were members of such Board of Directors at the time of such nomination or election (either by a specific vote or by approval of our proxy statement in which such member was named as a nominee for
election as a director, without objection to such nomination).
Fitch means Fitch Ratings Inc., a subsidiary of Hearst Corporation and
Fimalac, S.A., or its successor.
Investment Grade Rating means a rating equal to or higher than
BBB- (or the equivalent) by Fitch, Baa3 (or the equivalent) by Moodys and BBB- (or the equivalent) by S&P.
Moodys means Moodys Investors Service, Inc., or its successor.
Rating Agencies means (1) each of Fitch, Moodys and S&P; and (2) if any one or more of Fitch, Moodys or S&P
ceases to rate the notes or fails to make a rating of the notes publicly available for reasons outside of our reasonable control, then, at our election, either (x) each of the remaining agencies, as the case may be, or (y) each of the
remaining agencies, as the case may be, and any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act, selected by us (as certified by a resolution of our board of
directors) as a replacement agency for Fitch, Moodys or S&P, or all of them, as the case may be.
S&P means S&P
Global Ratings, a division of S&P Global, Inc., or its successor.
Certain Covenants
Definitions
The term Attributable Debt
shall mean in connection with a sale and lease-back transaction the lesser of (a) the fair value of the assets subject to such transaction, as determined by our Board of Directors, or (b) the present value of the remaining obligations of
the lessee for net rental payments during the term of any lease discounted at the rate of interest set forth or implicit in the terms of such lease or, if not practicable to determine such rate, the weighted average interest rate per annum borne by
the debt securities of each series outstanding pursuant to the Indenture and subject to limitations on sale and lease-back transaction covenants, compounded semi-annually in either case as determined by our principal accounting or financial officer.
The term Consolidated Subsidiary shall mean any Subsidiary (as defined in the Indenture), substantially all the property of which is located,
and substantially all the operations of which are conducted, in the United States of America whose financial statements are consolidated with our financial statements in accordance with accounting principles generally accepted in the United States
of America.
The term Exempted Debt shall mean the sum of the following as of the date of determination: (1) Indebtedness of ours and our
Consolidated Subsidiaries incurred after the date of issuance of the notes and secured by liens not permitted by the limitation on liens provisions, and (2) Attributable Debt of ours and our Consolidated Subsidiaries in respect of every sale
and lease-back transaction entered into after the date of the issuance of the notes, other than leases permitted by the limitation on sale and lease-back provisions.
The term Indebtedness shall mean all items classified as indebtedness on our most recently available consolidated balance sheet, in accordance
with accounting principles generally accepted in the United States of America.
The term Qualified Receivables Transaction shall mean any
transaction or series of transactions entered into by us or any of our Subsidiaries pursuant to which we or any of our Subsidiaries sells, conveys or otherwise transfers to (1) a Receivables Subsidiary (in the case of a transfer by us or any of
our Subsidiaries) or (2) any other person (in the case of a transfer by a Receivables Subsidiary), or grants a security interest in, any accounts receivable (whether now existing or arising in the future) or inventory of us or any of our
Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all contracts
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