\n| <\/td>\n | \n (2)<\/p>\n<\/td>\n | <\/td>\n | \n Consolidated Interest Expense for such four fiscal quarters;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n provided<\/u>, however<\/u>, that:<\/p>\n<\/p>\n\n\n\n| <\/td>\n | \n (A)<\/p>\n<\/td>\n | <\/td>\n | \n if the Company or any Restricted Subsidiary has Incurred any Indebtedness
\nsince the beginning of such period that remains outstanding on such date of
\ndetermination or if the transaction giving rise to the need to calculate the
\nConsolidated Coverage Ratio is an Incurrence of Indebtedness, EBITDA and
\nConsolidated Interest Expense for such period shall be calculated after giving
\neffect on a pro forma basis to such Indebtedness as if such Indebtedness had
\nbeen Incurred on the first day of such period and the discharge of any other
\nIndebtedness repaid, repurchased, defeased or otherwise discharged with the
\nproceeds of such new Indebtedness as if such discharge had occurred on the first
\nday of such period;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n (B)<\/p>\n<\/td>\n | <\/td>\n | \n if the Company or any Restricted Subsidiary has repaid, repurchased, defeased
\nor otherwise discharged any Indebtedness since the beginning of such period or
\nif any<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 5<\/p>\n \n
\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | \n Indebtedness is to be repaid, repurchased, defeased or otherwise discharged
\n(in each case other than Indebtedness Incurred under any revolving credit
\nfacility unless such Indebtedness has been permanently repaid and has not been
\nreplaced) on the date of the transaction giving rise to the need to calculate
\nthe Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense for
\nsuch period shall be calculated on a pro forma basis as if such discharge had
\noccurred on the first day of such period and as if the Company or such
\nRestricted Subsidiary had not earned the interest income actually earned during
\nsuch period in respect of cash or Temporary Cash Investments used to repay,
\nrepurchase, defease or otherwise discharge such Indebtedness;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n (C)<\/p>\n<\/td>\n | <\/td>\n | \n if since the beginning of such period the Company or any Restricted
\nSubsidiary shall have made any Asset Disposition, the EBITDA for such period
\nshall be reduced by an amount equal to the EBITDA (if positive) directly
\nattributable to the assets that are the subject of such Asset Disposition for
\nsuch period or increased by an amount equal to the EBITDA (if negative) directly
\nattributable thereto for such period and Consolidated Interest Expense for such
\nperiod shall be reduced by an amount equal to the Consolidated Interest Expense
\ndirectly attributable to any Indebtedness of the Company or any Restricted
\nSubsidiary repaid, repurchased, defeased or otherwise discharged with respect to
\nthe Company and its Restricted Subsidiaries in connection with such Asset
\nDisposition for such period (or, if the Capital Stock of any Restricted
\nSubsidiary is sold, the Consolidated Interest Expense for such period directly
\nattributable to the Indebtedness of such Restricted Subsidiary to the extent the
\nCompany and its continuing Restricted Subsidiaries are no longer liable for such
\nIndebtedness after such sale);<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n (D)<\/p>\n<\/td>\n | <\/td>\n | \n if since the beginning of such period the Company or any Restricted
\nSubsidiary (by merger or otherwise) shall have made an Investment in any
\nRestricted Subsidiary (or any Person that becomes a Restricted Subsidiary) or an
\nacquisition of assets, including any acquisition of assets occurring in
\nconnection with a transaction causing a calculation to be made hereunder, which
\nconstitutes all or substantially all of an operating unit, division or line of a
\nbusiness, EBITDA and Consolidated Interest Expense for such period shall be
\ncalculated after giving pro forma effect thereto (including the Incurrence of
\nany Indebtedness) as if<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 6<\/p>\n \n
\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | \n such Investment or acquisition occurred on the first day of such period; and\n<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n (E)<\/p>\n<\/td>\n | <\/td>\n | \n if since the beginning of such period any Person that subsequently became a
\nRestricted Subsidiary or was merged with or into the Company or any Restricted
\nSubsidiary since the beginning of such period shall have made any Asset
\nDisposition or any Investment or acquisition of assets that would have required
\nan adjustment pursuant to clause (C) or (D) above if made by the Company or a
\nRestricted Subsidiary during such period, EBITDA and Consolidated Interest
\nExpense for such period shall be calculated after giving pro forma effect
\nthereto as if such Asset Disposition, Investment or acquisition of assets
\noccurred on the first day of such period.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n For purposes of this definition, whenever pro forma effect is to be given to
\nan acquisition of assets, Asset Disposition or other Investment, the amount of
\nincome, EBITDA or earnings relating thereto and the amount of Consolidated
\nInterest Expense associated with any Indebtedness Incurred in connection
\ntherewith, the pro forma calculations shall be determined in good faith by a
\nresponsible Financial Officer of the Company and shall comply with the
\nrequirements of Rule 11-02 of Regulation S-X, as it may be amended or replaced
\nfrom time to time, promulgated by the SEC.<\/p>\n<\/p>\n If any Indebtedness bears a floating rate of interest and is being given pro
\nforma effect, the interest expense on such Indebtedness shall be calculated as
\nif the rate in effect on the date of determination had been the applicable rate
\nfor the entire period (taking into account any Interest Rate Agreement
\napplicable to such Indebtedness if such Interest Rate Agreement has a remaining
\nterm as at the date of determination in excess of 12 months). If any
\nIndebtedness is Incurred or repaid under a revolving credit facility and is
\nbeing given pro forma effect, the interest on such Indebtedness shall be
\ncalculated based on the average daily balance of such Indebtedness for the four
\nfiscal quarters subject to the pro forma calculation.<\/p>\n<\/p>\n “Consolidated Interest Expense” means, for any period, the total interest
\nexpense of the Company and its Consolidated Restricted Subsidiaries, plus, to
\nthe extent Incurred by the Company and its Consolidated Restricted Subsidiaries
