such period by the tenant hereunder, excluding any amount payable by such tenant (whether or not designated as rent or additional rent) for maintenance and repairs, insurance, taxes, assessments, water rates or similar charges payable by such tenant hereunder or any amounts payable by such tenant hereunder based on the amount of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar charges.

Share capital“of a Person means all of the shares, interests, purchase rights, warrants, options, participations or other equivalents or interests in the capital (however designated) of that Person, including preferred shares and limited liability or partnership interests (whether general or limited), but excluding any debt securities convertible into shares.

Consolidated net tangible fixed assetsmeans, on the date of determination, the total amount of assets (less applicable reserves and other duly deductible items) after deduction of (a) all current liabilities (excluding (i) any debt for borrowed money having a maturity of less than 12 months from the date of our then most recent publicly available consolidated balance sheet but which, according to its terms, is renewable or extendable beyond 12 months from this date at the option of borrower, and (ii) current maturities of long-term debt and capital leases), and (b) all goodwill, trade names, patents, discount and expenses on unamortized debt and any other similar intangible assets, all as shown on our then most recent publicly available Consolidated Balance Sheet and calculated in accordance with generally accepted accounting principles.

Debt funded» designates a debt which, according to its terms, matures or is extendable or renewable at the option of the debtor until a date greater than 12 months after the date of creation of this debt.

Nobody” means any individual, corporation, partnership, joint venture, association, corporation, trust, unincorporated organization, limited liability company, government or any agency or political subdivision thereof or any other entity, and includes a ” person” as used in Section 13(d)(3) of the Exchange Act.

Main property” means any plant, office, warehouse, distribution center or facility located in the United States of America (other than its territories or possessions) and owned by us or one of our subsidiaries, the gross book value (without deduction of any reserve for depreciation) which, at the date the determination is made, exceeds 1% of our consolidated net tangible assets, except for any property that our Board of Directors, in its good faith opinion, determines as not material to the business conducted by us and our subsidiaries, taken as a whole, as evidenced by a resolution of the board of directors.

Restricted subsidiary » means one of our affiliates that owns or leases a principal property.

book-entry system; Delivery and form

General remarks

We will issue the Notes in the form of one or more global Notes in definitive, fully registered, book-entry form. The Global Notes will be deposited with or on behalf of DTC and registered in the name of Cede & Co., as agent of DTC.

DTC, Clearstream and Euroclear

Beneficial interests in the Global Notes will be represented by book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC. Investors may hold interests in the Global Notes through DTC (in the United States), Clearstream Banking SA, which we call Clearstream, or Euroclear Bank SA/NV, which we call Euroclear, in Europe, either directly if they are participants in such schemes or indirectly through organizations that participate in such schemes. Clearstream and Euroclear will hold interests on behalf of their participants through client securities accounts in the names of Clearstream and Euroclear on the books of their US custodians, who in turn hold such interests in customers in the names of US depositories on the books of the DTC.


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