192
(1)
the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of
the Issuer and its Restricted Subsidiaries taken as a whole to any "person" (as that term is used in Section
13(d) of the Exchange Act);
(2)
the adoption of a plan relating to the liquidation or dissolution of the Issuer other than in a transaction which
complies with the provisions described under the caption "—
Certain Covenants— Merger, Consolidation or
Sale of Assets
"; or
(3)
the consummation of any transaction (including, without limitation, any merger or consolidation), the result of
which is that any "Person" (as that term is used in Section 13(d) of the Exchange Act), becomes the Beneficial
Owner, directly or indirectly, of more than 50% of the Voting Stock of the Issuer, measured by voting power
rather than number of shares.
"
Change of Control Rating Decline
" means the occurrence at any time during the period commencing on the date of the
first public notice of the occurrence of an event specified in clauses (1), (2) or (3) of the definition of Change of Control
and ending on the date that is 90 days following the occurrence of such event (which period shall be extended so long as
during such period the rating of the Notes is under publicly announced consideration by a Rating Agency) of any of the
following events:
(1)
at least one Rating Agency shall issue or confirm a rating on the Notes which rating is at least one notch
below the rating of the Notes issued by such Rating Agency as of the Rating Date; or
(2)
at least one Rating Agency shall withdraw its rating of the Notes as a result of the occurrence of an event
specified in clauses (1), (2) or (3) of the definition of Change of Control.
“
Clearstream
” means Clearstream Banking,
société anonyme
or any successor thereof.
"
Common Depositary
" means a depositary common to Euroclear and Clearstream, being initially Citibank, N.A.,
London Branch, until a successor Common Depositary, if any, shall have become such pursuant to the Indenture, and
thereafter Common Depositary shall mean or include each Person who is then a Common Depositary hereunder.
"
Consolidated Cash Flow
" means, with respect to any specified Person for any period, the Consolidated Net Income of
such Person for such period plus the following, without duplication:
(1)
an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted
Subsidiaries in connection with a sale of assets (together with any related provision for taxes and any related
non-recurring charges relating to any premium or penalty paid, write-off of deferred financing costs or other
financial recapitalization charges in connection with redeeming or retiring any Indebtedness prior to its Stated
Maturity) to the extent deducted in calculating such Consolidated Net Income;
plus
(2)
provision for taxes based on income or profits of such Person and its Restricted Subsidiaries
for such period to
the extent deducted in calculating such Consolidated Net Income;
plus
(3)
the Fixed Charges of such Person and its Restricted Subsidiaries for such period to the extent
deducted in
calculating such Consolidated Net Income;
plus
(4)
depreciation, depletion, amortization (including, without limitation, amortization of intangibles
and deferred
financing fees but excluding amortization of prepaid cash expenses that were paid in a prior period),
impairment and other non-cash charges and expenses (including, without limitation, write downs and
impairment of property, plant, equipment and intangible and other long lived assets and the impact of
purchase accounting on the Issuer and its Restricted Subsidiaries for such period), of such Person and its
Restricted Subsidiaries (excluding any such non-cash expense to the extent that it represents an accrual of or
reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a
prior period) for such period to the extent deducted in calculating such Consolidated Net Income;
plus
(5)
any expenses, charges or other costs related to the issuance of any Capital Stock, or any Permitted Investment,
acquisition, disposition, recapitalization or listing or the incurrence of Indebtedness permitted to be incurred
under the covenant described above under the caption "—Certain Covenants—Incurrence of Indebtedness and
Issuance of Preferred Stock" (including Refinancing thereof) whether or not successful, including (i) such
fees, expenses or charges related to any incurrence of Indebtedness issuance and (ii) any amendment or other
modification of any incurrence, in each case to the extent deducted in calculating such Consolidated Net
Income;
plus
(6)
any foreign currency translation losses (including losses related to currency remeasurements of
Indebtedness);
plus
(7)
the amount of any minority interest expense consisting of subsidiary income attributable to minority equity
interests of third parties in any non-wholly owned Restricted Subsidiary in
such period or any prior period,
except to the extent of dividends declared or paid on, or other cash payments in respect of, Equity Interests
held by such parties;
plus
