“Attributable Debt” is defined, in brief, to mean, as to any lease
under which any person is at the time liable, at any date as of
which the amount thereof is to be determined, the total net amount
of rent required to be paid by such person under such lease during
the remaining term thereof (including in respect of contingent
rents, amounts based on the amount thereof, if any, being paid on
the date of determination and excluding amounts on account of
maintenance and repairs, insurance, taxes, assessments, water rates
and similar charges), discounted from the respective due dates
thereof at the weighted average of the rates of interest (and
Yields to Maturity, in the case of Original Issue Discount
Securities) borne by the Debt Securities then Outstanding,
compounded annually (Section 1.1).
“Consolidated Net Tangible Assets” is defined to mean the aggregate
amount of assets (less applicable reserves and other properly
deductible items) after deducting therefrom (a) all current
liabilities (excluding any portion thereof constituting Funded Debt
by reason of being renewable or extendible) and (b) all goodwill,
trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles, all as set forth on our and our
Domestic Subsidiaries’ most recent consolidated balance sheet,
prepared in accordance with U.S. generally accepted accounting
principles (Section 1.1).
“Debt” is defined to mean any notes, bonds, debentures or other
similar evidences of indebtedness for money borrowed and does not
include Attributable Debt (Section 1.1).
“Domestic Subsidiary” is defined to mean a subsidiary of ours
except a subsidiary (a) which neither transacts any substantial
portion of its business nor regularly maintains any substantial
portion of its fixed assets within the States of the United States,
or (b) the principal purpose of which is to engage in financing our
operations or the operations of our subsidiaries, or both, outside
the States of the United States (Section 1.1).
“Funded Debt” is defined to mean all indebtedness for money
borrowed having a maturity of more than 12 months from the
date as of which the amount thereof is to be determined or having a
maturity of less than 12 months but by its terms being
renewable or extendible beyond 12 months from such date at the
option of the borrower (Section 1.1).
“Government Obligations” is defined to mean either (i) direct
obligations of the United States of America for the payment of
which its full faith and credit is pledged or (ii) obligations
of a person controlled or supervised by and acting as an agency or
instrumentality of the United States of America, the payment of
which is unconditionally guaranteed as a full faith and credit
obligation of the United States of America, which, in either case,
are not callable or redeemable at the option of the issuer thereof
“Mortgage” is defined to mean any pledge, mortgage, lien,
encumbrance or security interest (Section 1.1).
“Original Issue Discount Security” is defined to mean any Security
that provides for an amount less than the principal amount thereof
to be due and payable upon a declaration of acceleration of the
maturity thereof pursuant to the Indenture (Section 1.1).
“Principal Domestic Operating Property” is defined, in brief, to
mean any land or any facility (together with the land on which it
is erected and fixtures comprising a part thereof) located in the
United States used primarily for manufacturing, processing or
production, owned or leased by us or any of our subsidiaries and
having a gross book value in excess of 2% of Consolidated Net
Tangible Assets other than any such land, facility or portion
thereof which in the opinion of our Board of Directors, is not of
material importance to the total business conducted by us and our
subsidiaries as an entity (Section 1.1).
“subsidiary” of our company, is defined to mean a corporation a
majority of the outstanding voting stock of which is owned,
directly or indirectly, by us and/or by one or more of our
subsidiaries (Section 1.1).
Other capitalized terms used in this “Description of Debt
Securities” have the meanings given them in the Indenture, unless
otherwise indicated or unless the context otherwise requires.