“2021 Notes Issue Date” means April 7, 2016, the date of the original issue of
the 2021 Notes. “2023 Notes Issue Date” means April 1, 2015, the date of original issue of the 2023 Notes.
“2021 Notes Applicable Premium” means with respect to any 2021 note on any redemption date, an amount equal to the
greater of:
| |
(1) |
1.0% of the principal amount of the 2021 note; or |
| |
(a) |
the present value at such redemption date of (i) the redemption price of the 2021 note at April 15, 2018 (such redemption price being set forth in the table under the caption “—Optional
Redemption—2021 Notes”) plus (ii) all required interest payments due on the 2021 note through April 15, 2018 (in each case excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the
Treasury Rate as of such redemption date plus 50 basis points; over |
| |
(b) |
the principal amount of the 2021 note. |
“2023 Notes Applicable
Premium” means with respect to any 2023 note on any redemption date, an amount equal to the greater of:
| |
(1) |
1.0% of the principal amount of the 2023 note; or |
| |
(a) |
the present value at such redemption date of (i) the redemption price of the 2023 note at April 1, 2018 (such redemption price being set forth in the table under the caption “—Optional
Redemption—2023 Notes”) plus (ii) all required interest payments due on the 2023 note through April 1, 2018 (in each case excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the
Treasury Rate as of such redemption date plus 50 basis points; over |
| |
(b) |
the principal amount of the 2023 note. |
“Acquired Debt” means, with respect
to any specified Person:
| |
(1) |
Indebtedness of any other Person existing at the time such other Person is merged with or into or becomes a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in
contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person, but excluding Indebtedness which is extinguished, retired or repaid in connection with such Person merging with or becoming a Subsidiary of
such specified Person; and |
| |
(2) |
Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. |
“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of
the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For
purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.
“Asset Sale” means:
| |
(1) |
the sale, lease, conveyance or other disposition of any properties or assets; provided, however,
that the sale, lease, conveyance or other disposition of all or substantially all of the properties or assets of |
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