\nin such period but not included in such interest expense, without duplication:\n<\/p>\n<\/p>\n \n\n\n| <\/td>\n | \n (1)<\/p>\n<\/td>\n | <\/td>\n | \n interest expense attributable to Capitalized Lease Obligations and the
\ninterest expense attributable to leases constituting part of a Sale\/Leaseback
\nTransaction that does not result in a Capitalized Lease Obligation;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n (2)<\/p>\n<\/td>\n | <\/td>\n | \n amortization of debt discount and debt issuance costs;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n (3)<\/p>\n<\/td>\n | <\/td>\n | \n capitalized interest;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 7<\/p>\n \n
\n\n\n\n| <\/td>\n | \n (4)<\/p>\n<\/td>\n | <\/td>\n | \n non-cash interest expense;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n (5)<\/p>\n<\/td>\n | <\/td>\n | \n commissions, discounts and other fees and charges attributable to letters of
\ncredit and bankers153 acceptance financing;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n (6)<\/p>\n<\/td>\n | <\/td>\n | \n interest accruing on any Indebtedness of any other Person to the extent such
\nIndebtedness is Guaranteed by (or secured by the assets of) the Company or any
\nRestricted Subsidiary and such Indebtedness is in default under its terms or any
\npayment is actually made in respect of such Guarantee;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n (7)<\/p>\n<\/td>\n | <\/td>\n | \n net payments made pursuant to Hedging Obligations in respect of interest
\nexpense (including amortization of fees);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n (8)<\/p>\n<\/td>\n | <\/td>\n | \n dividends paid in cash or Disqualified Stock in respect of (A) all Preferred
\nStock of Restricted Subsidiaries and (B) all Disqualified Stock of the Company,
\nin each case held by Persons other than the Company or a Restricted Subsidiary;\n<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n (9)<\/p>\n<\/td>\n | <\/td>\n | \n interest Incurred in connection with investments in discontinued operations;
\nand<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n (10)<\/p>\n<\/td>\n | <\/td>\n | \n the cash contributions to any employee stock ownership plan or similar trust
\nto the extent such contributions are used by such plan or trust to pay interest
\nor fees to any Person (other than the Company) in connection with Indebtedness
\nIncurred by such plan or trust;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n and less, to the extent included in such total interest expense, (A) any
\nbreakage costs of Hedging Obligations terminated in connection with the offering
\nof the Notes on the Closing Date and the application of the net proceeds
\ntherefrom and (B) the amortization during such period of capitalized financing
\ncosts; provided<\/u>, however<\/u>, that, for any financing consummated
\nafter the Closing Date, the aggregate amount of amortization relating to any
\nsuch capitalized financing costs deducted in calculating Consolidated Interest
\nExpense shall not exceed 5% of the aggregate amount of the financing giving rise
\nto such capitalized financing costs.<\/p>\n<\/p>\n “Consolidated Net Income” means, for any period, the net income of the
\nCompany and its Consolidated Subsidiaries for such period; provided<\/u>,
\nhowever<\/u>, that there shall not be included in such Consolidated Net
\nIncome:<\/p>\n<\/p>\n\n\n\n| <\/td>\n | \n (1)<\/p>\n<\/td>\n | <\/td>\n | \n any net income of any Person (other than the Company) if such Person is not a
\nRestricted Subsidiary, except that:<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n (A)<\/p>\n<\/td>\n | <\/td>\n | \n subject to the limitations contained in clause (4) below, the Company153s
\nequity in the net income of any such Person for such period shall be included in
\nsuch Consolidated Net Income up to the aggregate amount of cash actually
\ndistributed by such Person during such period to the Company or a Restricted
\nSubsidiary as a<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 8<\/p>\n \n
\n\n\n\n| <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | \n dividend or other distribution (subject, in the case of a dividend or other
\ndistribution made to a Restricted Subsidiary, to the limitations contained in
\nclause (3) below) and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n (B)<\/p>\n<\/td>\n | <\/td>\n | \n the Company153s equity in a net loss of any such Person for such period shall
\nbe included in determining such Consolidated Net Income to the extent such loss
\nhas been funded with cash from the Company or a Restricted Subsidiary;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n (2)<\/p>\n<\/td>\n | <\/td>\n | \n any net income (or loss) of any Person acquired by the Company or a
\nSubsidiary of the Company in a pooling of interests transaction for any period
\nprior to the date of such acquisition;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n| <\/td>\n | \n (3)<\/p>\n<\/td>\n | <\/td>\n | \n any net income of any Restricted Subsidiary if such Restricted Subsidiary is
\nsubject to restrictions on the payment of dividends or the making of
\ndistributions by such Restricted Subsidiary, directly or indirectly, to the
\nCompany (but, in the case of any Foreign Subsidiary, only to the extent cash
\nequal to such net income (or a portion thereof) for such period is not readily
\nprocurable by the Company from such Foreign Subsidiary (with the amount of cash
\nreadily procurable from such Foreign Subsidiary being determined in good faith
\nby a Financial Officer of the Company) pursuant to intercompany loans,
\nrepurchases of Capital Stock or otherwise), except that:<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n (A)<\/p>\n<\/td>\n | <\/td>\n | \n subject to the limitations contained in clause (4) below, the Company153s
\nequity in the net income of any such Restricted Subsidiary for such period shall
\nbe included in such Consolidated Net Income up to the aggregate amount of cash
\nactually distributed by such Restricted Subsidiary during such period to the
\nCompany or another Restricted Subsidiary as a dividend or other distribution
\n(subject, in the case of a dividend or other distribution made to another
\nRestricted Subsidiary, to the limitation contained in this clause) and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n (B)<\/p>\n<\/td>\n | <\/td>\n | \n the net loss of any such Restricted Subsidiary for such period shall not be
\nexcluded in determining such Consolidated Net Income;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n (4)<\/p>\n<\/td>\n | <\/td>\n | \n any gain (or loss) realized upon the sale or other disposition of any asset
\nof the Company or its Consolidated Subsidiaries (including pursuant to any
