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(6) Indebtedness or preferred stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from
Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally
Recognized Statistical Rating Organization) with maturities of 12 months or less from the date of acquisition; and
(7) interests in any investment company or money market fund which invests 95% or more of its assets in instruments
of the type specified in clauses (1) through (6) above.
“Change of Control” means:
(1) the Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act,
proxy, vote, written notice or otherwise) any “person” or “group” of related persons (as such terms are used in Sections
13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, becoming the “beneficial owner” (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting
power of the Voting Stock of the Issuer or any Parent (provided that for the purposes of this clause, (x) no Change of
Control shall be deemed to occur by reason of the Issuer becoming a Subsidiary of a Successor Parent and (y) any Voting
Stock of which any Permitted Holder is the “beneficial owner” (as so defined) shall not in any case be included in any
Voting Stock of which any such person or group is the “beneficial owner” (as so defined));
(2) during any period of two consecutive years, individuals who at the beginning of such period constituted the
majority of the shareholder representatives on the Board of Directors of the Issuer (together with any new directors whose
election by the majority of the shareholder representatives on such Board of Directors of the Issuer, as applicable, or
whose nomination for election by shareholders of the Issuer, as applicable, was approved by a vote of the majority of the
shareholder representatives on the Board of Directors of the Issuer, as applicable, then still in office who were either
directors at the beginning of such period or whose election or nomination for election was previously so approved) ceased
for any reason to constitute the majority of the shareholder representatives on the Board of Directors of the Issuer, as
applicable, then in office; or
(3) the sale, lease, transfer, conveyance or other disposition (other than by way of merger, consolidation or other
business combination transaction), in one or a series of related transactions, of all or substantially all of the assets of the
Issuer and its Restricted Subsidiaries, taken as a whole, to a Person other than a Restricted Subsidiary or one or more
Permitted Holders.
“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Decline with
respect to the Notes.
“Clearstream” means Clearstream Banking, société anonyme as currently in effect or any successor securities clearing
agency.
“Closing Date” means July 19, 2005.
“Code” means the United States Internal Revenue Code of 1986, as amended from time to time, and the regulations
promulgated and rulings issued thereunder.
“Consolidated EBITDA” for any period means, without duplication, the Consolidated Net Income for such period, plus
the following to the extent deducted in calculating such Consolidated Net Income:
(1) Consolidated Interest Expense;
(2) Consolidated Income Taxes;
(3) consolidated depreciation expense;
(4) consolidated amortization expense;
(5) any reasonable expenses, charges or other costs related to any Equity Offering, Permitted Investment, acquisition,
recapitalization or the Incurrence of any Indebtedness permitted by the Indenture, in each case, as determined in good faith
by an Officer of the Issuer and without duplication of any amounts excluded under clause (3) of the definition of
“Consolidated Net Income”; and
(6) other non-cash charges reducing Consolidated Net Income (excluding any such non-cash charge to the extent it
represents an accrual of or reserve for cash charges in any future period) less other non-cash items of income increasing
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