be below Investment Grade on such day and such Rating Agency will
be deemed to have lowered its rating of the notes of such series
during the Trigger Period.
“Substitute Rating Agency” means a “nationally recognized
statistical rating organization,” as such term is defined in
Section 3(a)(62) of the Exchange Act, selected by us (as
certified by a resolution of our board of directors delivered to
the trustee) as a replacement agency for Moody’s, Inc. or S&P
Global Ratings, or both of them, as the case may be.
“Voting Stock” means, with respect to any person as of any date,
the capital stock of such person that is at the time entitled to
vote generally in the election of the board of directors (or other
analogous managing body) of such person.
We will not be restricted by the indenture from incurring any type
of indebtedness or other obligation, paying dividends or making
distributions on our capital stock, or purchasing or redeeming our
capital stock. The indenture will not require the maintenance of
any financial ratios or specified levels of net worth or liquidity.
In addition, the indenture will not contain any provisions that
would require us to repurchase or redeem or otherwise modify the
terms of any of the notes upon a change in control or other events
involving us which may adversely affect the creditworthiness of the
notes, except as specified above under “—Offer to Repurchase Upon
Change of Control Trigger Event.”
Limitation on Liens. The indenture will provide that
we will not, and will not permit any of our Principal Subsidiaries
to, issue, assume, incur or guarantee any indebtedness for borrowed
money secured by a mortgage, pledge, lien or other encumbrance,
directly or indirectly, on any of the Common Stock of a Principal
Subsidiary owned by us or any of our Principal Subsidiaries, unless
our obligations under the notes and, if we so elect, any other
indebtedness of us, ranking on a parity with, or prior to, the
notes, shall be secured equally and ratably with, or prior to, such
secured indebtedness for borrowed money so long as it is
outstanding and is so secured.
Merger, Consolidation or Sale of Assets. The
indenture will provide that we may not consolidate with or merge
with or into, or sell, lease or convey all or substantially all of
our assets to, another person unless:
either we are the resulting, surviving or transferee person, which
is referred to as the “successor”, or the successor is a person
organized under the laws of the United States, any state or the
District of Columbia;
the successor expressly assumes by supplemental indenture all of
our obligations under the indenture and the notes; and
immediately after giving effect to the transaction no event of
default, or event which with notice or lapse of time would be an
event of default, has occurred and is continuing.
The successor will be substituted for us in the indenture with the
same effect as if it had been an original party to the indenture.
Thereafter, the successor may exercise the rights and powers of the
issuer under the indenture.
For purpose of the above covenants and “—Events of Default” below,
the following definitions apply:
“Capital Stock” means, with respect to any person, shares,
interests, rights to purchase, warrants, options, participation or
other equivalents of or interests in (however designated) equity of
such person, including any preferred stock, but excluding any debt
securities convertible into such equity.
“Common Stock” means, with respect to any Principal Subsidiary,
Capital Stock of any class, however designated, except Capital
Stock which is non-participating beyond fixed dividend
and liquidation preferences