\nSale\/Leaseback Transaction) that is not sold or otherwise disposed of in the
\nordinary course of business and any gain (or loss) realized upon the sale or
\nother disposition of any Capital Stock of any Person;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n (5)<\/p>\n<\/td>\n | <\/td>\n | \n any extraordinary gain or loss; and<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n (6)<\/p>\n<\/td>\n | <\/td>\n | \n the cumulative effect of a change in accounting principles.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 9<\/p>\n \n
\n\n\n\n| <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Notwithstanding the foregoing, for the purpose of Section 4.04 only, there
\nshall be excluded from Consolidated Net Income any dividends, repayments of
\nloans or advances or other transfers of assets from Unrestricted Subsidiaries to
\nthe Company or a Restricted Subsidiary to the extent such dividends, repayments
\nor transfers increase the amount of Restricted Payments permitted under Section
\n4.04(a)(3)(iv).<\/p>\n<\/p>\n “Consolidation” means, unless the context otherwise requires, the
\nconsolidation of (1) in the case of the Company, the accounts of each of the
\nRestricted Subsidiaries with those of the Company and (2) in the case of a
\nRestricted Subsidiary, the accounts of each Subsidiary of such Restricted
\nSubsidiary that is a Restricted Subsidiary with those of such Restricted
\nSubsidiary, in each case in accordance with GAAP consistently applied;
\nprovided<\/u>, however<\/u>, that “Consolidation” will not include
\nconsolidation of the accounts of any Unrestricted Subsidiary, but the interest
\nof the Company or any Restricted Subsidiary in an Unrestricted Subsidiary will
\nbe accounted for as an investment. The term “Consolidated” has a correlative
\nmeaning.<\/p>\n<\/p>\n “Credit Agreements” means the U.S. Credit Agreements and the European Credit
\nAgreement.<\/p>\n<\/p>\n “Currency Agreement” means with respect to any Person any foreign exchange
\ncontract, currency swap agreements or other similar agreement or arrangement to
\nwhich such Person is a party or of which it is a beneficiary.<\/p>\n<\/p>\n “Default” means any event which is, or after notice or passage of time or
\nboth would be, an Event of Default.<\/p>\n<\/p>\n “Designated Non-cash Consideration” means non-cash consideration received by
\nthe Company or one of its Restricted Subsidiaries in connection with an Asset
\nSale that is designated by the Company as Designated Non-cash Consideration,
\nless the amount of cash or cash equivalents received in connection with a
\nsubsequent sale of such Designated Non-cash Consideration, which cash and cash
\nequivalents shall be considered Net Available Cash received as of such date and
\nshall be applied pursuant to Section 4.06.<\/p>\n<\/p>\n “Disqualified Stock” means, with respect to any Person, any Capital Stock
\nwhich by its terms (or by the terms of any security into which it is convertible
\nor for which it is exchangeable or exercisable) or upon the happening of any
\nevent:<\/p>\n<\/p>\n \n\n\n| <\/td>\n | \n (1)<\/p>\n<\/td>\n | <\/td>\n | \n matures or is mandatorily redeemable pursuant to a sinking fund obligation or
\notherwise;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n (2)<\/p>\n<\/td>\n | <\/td>\n | \n is convertible or exchangeable for Indebtedness or Disqualified Stock
\n(excluding Capital Stock convertible or exchangeable solely at the option of the
\nCompany or a Restricted Subsidiary; provided<\/u>, however<\/u>, that any
\nsuch conversion or exchange shall be deemed an Incurrence of Indebtedness or
\nDisqualified Stock, as applicable); or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n| <\/td>\n | \n (3)<\/p>\n<\/td>\n | <\/td>\n | \n is redeemable at the option of the holder thereof, in whole or in part;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 10<\/p>\n \n
\n\n\n\n| <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n in the case of each of clauses (1), (2) and (3), on or prior to 180 days
\nafter the Stated Maturity of the Notes; provided<\/u>, however<\/u>, that
\nany Capital Stock that would not constitute Disqualified Stock but for
\nprovisions thereof giving holders thereof the right to require such Person to
\nrepurchase or redeem such Capital Stock upon the occurrence of an “asset sale”
\nor “change of control” occurring prior to the first anniversary of the Stated
\nMaturity of the Notes shall not constitute Disqualified Stock if the “asset
\nsale” or “change of control” provisions applicable to such Capital Stock are not
\nmore favorable in any material respect to the holders of such Capital Stock than
\nthe provisions of Section 4.06 and Section 4.08; provided further<\/u>,
\nhowever<\/u>, that if such Capital Stock is issued to any employee or to any
\nplan for the benefit of employees of the Company or its Subsidiaries or by any
\nsuch plan to such employees, such Capital Stock shall not constitute
\nDisqualified Stock solely because it may be required to be repurchased by the
\nCompany in order to satisfy applicable statutory or regulatory obligations or as
\na result of such employee153s termination, death or disability.<\/p>\n<\/p>\n The amount of any Disqualified Stock that does not have a fixed redemption,
\nrepayment or repurchase price will be calculated in accordance with the terms of
\nsuch Disqualified Stock as if such Disqualified Stock were redeemed, repaid or
\nrepurchased on any date on which the amount of such Disqualified Stock is to be
\ndetermined pursuant to this Indenture; provided<\/u>, however<\/u>, that if
\nsuch Disqualified Stock could not be required to be redeemed, repaid or
\nrepurchased at the time of such determination, the redemption, repayment or
\nrepurchase price will be the book value of such Disqualified Stock as reflected
\nin the most recent financial statements of such Person.<\/p>\n<\/p>\n “EBITDA” for any period means the Consolidated Net Income for such period,
\nplus, without duplication, the following to the extent deducted in calculating
\nsuch Consolidated Net Income:<\/p>\n<\/p>\n \n\n\n| <\/td>\n | \n (1)<\/p>\n<\/td>\n | <\/td>\n | \n income tax expense of the Company and its Consolidated Restricted
\nSubsidiaries;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n (2)<\/p>\n<\/td>\n | <\/td>\n | \n Consolidated Interest Expense;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n (3)<\/p>\n<\/td>\n | <\/td>\n | \n depreciation expense of the Company and its Consolidated Restricted
\nSubsidiaries;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n (4)<\/p>\n<\/td>\n | <\/td>\n | \n amortization expense of the Company and its Consolidated Restricted
\nSubsidiaries (excluding amortization expense attributable to a prepaid cash item
