OR
INSTRUMENTALITY THEREOF (PROVIDED THAT THE FULL FAITH AND CREDIT OF THE UNITED
STATES IS PLEDGED IN SUPPORT THEREOF) HAVING MATURITIES OF NOT MORE THAN ONE
YEAR FROM THE DATE OF ACQUISITION, (B) TIME DEPOSITS AND CERTIFICATES OF DEPOSIT
OF ANY COMMERCIAL BANK HAVING, OR WHICH IS THE PRINCIPAL BANKING SUBSIDIARY OF A
BANK HOLDING COMPANY ORGANIZED UNDER THE LAWS OF THE UNITED STATES, ANY STATE
THEREOF, THE DISTRICT OF COLUMBIA OR ANY FOREIGN JURISDICTION HAVING, CAPITAL,
SURPLUS AND UNDIVIDED PROFITS AGGREGATING IN EXCESS OF USD$200,000,000, WITH
MATURITIES OF NOT MORE THAN ONE YEAR FROM THE DATE OF ACQUISITION BY SUCH
PERSON, (C) COMMERCIAL PAPER RATED AT LEAST A-1 OR THE EQUIVALENT THEREOF BY S&P
OR AT LEAST P-1, OR THE EQUIVALENT THEREOF BY MOODY'S AND IN EACH CASE MATURING
NOT MORE THAN ONE YEAR AFTER THE DATE OF ACQUISITION BY SUCH PERSON, AND (D)
INVESTMENTS IN MONEY MARKET FUNDS
2
SUBSTANTIALLY ALL OF WHOSE ASSETS ARE COMPRISED OF SECURITIES OF THE TYPES
DESCRIBED IN CLAUSES (A) THROUGH (C) ABOVE.
"CHANGE OF CONTROL" MEANS THE PARENT CEASES TO OWN, DIRECTLY OR INDIRECTLY, 100%
OF THE SHARES OF CAPITAL STOCK OF (OR OTHER OWNERSHIP OR PROFIT INTERESTS IN)
THE OBLIGOR.
"CODE" MEANS THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED FROM TIME TO
TIME, AND ANY RULE OR REGULATION ISSUED THEREUNDER.
"COLLATERAL" HAS THE DEFINITION SET FORTH IN CLAUSE 2.10 (COLLATERAL SECURITY).
"COLLATERAL ACCOUNT CONTROL AGREEMENT" MEANS AN AGREEMENT, SATISFACTORY TO THE
SECURITY AGENT, BY AND AMONG THE OBLIGOR, THE SECURITY AGENT AND THE CUSTODIAN
PURSUANT TO WHICH THE CUSTODIAN CONFIRMS AND ACKNOWLEDGES THE SECURITY AGENT'S
SECURITY INTEREST IN THE CUSTODIAL ACCOUNT AND UNDERTAKES SUCH OTHER MATTERS AS
THE SECURITY AGENT DEEMS APPROPRIATE.
"COMMITMENT" MEANS:
(a)
in relation to any Original Lender, the amount in the Base Currency
set forth opposite its name on Schedule 1 (Lender Commitments) hereto,
(b)
in relation to any other Lender, the amount in the Base Currency of
any Commitment transferred to it under this Agreement; and
TO THE EXTENT NOT CANCELLED, REDUCED OR TRANSFERRED BY IT UNDER THIS AGREEMENT.
"COMPLIANCE CERTIFICATE" MEANS A COMPLIANCE CERTIFICATE DELIVERED TO THE AGENT
PURSUANT TO PARAGRAPH (I) OF SUB-CLAUSE 5.1.2 (COMPLIANCE CERTIFICATE)
SUBSTANTIALLY IN THE FORM SET OUT IN EXHIBIT E HERETO.
"CONSOLIDATED NET INCOME" MEANS, FOR ANY PERSON, FOR ANY PERIOD, NET INCOME (OR
LOSS) AFTER INCOME TAXES OF SUCH PERSON AND ITS SUBSIDIARIES FOR SUCH PERIOD,
DETERMINED ON A CONSOLIDATED BASIS IN ACCORDANCE WITH GAAP.
"CONSOLIDATED TANGIBLE NET WORTH" MEANS, FOR ANY PERSON, AS OF THE DATE OF ANY
DETERMINATION, NET WORTH OF SUCH PERSON AND ITS SUBSIDIARIES ON SUCH DATE LESS
THE AMOUNT OF ALL INTANGIBLE ITEMS INCLUDED THEREIN, INCLUDING, WITHOUT
LIMITATION, GOODWILL, FRANCHISES, LICENSE, PATENTS, TRADEMARKS, TRADE NAMES,
COPYRIGHTS, SERVICE MARKS, BRAND NAMES AND WRITE-UPS OF ASSETS.
"CONSTITUENT DOCUMENTS" MEANS, WITH RESPECT TO ANY CORPORATION, SUCH
CORPORATION'S CERTIFICATE OF INCORPORATION, MEMORANDUM OF ASSOCIATION OR OTHER
SIMILAR DOCUMENT CONCERNING THE FORMATION, ORGANIZATION AND EXISTENCE OF SUCH
CORPORATION REQUIRED UNDER THE LAWS OF THE JURISDICTION