Investment grade means a rating of Baa3 or better by Moodys (or its
equivalent under any successor rating category of Moodys) and a rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P), and the equivalent investment grade
credit rating from any replacement rating agency or rating agencies selected by us under the circumstances permitting us to select a replacement agency and in the manner for selecting a replacement agency, in each case as set forth in the definition
of rating agency.
Moodys means Moodys Investors Service, Inc. and its successors.
Person means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock
company, trust, estate, unincorporated organization or government or any agency or political subdivision thereof or any other entity.
Rating agency means each of Moodys and S&P; provided, that if any of Moodys or S&P ceases to rate the
notes for reasons outside our control, we may appoint another nationally recognized statistical rating organization (as defined under the Exchange Act) as a replacement for such Rating Agency; provided, that we shall give written notice
of such appointment to the trustee.
S&P means S&P Global Ratings, a division of S&P Global Inc, and its
successors.
Voting stock of any specified person as of any date means the capital stock (or comparable equity
interests) of such person that is at the time entitled to vote generally in the election of the board of directors (or members of the governing body) of such person.
The definition of change of control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other
disposition of all or substantially all of the properties or assets of the company and its subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase substantially all, there is no
precise, established definition of the phrase under applicable law. Accordingly, the applicability of any requirement that we offer to repurchase any notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of
the assets of the company and its subsidiaries taken as a whole to another person or group may be uncertain.
Restrictions on Secured Debt
Under the indenture, we generally will not, and we will not permit any restricted subsidiary (as defined below) to, incur, issue,
assume or guarantee any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (debt), secured by pledge of, or mortgage or lien on, any principal property (as defined below) of the company or any
restricted subsidiary or any shares of stock of any restricted subsidiary (such pledges, mortgages and liens being called liens and such debt secured by such liens being called secured debt), without effectively
providing that the notes (together with, if we shall so determine, any other indebtedness of the company or such restricted subsidiary then existing or thereafter created which is not subordinate to the notes) shall be secured equally and ratably
with (or prior to) such secured debt, so long as such secured debt shall be so secured.
The foregoing limitation does not apply to the
incurrence, issuance, assumption or guarantee of any debt if, immediately after giving effect thereto, the aggregate amount of all such secured debt plus all attributable debt of the company and our restricted subsidiaries in respect of any sale and
leaseback transaction (as defined below) (other than debt secured by permitted liens) would not exceed 15% of consolidated net tangible assets.
In addition, the foregoing limitation does not apply to (and in calculating the amount of secured debt for the preceding paragraph we may
disregard) any of the following (all of which are permitted liens):
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any lien existing on the date of the indenture; |
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liens on property or shares of stock of any person, which liens are existing at the time (i) such person
became a restricted subsidiary, (ii) such person is merged into or consolidated with the company or any subsidiary or (iii) we or a subsidiary merges into or consolidates with such person (in a transaction in
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