers and otherwise.
Certain Covenants
Under the indenture, we agree to pay the interest, principal and
any premium on the notes when due, and to maintain a place of
payment. In addition, we must comply with the covenants described
below.
Limitations on Liens on Stock of our Significant
Subsidiaries
The indenture prohibits us and our subsidiaries from directly or
indirectly creating, assuming, incurring or permitting to exist any
Indebtedness (as defined below) secured by any lien on the voting
stock or voting equity interest of any significant subsidiary (as
such term is defined under Regulation S-X) (each a “Significant Subsidiary”)
unless the notes then outstanding (and, if we so elect, any of our
other Indebtedness that is not subordinate to the notes and with
respect to which we are obligated to provide such security) are
secured equally and ratably with such Indebtedness for so long as
such Indebtedness is so secured.
“Indebtedness” is defined as the principal of and any premium and
interest due on indebtedness of a person (as defined in the
indenture), whether outstanding on the original date of issuance of
the notes or thereafter created, incurred or assumed, which is
(a) indebtedness for money borrowed, and (b) any
amendments, renewals, extensions, modifications and refundings of
any such indebtedness. For the purposes of this definition,
“indebtedness for money borrowed” means (1) any obligation of,
or any obligation guaranteed by, such person
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