DATES OF EACH
SUCCESSIVE SCHEDULED PRINCIPAL PAYMENT OF SUCH DEBT SECURITY AND (II) THE AMOUNT
OF SUCH PRINCIPAL PAYMENT BY (B) THE SUM OF ALL SUCH PRINCIPAL PAYMENTS.
"BANK CREDIT AGREEMENT" MEANS THE CREDIT AGREEMENT, DATED AS OF FEBRUARY 24,
2006 AMONG THE COMPANY, THE RESTRICTED SUBSIDIARIES PARTY THERETO, THE LENDERS
PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, COLLATERAL AGENT
AND L/C ISSUER, BANC OF AMERICA SECURITIES LLC AND CITIGROUP GLOBAL MARKETS
INC., AS JOINT LEAD ARRANGERS, BANC OF AMERICAS SECURITIES LLC, CITIGROUP GLOBAL
MARKETS INC. AND JPMORGAN SECURITIES, INC., AS BOOK RUNNERS ON THE REVOLVING
CREDIT FACILITY AND THE TERM A FACILITY, CITIBANK, N.A., AS SYNDICATION AGENT,
AND CREDIT SUISSE, BEAR STEARNS CORPORATE LENDING INC., JPMORGAN
SECURITIES, INC. AND MERRILL LYNCH CAPITAL CORPORATION, AS CO-DOCUMENTATION
AGENTS, AS AMENDED BY AMENDMENT
2
No. 1 thereto, dated March 27, 2006, and Amendment No. 2 thereto, dated
March 29, 2006, as in effect on the date hereof and as such agreement may be
amended or replaced from time to time.
"BANKS" MEANS THE LENDERS FROM TIME TO TIME WHO ARE PARTIES TO THE BANK CREDIT
AGREEMENT.
"BOARD OF DIRECTORS" MEANS THE BOARD OF DIRECTORS OF THE COMPANY OR ANY DULY
AUTHORIZED COMMITTEE OF SUCH BOARD.
"BOARD RESOLUTION" MEANS A COPY OF A RESOLUTION CERTIFIED BY THE SECRETARY OR AN
ASSISTANT SECRETARY OF THE COMPANY TO HAVE BEEN DULY ADOPTED BY THE BOARD OF
DIRECTORS AND TO BE IN FULL FORCE AND EFFECT ON THE DATE OF SUCH CERTIFICATION
AND DELIVERED TO THE TRUSTEE.
"BOOK-ENTRY SECURITY" MEANS A SECURITY REPRESENTED BY A GLOBAL SECURITY AND
REGISTERED IN THE NAME OF THE NOMINEE OF THE DEPOSITORY.
"BUSINESS DAY" MEANS EACH MONDAY, TUESDAY, WEDNESDAY, THURSDAY AND FRIDAY THAT
IS NOT A DAY ON WHICH BANKING INSTITUTIONS IN THE CITY OF NEW YORK ARE
AUTHORIZED OR OBLIGATED BY LAW, REGULATION OR EXECUTIVE ORDER TO CLOSE.
"CAPITAL STOCK" MEANS, WITH RESPECT TO ANY PERSON, ANY AND ALL SHARES,
INTERESTS, PARTICIPATIONS OR OTHER EQUIVALENTS (HOWEVER DESIGNATED) OF SUCH
PERSON'S CAPITAL STOCK WHETHER NOW OUTSTANDING OR ISSUED AFTER THE DATE OF THIS
INDENTURE, INCLUDING, WITHOUT LIMITATION, ALL COMMON STOCK, PREFERRED STOCK AND
DISQUALIFIED STOCK.
"CAPITALIZED LEASE OBLIGATION" MEANS ANY OBLIGATION OF A PERSON TO PAY RENT OR
OTHER AMOUNTS UNDER A LEASE WITH RESPECT TO ANY PROPERTY, WHETHER REAL, PERSONAL
OR MIXED, ACQUIRED OR LEASED BY SUCH PERSON AND USED IN ITS BUSINESS THAT IS
REQUIRED TO BE ACCOUNTED FOR AS A LIABILITY ON THE BALANCE SHEET OF SUCH PERSON
IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, AND THE AMOUNT OF
SUCH CAPITALIZED LEASE OBLIGATION SHALL BE THE AMOUNT SO REQUIRED TO BE
ACCOUNTED FOR AS A LIABILITY.
"CASH FLOW RATIO" MEANS, AS AT ANY DATE, THE RATIO OF (A) THE SUM OF THE
AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF ALL INDEBTEDNESS OF THE COMPANY AND
THE RESTRICTED SUBSIDIARIES DETERMINED ON A CONSOLIDATED BASIS, BUT EXCLUDING
ALL INTEREST SWAP OBLIGATIONS ENTERED INTO BY THE COMPANY OR ANY RESTRICTED
SUBSIDIARY AND ONE OF THE BANKS OUTSTANDING ON SUCH