We may issue debt securities with the principal amount payable on
any principal payment date, or the amount of interest payable on
any interest payment date, to be determined by reference to one or
more currency exchange rates, securities or baskets of securities,
commodity prices or indices. You may receive a payment of principal
on any principal payment date, or a payment of interest on any
interest payment date, that is greater than or less than the amount
of principal or interest otherwise payable on such dates, depending
upon the value on such dates of the applicable currency, security
or basket of securities, commodity or index. Information as to the
methods for determining the amount of principal or interest payable
on any date, the currencies, securities or baskets of securities,
commodities or indices to which the amount payable on such date is
linked and certain additional tax considerations will be set forth
in the applicable prospectus supplement.
Certain Terms of the Debt Securities
Certain Covenants
Certain Definitions. The term “attributable debt” in respect
of a sale and leaseback transaction means, at the time of
determination, the lesser of (1) the fair market value of the
assets subject to such transaction, as determined by our board of
directors, and (2) the present value (discounted at the
interest rate implicit in the lease or, if it is not practicable to
determine such rate, then at our incremental borrowing rate
determined in accordance with generally accepted accounting
principles) of the obligation of the lessee for net rental payments
during the remaining term of any lease.
The term “consolidated net tangible assets” means, at any date, the
total assets appearing on our most recent consolidated balance
sheet, prepared in accordance with generally accepted accounting
principles, less all current liabilities as shown on such balance
sheet, and intangible assets.
The term “funded debt” means all debt whether incurred, assumed or
guaranteed, including purchase money indebtedness, maturing by its
terms more than one year from the date of creation thereof or which
is renewable or extendable at the sole option of the obligor in
such manner that it may become payable more than one year from the
date of creation thereof.
The term “intangible assets” means the value (net of applicable
reserves), as shown on or reflected in our most recent consolidated
balance sheet, of (i) all trade names, trademarks, licenses,
patents, copyrights and goodwill; (ii) organizational and
development costs; (iii) deferred charges (other than prepaid
items such as insurance, taxes, interest, commissions, rents and
similar items and tangible assets being amortized); and
(iv) unamortized debt discount and expenses, less unamortized
premium; but in no event shall the term “intangible assets” include
computer programs and related products.
The term “net rental payments” under any lease for any period shall
mean the sum of rental and other payments required to be paid by
such lessee thereunder, not including, however, amounts payable by
the lessee for maintenance and repairs, insurance, taxes,
assessments and similar charges and for contingent rents (such as
those based on sales).
The term “principal manufacturing property” means each of our
manufacturing or processing plants or facilities located in the
United States of America (other than territories and possessions of
the United States) or Puerto Rico, except any such manufacturing or
processing plant or facility that the board of directors by
resolution determines not to be of material importance to the total
business conducted by us and our consolidated subsidiaries, taken
as a whole.
Restrictions on Liens. The indenture provides that, unless
as may otherwise be indicated by resolution of our board of
directors, officers’ certificate, or supplemental indenture, we
will not issue or assume any debt for money borrowed (which,
including guarantees of debt for borrowed money, we refer to as
“debt”), if the debt is secured by a mortgage, pledge, lien or
other encumbrance (which we refer to as a “mortgage”) upon any
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