Disqualified Stock means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the Stated Maturity of the notes.
DTC means The Depository Trust Company.
Fair Market Value means, with respect to
any asset, the price that (after taking into account any liabilities relating to such asset) would be paid in an arms-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under
no compulsion to buy, as determined in good faith by the Board of Directors, whose determination shall be conclusive if evidenced by a Board Resolution.
First Par Call Date means, with respect to the 2028 notes, October 15, 2027.
Fitch means Fitch, Inc. or any successor
to the rating agency business thereof.
Foreign Subsidiary means, with respect to any Person, (a) any Subsidiary of such Person that is not organized or
existing under the laws of, and whose principal business is conducted outside of, the United States, any state thereof, the District of Columbia, or any territory thereof (for purposes of this definition only, the United States), or
(b) any Subsidiary of such Person that is organized or existing under the laws of the United States whose only material assets are the Capital Stock of Foreign Subsidiaries meeting clause (a) of this definition.
GAAP means generally accepted accounting
principles set forth in the standards, statements and pronouncements of the Financial Accounting Standards Board, or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United
States, which are in effect on the Issue Date.
Guarantee means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course
of business), direct or indirect, in any manner (including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof), of all or any part of any Indebtedness. The term
Guarantee used as a verb has a corresponding meaning.
Indebtedness means, with respect to any Person, any indebtedness of such Person, whether or not contingent:
||in respect of borrowed money; |
||evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof); |
||in respect of bankers acceptances; |
||representing Capital Lease Obligations; |
||representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable;
||representing obligations under any Interest Rate Agreements, Commodity Agreements and Currency Agreements except for those entered into for the purpose of fixing,
hedging or swapping interest rate, commodity price or foreign currency exchange risk; or |
all Disqualified Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Stock being equal to the greater of its
voluntary or involuntary liquidation preference and its