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
9