\nthat was paid in a prior period); and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n (5)<\/p>\n<\/td>\n | <\/td>\n | \n all other non-cash charges of the Company and its Consolidated Restricted
\nSubsidiaries (excluding any such non-cash charge to the extent it represents an
\naccrual of or reserve for cash expenditures in any future period) less all
\nnon-cash items of income of the Company and its Consolidated Restricted
\nSubsidiaries in each case for such period (other than normal accruals in the
\nordinary course of business).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 11<\/p>\n \n
\n\n\n\n| <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Notwithstanding the foregoing, the provision for taxes based on the income or
\nprofits of, and the depreciation and amortization and non-cash charges of, a
\nRestricted Subsidiary of the Company shall be added to Consolidated Net Income
\nto compute EBITDA only to the extent (and in the same proportion) that the net
\nincome of such Restricted Subsidiary was included in calculating Consolidated
\nNet Income and only if (A) a corresponding amount would be permitted at the date
\nof determination to be dividended to the Company by such Restricted Subsidiary
\nwithout prior approval (that has not been obtained), pursuant to the terms of
\nits charter and all agreements, instruments, judgments, decrees, orders,
\nstatutes, rules and governmental regulations applicable to such Restricted
\nSubsidiary or its shareholders or (B) in the case of any Foreign Subsidiary, a
\ncorresponding amount of cash is readily procurable by the Company from such
\nForeign Subsidiary (as determined in good faith by a Financial Officer of the
\nCompany) pursuant to intercompany loans, repurchases of Capital Stock or
\notherwise, provided<\/u> that to the extent cash of such Foreign Subsidiary
\nprovided the basis for including the net income of such Foreign Subsidiary in
\nConsolidated Net Income pursuant to clause (3) of the definition of
\n“Consolidated Net Income”, such cash shall not be taken into account for the
\npurposes of determining readily procurable cash under this clause (B).<\/p>\n<\/p>\n “Equity Offering” means a public or private offering of Capital Stock (other
\nthan Disqualified Stock) of the Company.<\/p>\n<\/p>\n “euro” or ” ” means the single currency of participating member states of the
\nEuropean Monetary Union.<\/p>\n<\/p>\n “Euro Equivalent” means with respect to any monetary amount in a currency
\nother than euros, at any time of determination thereof, the amount of euros
\nobtained by converting such foreign currency involved in such computation into
\neuros at the spot rate for the purchase of euros with the applicable foreign
\ncurrency as published in The Wall Street Journal <\/em>in the “Exchange
\nRates” column under the heading “Currency Trading” on the date two Business Days
\nprior to such determination. Except as described in Section 4.03, whenever it is
\nnecessary to determine whether the Company or the Issuer has complied with any
\ncovenant in this Indenture or a Default has occurred and an amount is expressed
\nin a currency other than euros, such amount will be treated as the Euro
\nEquivalent determined as of the date such amount is initially determined in such
\ncurrency.<\/p>\n<\/p>\n“Euro MTF” means the alternative market of the Luxembourg Stock Exchange.\n<\/p>\n<\/p>\n “Euroclear” means the Euroclear Bank S.A.\/N.V. or any successor securities
\nclearing agency.<\/p>\n<\/p>\n “European Bank Indebtedness” means any and all amounts payable under or in
\nrespect of the European Credit Agreement and any Refinancing Indebtedness with
\nrespect thereto or with respect to such Refinancing Indebtedness, as amended
\nfrom time to time, including principal, premium (if any), interest (including
\ninterest accruing on or after the filing of any petition in bankruptcy or for
\nreorganization relating to the<\/p>\n<\/p>\n 12<\/p>\n \n
\nCompany whether or not a claim for post-filing interest is allowed in such
\nproceedings), fees, charges, expenses, reimbursement obligations and all other
\namounts payable thereunder or in respect thereof.<\/p>\n<\/p>\n “European Credit Agreement” means the Amended and Restated Revolving Credit
\nAgreement, dated as of April 20, 2007 (as amended on July 18, 2008, August 22,
\n2008, December 18, 2009 and December 15, 2010), among the Company, the Issuer,
\nGoodyear Dunlop Tires Germany GmbH, Goodyear GmbH & Co. KG (now merged into
\nGoodyear Dunlop Tires Germany GmbH), Dunlop GmbH & Co. KG (now merged into
\nGoodyear Dunlop Tires Germany GmbH), Goodyear Dunlop Tires Operations S.A., the
\nlenders party thereto, J.P. Morgan Europe Limited, as Administrative Agent,
\nJPMorgan Chase Bank, N.A., as Collateral Agent, and the Mandated Lead Arrangers
\nand Joint Bookrunners identified therein, as amended, restated, supplemented,
\nwaived, replaced (whether or not upon termination, and whether with the original
\nlenders or otherwise), refinanced, restructured or otherwise modified from time
\nto time (except to the extent that any such amendment, restatement, supplement,
\nwaiver, replacement, refinancing, restructuring or other modification thereto
\nwould be prohibited by the terms of this Indenture, unless otherwise agreed to
\nby the Holders of at least a majority in aggregate principal amount of Notes at
\nthe time outstanding).<\/p>\n<\/p>\n “European Government Obligations” means any security that is (i) a direct
\nobligation of Belgium, the Netherlands, France, Germany, Ireland or any other
\ncountry that is a member of the European Monetary Union, for the payment of
\nwhich the full faith and credit of such country is pledged or (ii) an obligation
\nof a person controlled or supervised by and acting as an agency or
\ninstrumentality of any such country the payment of which is unconditionally
\nguaranteed as a full faith and credit obligation by such country, which, in
\neither case under the preceding clause (i) or (ii), is not callable or
\nredeemable at the option of the issuer thereof.<\/p>\n<\/p>\n “European Union” means the European Union, including the countries of
\nAustria, Belgium, Denmark, France, Finland, Germany, Greece, Ireland, Italy,
\nLuxembourg, the Netherlands, Portugal, Spain, Sweden and the United Kingdom, but
\nnot including any country which becomes a member of the European Union after the
\nClosing Date.<\/p>\n<\/p>\n “Exchange Act” means the Securities Exchange Act of 1934, as amended.<\/p>\n<\/p>\n “Fair Market Value” means, with respect to any asset or property, the price
\nwhich could be negotiated in an arm153s-length, free market transaction, for cash,
\nbetween a willing seller and a willing and able buyer, neither of whom is under
\nundue pressure or compulsion to complete the transaction as such price is,
\nunless specified otherwise in this Indenture, determined in good faith by a
\nFinancial Officer of the Company or by the Board of Directors.<\/p>\n<\/p>\n “Financial Officer” means the Chief Financial Officer, the Treasurer or the
\nChief Accounting Officer of the Company.<\/p>\n<\/p>\n 13<\/p>\n \n
\n“Foreign Subsidiary” means any Restricted Subsidiary of the Company that is
\nnot organized under the laws of the United States of America or any state
\nthereof or the District of Columbia, other than Goodyear Canada.<\/p>\n<\/p>\n “GAAP” means generally accepted accounting principles in the United States of
\nAmerica as in effect as of the Closing Date set forth in:<\/p>\n<\/p>\n \n\n\n| <\/td>\n | \n (1)<\/p>\n<\/td>\n | <\/td>\n | \n the opinions and pronouncements of the Accounting Principles Board of the
\nAmerican Institute of Certified Public Accountants,<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n (2)<\/p>\n<\/td>\n | <\/td>\n | \n statements and pronouncements of the Financial Accounting Standards Board,\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n (3)<\/p>\n<\/td>\n | <\/td>\n | \n such other statements by such other entities as approved by a significant
\nsegment of the accounting profession, and<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n (4)<\/p>\n<\/td>\n | <\/td>\n | \n the rules and regulations of the SEC governing the inclusion of financial
\nstatements (including pro forma financial statements) in periodic reports
\nrequired to be filed pursuant to Section 13 of the Exchange Act, including
\nopinions and pronouncements in staff accounting bulletins and similar written
\nstatements from the accounting staff of the SEC.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n All ratios and computations based on GAAP contained in this Indenture shall
\nbe computed in conformity with GAAP.<\/p>\n<\/p>\n “Goodyear Canada” means Goodyear Canada Inc., an Ontario corporation, and its
\nsuccessors and permitted assigns.<\/p>\n<\/p>\n “Guarantee” means any obligation, contingent or otherwise, of any Person
\ndirectly or indirectly guaranteeing any Indebtedness of any other Person and any
\nobligation, direct or indirect, contingent or otherwise, of such Person:<\/p>\n<\/p>\n \n\n\n| <\/td>\n | \n (1)<\/p>\n<\/td>\n | <\/td>\n | \n to purchase or pay (or advance or supply funds for the purchase or payment
\nof) such Indebtedness of such other Person (whether arising by virtue of
\npartnership arrangements, or by agreement to keep-well, to purchase assets,
\ngoods, securities or services, to take-or-pay, or to maintain financial
\nstatement conditions or otherwise), or<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n (2)<\/p>\n<\/td>\n | <\/td>\n | \n entered into for purposes of assuring in any other manner the obligee of such
\nIndebtedness of the payment thereof or to protect such obligee against loss in
\nrespect thereof (in whole or in part);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n provided<\/u>, however<\/u>, that the term “Guarantee” shall not include
\nendorsements for collection or deposit in the ordinary course of business. The
\nterm “Guarantee” used as a verb has a corresponding meaning. The term
\n“Guarantor” shall mean any Person Guaranteeing any obligation.<\/p>\n<\/p>\n 14<\/p>\n \n
\n“Guaranteed Obligations” means the principal of and interest, if any, on the
\nNotes when due, whether at Stated Maturity, by acceleration or otherwise, and
\nall other obligations, monetary or otherwise, of the Company under this
\nIndenture and the Notes (including expenses and indemnification).<\/p>\n<\/p>\n “Hedging Obligations” of any Person means the obligations of such Person
\npursuant to any Interest Rate Agreement, Currency Agreement or raw materials
\nhedge agreement.<\/p>\n<\/p>\n “Holder” means the Person in whose name a Note is registered on the
\nRegistrar153s books.<\/p>\n<\/p>\n “Incur” means issue, assume, Guarantee, incur or otherwise become liable for;
\nprovided<\/u>, however<\/u>, that any Indebtedness or Capital Stock of a
\nPerson existing at the time such Person becomes a Subsidiary (whether by merger,
\nconsolidation, acquisition or otherwise) shall be deemed to be Incurred by such
\nPerson at the time it becomes a Subsidiary. The term “Incurrence” when used as a
\nnoun shall have a correlative meaning. The accretion of principal of a
\nnon-interest bearing or other discount security shall not be deemed the
\nIncurrence of Indebtedness.<\/p>\n<\/p>\n “Indebtedness” means, with respect to any Person on any date of
\ndetermination, without duplication:<\/p>\n<\/p>\n \n\n\n| <\/td>\n | \n (1)<\/p>\n<\/td>\n | <\/td>\n | \n the principal of and premium (if any) in respect of indebtedness of such
\nPerson for borrowed money;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n (2)<\/p>\n<\/td>\n | <\/td>\n | \n the principal of and premium (if any) in respect of obligations of such
\nPerson evidenced by bonds, debentures, notes or other similar instruments;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n (3)<\/p>\n<\/td>\n | <\/td>\n | \n all obligations of such Person for the reimbursement of any obligor on any
\nletter of credit, bank guarantee, bankers153 acceptance or similar credit
\ntransaction (other than obligations with respect to letters of credit, bank
\nguarantees, bankers153 acceptances or similar credit transactions securing
\nobligations (other than obligations described in clauses (1), (2) and (5))
\nentered into in the ordinary course of business of such Person to the extent
\nsuch letters of credit, bank guarantees, bankers153 acceptances or similar credit
\ntransactions are not drawn upon or, if and to the extent drawn upon, such
\ndrawing is reimbursed no later than the tenth Business Day following payment on
\nthe letter of credit, bank guarantee, bankers153 acceptance or similar credit
\ntransaction);<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n (4)<\/p>\n<\/td>\n | <\/td>\n | \n all obligations of such Person to pay the deferred and unpaid purchase price
\nof property or services (except Trade Payables), which purchase price is due
\nmore than six months after the date of placing such property in service or
\ntaking delivery and title thereto or the completion of such services;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n (5)<\/p>\n<\/td>\n | <\/td>\n | \n all Capitalized Lease Obligations and all Attributable Debt of such Person;\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 15<\/p>\n \n
\n\n\n\n| <\/td>\n<\/tr>\n | \n| <\/td>\n | \n (6)<\/p>\n<\/td>\n | <\/td>\n | \n the amount of all obligations of such Person with respect to the redemption,
\nrepayment or other repurchase of any Disqualified Stock or, with respect to any
\nSubsidiary of such Person, any Preferred Stock (but excluding, in each case, any
\naccrued and unpaid dividends);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n (7)<\/p>\n<\/td>\n | <\/td>\n | \n all Indebtedness of other Persons secured by a Lien on any asset of such
\nPerson, whether or not such Indebtedness is assumed by such Person;
\nprovided<\/u>, however<\/u>, that the amount of Indebtedness of such Person
\nshall be the lesser of:<\/p>\n<\/td>\n<\/tr>\n\n| <\/td>\n | \n (A)<\/p>\n<\/td>\n | <\/td>\n | \n the Fair Market Value of such asset at such date of determination and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n (B)<\/p>\n<\/td>\n | <\/td>\n | \n the amount of such Indebtedness of such other Persons;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n (8)<\/p>\n<\/td>\n | <\/td>\n | \n Hedging Obligations of such Person; and<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n| <\/td>\n | \n (9)<\/p>\n<\/td>\n | <\/td>\n | \n all obligations of the type referred to in clauses (1) through (8) of other
\nPersons for the payment of which such Person is responsible or liable, directly
\nor indirectly, as obligor, guarantor or otherwise, including by means of any
\nGuarantee.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Notwithstanding the foregoing, in connection with the purchase by the Company
\nor any Restricted Subsidiary of any business, the term “Indebtedness” shall
\nexclude post-closing payment adjustments to which the seller may become entitled
\nto the extent such payment is determined by a final closing balance sheet or
\nsuch payment depends on the performance of such business after the closing;
\nprovided<\/u>, however<\/u>, that, at the time of closing, the amount of any
\nsuch payment is not determinable and, to the extent such payment thereafter
\nbecomes fixed and determined, the amount is paid within 30 days thereafter.<\/p>\n<\/p>\n The amount of Indebtedness of any Person at any date shall be the outstanding
\nbalance at such date of all unconditional obligations as described above;
\nprovided<\/u>, however<\/u>, that in the case of Indebtedness sold at a
\ndiscount, the amount of such Indebtedness at any time will be the accreted value
\nthereof at such time.<\/p>\n<\/p>\n “Indenture” this Indenture, as amended or supplemented from time to time in
\naccordance with the terms hereof.<\/p>\n<\/p>\n “Interest Rate Agreement” means, with respect to any Person, any interest
\nrate protection agreement, interest rate future agreement, interest rate option
\nagreement, interest rate swap agreement, interest rate cap agreement, interest
\nrate collar agreement, interest rate hedge agreement or other similar agreement
\nor arrangement to which such Person is party or of which it is a beneficiary.\n<\/p>\n<\/p>\n “Investment” in any Person means any direct or indirect advance, loan or
\nother extension of credit (including by way of Guarantee or similar arrangement)
\nor capital contribution to (by means of any transfer of cash or other property
\nto others or any<\/p>\n<\/p>\n 16<\/p>\n \n
\npayment for property or services for the account or use of others), or any
\npurchase or acquisition of Capital Stock, Indebtedness or other similar
\ninstruments issued by, such Person. For purposes of the definition of
\n“Unrestricted Subsidiary” and Section 4.04:<\/p>\n<\/p>\n \n\n\n| <\/td>\n | \n (1)<\/p>\n<\/td>\n | <\/td>\n | \n “Investment” shall include the portion (proportionate to the Company153s equity
\ninterest in such Subsidiary) of the Fair Market Value of the net assets of any
\nSubsidiary of the Company at the time that such Subsidiary is designated an
\nUnrestricted Subsidiary; provided<\/u>, however<\/u>, that upon a
\nredesignation of such Subsidiary as a Restricted Subsidiary, the Company shall
\nbe deemed to continue to have a permanent “Investment” in an Unrestricted
\nSubsidiary in an amount (if positive) equal to:<\/p>\n<\/td>\n<\/tr>\n\n| <\/td>\n | \n (A)<\/p>\n<\/td>\n | <\/td>\n | \n the Company153s “Investment” in such Subsidiary at the time of such
\nredesignation less<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n (B)<\/p>\n<\/td>\n | <\/td>\n | \n the portion (proportionate to the Company153s equity interest in such
\nSubsidiary) of the Fair Market Value of the net assets of such Subsidiary at the
\ntime of such redesignation; and<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n (2)<\/p>\n<\/td>\n | <\/td>\n | \n any property transferred to or from an Unrestricted Subsidiary shall be
\nvalued at its Fair Market Value at the time of such transfer.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n In the event that the Company sells Capital Stock of a Restricted Subsidiary
\nsuch that after giving effect to such sale, such Restricted Subsidiary would no
\nlonger constitute a Restricted Subsidiary, any Investment in such Person
\nremaining after giving effect to such sale shall be deemed to constitute an
\nInvestment made on the date of such sale of Capital Stock.<\/p>\n<\/p>\n “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the
\nequivalent) by Moody153s and BBB- (or the equivalent) by Standard & Poor153s, or
\nan equivalent rating by any other Rating Agency.<\/p>\n<\/p>\n “Issuer” means Goodyear Dunlop Tires Europe B.V., a Dutch private company
\nwith limited liability (besloten vennootschap met beperkte aansprakelijkheid),
\nuntil a successor replaces it and thereafter, means the successor.<\/p>\n<\/p>\n “Legal Holiday” means a Saturday, Sunday or other day on which the Trustee or
\nbanking institutions are not required by law or regulation to be open in the
\nState of New York or any city in which a Paying Agent maintains its office.<\/p>\n<\/p>\n “Lien” means any mortgage, pledge, security interest, encumbrance, lien or
\ncharge in the nature of an encumbrance of any kind (including any conditional
\nsale or other title retention agreement or lease in the nature thereof).<\/p>\n<\/p>\n “Moody153s” means Moody153s Investors Service, Inc. and any successor to its
\nrating business.<\/p>\n<\/p>\n 17<\/p>\n \n
\n“Net Available Cash” from an Asset Disposition means cash payments received
\n(including any cash payments received by way of deferred payment of principal
\npursuant to a note or installment receivable or otherwise and proceeds from the
\nsale or other disposition of any securities received as consideration, in each
\ncase only as and when received, but excluding any other consideration received
\nin the form of assumption by the acquiring Person of Indebtedness or other
\nobligations relating to the properties or assets that are the subject of such
\nAsset Disposition or received in any other non-cash form) therefrom, in each
\ncase net of:<\/p>\n<\/p>\n \n\n\n| <\/td>\n | \n (1)<\/p>\n<\/td>\n | <\/td>\n | \n all legal, accounting, investment banking, title and recording tax expenses,
\ncommissions and other fees and expenses incurred, and all Federal, state,
\nprovincial, foreign and local taxes required to be paid or accrued as a
\nliability under GAAP, as a consequence of such Asset Disposition;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n (2)<\/p>\n<\/td>\n | <\/td>\n | \n all payments made on any Indebtedness which is secured by any assets subject
\nto such Asset Disposition, in accordance with the terms of any Lien upon or
\nother security agreement of any kind with respect to such assets, or which must
\nby its terms, or in order to obtain a necessary consent to such Asset
\nDisposition, or by applicable law be repaid out of the proceeds from such Asset
\nDisposition;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n (3)<\/p>\n<\/td>\n | <\/td>\n | \n all distributions and other payments required to be made to minority interest
\nholders in Subsidiaries or joint ventures as a result of such Asset Disposition;
\nand<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n (4)<\/p>\n<\/td>\n | <\/td>\n | \n appropriate amounts to be provided by the seller as a reserve, in accordance
\nwith GAAP, against any liabilities associated with the property or other assets
\ndisposed of in such Asset Disposition and retained by the Company or any
\nRestricted Subsidiary after such Asset Disposition (but only for so long as such
\nreserve is maintained).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n “Net Cash Proceeds”, with respect to any issuance or sale of Capital Stock,
\nmeans the cash proceeds of such issuance or sale net of attorneys153 fees,
\naccountants153 fees, underwriters153 or placement agents153 fees, listing fees,
\ndiscounts or commissions and brokerage, consultant and other fees actually
\nincurred in connection with such issuance or sale and net of taxes paid or
\npayable as a result thereof.<\/p>\n<\/p>\n “Note Guarantee” means each of the Parent Guarantee and the Subsidiary
\nGuarantees.<\/p>\n<\/p>\n “Note Guarantor” means the Company and each of the Subsidiary Guarantors.\n<\/p>\n<\/p>\n “Notes” means the 6 3\/4% Senior Notes due 2019 issued pursuant to this
\nIndenture.<\/p>\n<\/p>\n 18<\/p>\n \n
\n“Obligations” means with respect to any Indebtedness, all obligations for
\nprincipal, premium, interest, penalties, fees, indemnifications, reimbursements,
\nand other amounts payable pursuant to the documentation governing such
\nIndebtedness.<\/p>\n<\/p>\n “Offering Memorandum” means the Offering Memorandum, dated April 15, 2011,
\nrelating to the offering of the Notes, as supplemented or amended and including
\nall documents incorporated by reference therein.<\/p>\n<\/p>\n “Officer” means the Chairman of the Board, the Chief Executive Officer, the
\nChief Financial Officer, the Chief Accounting Officer, the President, any Vice
\nPresident, the Treasurer or the Secretary of the Company. “Officer” of a
\nSubsidiary Guarantor has a correlative meaning. “Officer” of the Issuer means a
\ndirector (bestuurder<\/em>) of the Issuer.<\/p>\n<\/p>\n“Officers153 Certificate” means (1) for the Issuer, a certificate signed by two
\nOfficers or by a duly authorized attorney-in-fact and (2) for any other Person,
\na certificate signed by two Officers.<\/p>\n<\/p>\n “Opinion of Counsel” means a written opinion from legal counsel who may be an
\nemployee of or counsel to the Company, the Issuer or a Subsidiary Guarantor, or
\nother counsel who is acceptable to the Trustee.<\/p>\n<\/p>\n “Parent Guarantee” means the Guarantee of the Obligations with respect to the
\nNotes issued by the Company pursuant to the terms of this Indenture.<\/p>\n<\/p>\n “Permitted Business” means any business engaged in by the Company or any
\nRestricted Subsidiary on the Closing Date and any Related Business.<\/p>\n<\/p>\n “Permitted Investment” means an Investment by the Company or any Restricted
\nSubsidiary in:<\/p>\n<\/p>\n \n\n\n| <\/td>\n | \n (1)<\/p>\n<\/td>\n | <\/td>\n | \n the Company, a Restricted Subsidiary or a Person that will, upon the making
\nof such Investment, become a Restricted Subsidiary;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n (2)<\/p>\n<\/td>\n | <\/td>\n | \n another Person if as a result of such Investment such other Person is merged
\nor consolidated with or into, or transfers or conveys all or substantially all
\nits assets to, the Company or a Restricted Subsidiary;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n (3)<\/p>\n<\/td>\n | <\/td>\n | \n Temporary Cash Investments;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n (4)<\/p>\n<\/td>\n | <\/td>\n | \n receivables owing to the Company or any Restricted Subsidiary if created or
\nacquired in the ordinary course of business and payable or dischargeable in
\naccordance with customary trade terms; provided<\/u>, however<\/u>, that
\nsuch trade terms may include such concessionary trade terms as the Company or
\nany such Restricted Subsidiary deems reasonable under the circumstances;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 19<\/p>\n \n
\n\n\n\n| <\/td>\n<\/tr>\n | \n| <\/td>\n | \n (5)<\/p>\n<\/td>\n | <\/td>\n | \n payroll, travel and similar advances to cover matters that are expected at
\nthe time of such advances ultimately to be treated as expenses for accounting
\npurposes and that are made in the ordinary course of business;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n (6)<\/p>\n<\/td>\n | <\/td>\n | \n loans or advances to employees made in the ordinary course of business of the
\nCompany or such Restricted Subsidiary;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n (7)<\/p>\n<\/td>\n | <\/td>\n | \n stock, obligations or securities received in settlement of disputes with
\ncustomers or suppliers or debts (including pursuant to any plan of
\nreorganization or similar arrangement upon insolvency of a debtor) created in
\nthe ordinary course of business and owing to the Company or any Restricted
\nSubsidiary or in satisfaction of judgments;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n (8)<\/p>\n<\/td>\n | <\/td>\n | \n any Person to the extent such Investment represents the non-cash portion of
\nthe consideration received for an Asset Disposition that was made pursuant to
\nand in compliance with Section 4.06;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n (9)<\/p>\n<\/td>\n | <\/td>\n | \n a Receivables Entity or any Investment by a Receivables Entity in any other
\nPerson in connection with a Qualified Receivables Transaction, including
\nInvestments of funds held in accounts permitted or required by the arrangements
\ngoverning such Qualified Receivables Transaction or any related Indebtedness;
\nprovided<\/u>, however<\/u>, that any Investment in a Receivables Entity is
\nin the form of a Purchase Money Note, contribution of additional receivables or
\nan equity interest;<\/p>\n<\/td>\n<\/tr>\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n (10)<\/p>\n<\/td>\n | <\/td>\n | \n any Person to the extent such Investments consist of prepaid expenses,
\nnegotiable instruments held for collection and lease, utility and workers153
\ncompensation, performance and other similar deposits made in the ordinary course
\nof business by the Company or any Restricted Subsidiary;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n (11)<\/p>\n<\/td>\n | <\/td>\n | \n any Person to the extent such Investments consist of Hedging Obligations
\notherwise permitted under Section 4.03;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n (12)<\/p>\n<\/td>\n | <\/td>\n | \n any Person to the extent such Investment in such Person existed on the
\nClosing Date and any Investment that replaces, refinances or refunds such an
\nInvestment, provided that the new Investment is in an amount that does not
\nexceed that amount replaced, refinanced or refunded and is made in the same
\nPerson as the Investment replaced, refinanced or refunded;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n (13)<\/p>\n<\/td>\n | <\/td>\n | \n advances to, and Guarantees for the benefit of, customers, dealers or
\nsuppliers made in the ordinary course of business and consistent with past
\npractice; and<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n (14)<\/p>\n<\/td>\n | <\/td>\n | \n any Person to the extent such Investment, when taken together with all other
\nInvestments made pursuant to this clause (14) and then outstanding on the date
\nsuch Investment is made, does not exceed the greater of (A) the sum of (i)
\n$500,000,000 and (ii) any amounts under Section 4.04(a)(3)(iv)(x) that were
\nexcluded by operation of the proviso in<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 20<\/p>\n \n
\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | \n Section 4.04(a)(3)(iv)and which excluded amounts are not otherwise included
\nin Consolidated Net Income or intended to be permitted under any of clauses (1)
\nthrough (13) of this definition and (B) 5.0% of Consolidated assets of the
\nCompany as of the end of the most recent fiscal quarter for which financial
\nstatements of the Company have been filed with the SEC.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | \n “Permitted Liens” means, with respect to any Person:<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n (1)<\/p>\n<\/td>\n | <\/td>\n | \n Liens to secure Indebtedness permitted pursuant to Section 4.03(b)(1);<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n (2)<\/p>\n<\/td>\n | <\/td>\n | \n Liens to secure Indebtedness permitted pursuant to Sections 4.03(b)(11) and
\n4.03(b)(12);<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n (3)<\/p>\n<\/td>\n | <\/td>\n | \n pledges or deposits by such Person under workers153 compensation laws,
\nunemployment insurance laws or similar legislation, or good faith deposits in
\nconnection with bids, tenders, contracts (other than for the payment of
\nIndebtedness) or leases to which such Person is a party, or deposits to secure
\npublic or statutory obligations of such Person or deposits of cash or United
\nStates government bonds to secure surety or appeal bonds to which such Person is
\na party, or deposits as security for contested taxes or import duties or for the
\npayment of rent, in each case Incurred in the ordinary course of business;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n (4)<\/p>\n<\/td>\n | <\/td>\n | \n Liens imposed by law, such as carriers153, warehousemen153s and mechanics153 Liens,
\nin each case for sums not yet due or being contested in good faith by
\nappropriate proceedings or other Liens arising out of judgments or awards
\nagainst such Person with respect to which such Person shall then be proceeding
\nwith an appeal or other proceedings for review;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n (5)<\/p>\n<\/td>\n | <\/td>\n | \n Liens for taxes, assessments or other governmental charges not yet due or
\npayable or subject to penalties for non-payment or which are being contested in
\ngood faith by appropriate proceedings;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n (6)<\/p>\n<\/td>\n | <\/td>\n | \n Liens in favor of issuers of surety or performance bonds or letters of
\ncredit, bank guarantees, bankers153 acceptances or similar credit transactions
\nissued pursuant to the request of and for the account of such Person in the
\nordinary course of its business; provided<\/u>, however<\/u>, that such
\nletters of credit, bank guarantees, bankers153 acceptances and similar credit
\ntransactions do not constitute Indebtedness;<\/p>\n<\/td>\n<\/tr>\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n (7)<\/p>\n<\/td>\n | <\/td>\n | \n survey exceptions, encumbrances, easements or reservations of, or rights of
\nothers for, licenses, rights-of-way, sewers, electric lines, telegraph and
\ntelephone lines and other similar purposes, or zoning or other restrictions as
\nto the use of real property or Liens incidental to the conduct of the business
\nof such Person or to the ownership of its properties which were not Incurred in
\nconnection with Indebtedness for borrowed money and which do not in the
\naggregate materially adversely affect the value of said<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 21<\/p>\n \n
\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | \n properties or materially impair their use in the operation of the business of
\nsuch Person;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n (8)<\/p>\n<\/td>\n | <\/td>\n | \n Liens securing Indebtedness Incurred to finance the construction, purchase or
\nlease of, or repairs, improvements or additions to, property of such Person
\n(including Indebtedness Incurred under Section 4.03(b)(6)); provided<\/u>,
\nhowever<\/u>, that the Lien may not extend to any other property (other than
\nproperty related to the property being financed) owned by such Person or any of
\nits Subsidiaries at the time the Lien is Incurred, and the Indebtedness (other
\nthan any interest thereon) secured by the Lien may not be Incurred more than 180
\ndays after the later of the acquisition, completion of construction, repair,
\nimprovement, addition or commencement of full operation of the property subject
\nto the Lien;<\/p>\n<\/td>\n<\/tr>\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |