DATE, PLUS (BUT WITHOUT
DUPLICATION OF INDEBTEDNESS SUPPORTED BY LETTERS OF CREDIT) THE AGGREGATE
UNDRAWN FACE AMOUNT OF ALL LETTERS OF CREDIT OUTSTANDING ON SUCH DATE TO
(B) ANNUALIZED OPERATING CASH FLOW DETERMINED AS AT THE LAST DAY OF THE MOST
RECENT MONTH FOR WHICH FINANCIAL INFORMATION IS AVAILABLE.
"COMMISSION" MEANS THE SECURITIES AND EXCHANGE COMMISSION, AS FROM TIME TO TIME
CONSTITUTED, CREATED UNDER THE EXCHANGE ACT OR, IF AT ANY TIME AFTER THE
EXECUTION OF THIS INDENTURE SUCH COMMISSION IS NOT EXISTING AND PERFORMING THE
DUTIES NOW ASSIGNED TO IT UNDER THE TRUST INDENTURE ACT, THEN THE BODY
PERFORMING SUCH DUTIES AT SUCH TIME.
3
"COMMON STOCK" MEANS, WITH RESPECT TO ANY PERSON, ANY AND ALL SHARES, INTERESTS
AND PARTICIPATIONS (HOWEVER DESIGNATED AND WHETHER VOTING OR NON-VOTING) IN SUCH
PERSON'S COMMON EQUITY, WHETHER NOW OUTSTANDING OR ISSUED AFTER THE DATE OF THIS
INDENTURE, AND INCLUDES, WITHOUT LIMITATION, ALL SERIES AND CLASSES OF SUCH
COMMON STOCK.
"COMPANY" MEANS THE PERSON NAMED AS THE "COMPANY" IN THE FIRST PARAGRAPH OF THIS
INSTRUMENT, UNTIL A SUCCESSOR PERSON SHALL HAVE BECOME SUCH PURSUANT TO THE
APPLICABLE PROVISIONS OF THIS INDENTURE, AND THEREAFTER "COMPANY" SHALL MEAN
SUCH SUCCESSOR PERSON.
TO THE EXTENT NECESSARY TO COMPLY WITH THE REQUIREMENTS
OF THE PROVISIONS OF TRUST INDENTURE ACT SECTIONS 310 THROUGH 317 AS THEY ARE
APPLICABLE TO THE COMPANY, THE TERM "COMPANY" SHALL INCLUDE ANY OTHER OBLIGOR
WITH RESPECT TO THE SECURITIES FOR THE PURPOSES OF COMPLYING WITH SUCH
PROVISIONS.
"COMPANY REQUEST" OR "COMPANY ORDER" MEANS A WRITTEN REQUEST OR ORDER SIGNED IN
THE NAME OF THE COMPANY (A) BY ITS CHAIRMAN, CHIEF EXECUTIVE OFFICER, A VICE
CHAIRMAN, ITS PRESIDENT OR A VICE PRESIDENT AND (B) BY ITS TREASURER, AN
ASSISTANT TREASURER, ITS SECRETARY OR AN ASSISTANT SECRETARY AND DELIVERED TO
THE TRUSTEE; PROVIDED, HOWEVER, THAT SUCH WRITTEN REQUEST OR ORDER MAY BE SIGNED
BY ANY TWO OF THE OFFICERS OR DIRECTORS LISTED IN CLAUSE (A) ABOVE IN LIEU OF
BEING SIGNED BY ONE OF SUCH OFFICERS OR DIRECTORS LISTED IN SUCH CLAUSE (A) AND
ONE OF THE OFFICERS LISTED IN CLAUSE (B) ABOVE.
"COMPARABLE TREASURY ISSUE" MEANS THE UNITED STATES TREASURY SECURITY SELECTED
BY A QUOTATION AGENT AS HAVING A MATURITY COMPARABLE TO THE REMAINING TERM OF
THE SECURITIES TO BE REDEEMED THAT WOULD BE UTILIZED, AT THE TIME OF SELECTION
AND IN ACCORDANCE WITH CUSTOMARY FINANCIAL PRACTICE, IN PRICING NEW ISSUES OF
CORPORATE DEBT SECURITIES OF COMPARABLE MATURITY TO THE REMAINING TERM OF SUCH
SECURITIES.
"COMPARABLE TREASURY PRICE" MEANS, WITH RESPECT TO ANY REDEMPTION DATE, (1) THE
AVERAGE OF THE REFERENCE TREASURY DEALER QUOTATIONS FOR SUCH REDEMPTION DATE,
AFTER EXCLUDING THE HIGHEST AND LOWEST SUCH REFERENCE TREASURY DEALER
QUOTATIONS, OR (2) IF THE TRUSTEE OBTAINS FEWER THAN THREE SUCH REFERENCE
TREASURY DEALER QUOTATIONS, THE AVERAGE OF ALL SUCH QUOTATIONS.
"CONSOLIDATED NET TANGIBLE ASSETS" OF ANY PERSON MEANS, AS OF ANY DATE, (A) ALL
AMOUNTS THAT WOULD BE SHOWN AS ASSETS ON A CONSOLIDATED BALANCE SHEET OF SUCH
PERSON AND ITS RESTRICTED SUBSIDIARIES PREPARED IN