191
"
Calculation Method
" means (i) the methodology used by the Issuer on the Issue Date or (ii) a determination by the
Issuer in accordance with acceptable industry practice (as calculated by a responsible accounting or financial officer of
the Issuer) and in each case either as published in the Issuer's most recent annual financial statements or quarterly reports
as described above under the caption "—
Certain Covenants—Reports
" or as otherwise published by the Issuer on the
"Investor Relations" section of its website.
"
Capital Lease Obligation
" means, at the time any determination is to be made, the amount of the liability in respect of a
capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with IFRS,
and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease
prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.
"
Capital Stock
" means:
(1)
in the case of a corporation, corporate stock;
(2)
in the case of an association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock;
(3)
in the case of a partnership or limited liability company, partnership interests (whether general or limited) or,
membership interests; and
(4)
any other interest or participation that confers on a Person the right to receive a share of the profits and losses
of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities
convertible into Capital Stock, whether or not such debt securities include any right of participation with
Capital Stock.
"
Cash Equivalents
" means:
(1)
securities issued or directly and fully guaranteed or insured by the government of the United States of
America, a member state of the European Union on 31 December 2003, Switzerland or Canada (including, in
each case, any agency or instrumentality thereof), as the case may be, the payment of which is backed by the
full faith and credit of the United States, the relevant member state of the European Union, Switzerland or
Canada, as the case may be, having maturities of not more than fifteen months from the date of acquisition the
long term debt of which is rated at the time of acquisition thereof at least "A-" or the equivalent thereof by
Standard & Poor's Ratings Services, or "A-" or the equivalent thereof by Moody's Investors Service, Inc. or
the equivalent rating category of another internationally recognized rating agency;
(2)
certificates of deposit, time deposits, eurodollar time deposits, money market deposits, overnight bank
deposits or bankers' acceptances (and similar instruments) having maturities of not more than fifteen months
from the date of acquisition thereof issued by any commercial bank the long term debt of which is rated at the
time of acquisition thereof at least "A" or the equivalent thereof by Standard & Poor's Ratings Services, or "A"
or the equivalent thereof by Moody's Investors Service, Inc. or, when commercially impracticable following
the best efforts of the relevant Issuer or Restricted Subsidiary at least "BBB+" or the equivalent thereof by
Standard & Poor's Ratings Services, or "Baa1" or the equivalent thereof by Moody's Investors Service, Inc. or
the equivalent rating category, in each case, of another internationally recognized rating agency, and having
combined capital and surplus in excess of $250 million;
(3)
repurchase obligations with a term of not more than 30 days for underlying securities of the types described in
clauses (1) and (2) above entered into with any financial institution meeting the qualifications specified in
clause (2) above;
(4)
commercial paper rated at the time of acquisition thereof at least "A-2" or the equivalent thereof by Standard
& Poor's Ratings Services or "P-2" or the equivalent thereof by Moody's Investors Service, Inc., or carrying an
equivalent rating by an internationally recognized rating agency, if both of the two named rating agencies
cease publishing ratings of investments, and in any case maturing within one year after the date of acquisition
thereof;
(5)
with respect to a jurisdiction in which (a) the Issuer or a Restricted Subsidiary conducts its business or is
organized and (b) it is not commercially practicable to make investments in clauses (1), (2), (3) or (4) of this
definition, demand or time deposit accounts, certificates of deposit, overnight or call deposits and money
market deposits with any bank, trust company or similar entity, which would rank, in terms of combined
capital and surplus and undivided profits or ratings on its long term debt, among the top five banks in such
jurisdiction, in an amount not to exceed cash generated in or reasonably required for operation in such
jurisdiction; and
(6)
interests in any investment company or money market fund that invests 95% or more of its assets in
instruments of the type specified in clauses (1) through (4) above.
"
Change of Control
" means the occurrence of both (a) a Change of Control Rating Decline and (b) any of the following:
