deposits in U.S. dollars are transacted in
the London interbank market.
"Commission" means the United States Securities and Exchange Commission.
"Common Stock" means common stock of the Corporation.
"Company Market Disruption Events" shall have the meaning assigned to such term
in the Indenture or the Debentures.
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"Contribution Agreement" means the Contribution Agreement, dated as of
November 22, 2006, between Dexia S.A. and the Corporation.
"Covered Debt" means:
(a) at the date of this Replacement Capital Covenant and continuing to but not
including the first Redesignation Date, the Initial Covered Debt; and
(b) thereafter, commencing with each Redesignation Date and continuing to but
not including the next succeeding Redesignation Date, the Eligible Debt
identified pursuant to Section 3(b) as the Covered Debt for such period.
"Covered Debtholder" means each Person (whether a Holder or a beneficial owner
holding through a participant in a clearing agency) that buys, holds or sells
long-term indebtedness for money borrowed of the Corporation during the period
that such long-term indebtedness for money borrowed is Covered Debt.
"Debt Exchangeable for Equity" means a security or combination of securities
that:
(A)
GIVES THE HOLDER A BENEFICIAL INTEREST IN (I) SUBORDINATED DEBT SECURITIES
OF THE CORPORATION THAT INCLUDE A PROVISION REQUIRING THE CORPORATION TO ISSUE
(OR USE COMMERCIALLY REASONABLE EFFORTS TO ISSUE) ONE OR MORE TYPES OF APM
QUALIFYING SECURITIES RAISING PROCEEDS AT LEAST EQUAL TO THE DEFERRED
DISTRIBUTIONS ON SUCH SUBORDINATED DEBT SECURITIES COMMENCING NOT LATER THAN TWO
YEARS AFTER INITIAL ISSUANCE OF SUCH SECURITIES AND THAT ARE THE MOST JUNIOR
SUBORDINATED DEBT OF THE CORPORATION (OR RANK PARI PASSU WITH THE MOST JUNIOR
SUBORDINATED DEBT OF THE CORPORATION) AND (II) A FRACTIONAL INTEREST IN A STOCK
PURCHASE CONTRACT FOR A SHARE OF QUALIFYING NON-CUMULATIVE PERPETUAL PREFERRED
STOCK OF THE CORPORATION THAT RANKS PARI PASSU WITH OR JUNIOR TO ALL OTHER
PREFERRED STOCK OF THE CORPORATION;
(B)
PROVIDES THAT THE INVESTORS DIRECTLY OR INDIRECTLY GRANT TO THE CORPORATION
A SECURITY INTEREST IN SUCH SUBORDINATED DEBT SECURITIES AND THEIR PROCEEDS
(INCLUDING ANY SUBSTITUTE COLLATERAL PERMITTED UNDER THE TRANSACTION DOCUMENTS)
TO SECURE THE INVESTORS' DIRECT OR INDIRECT OBLIGATION TO PURCHASE SUCH
PREFERRED STOCK OF THE CORPORATION PURSUANT TO SUCH STOCK PURCHASE CONTRACTS;
(C)
INCLUDES A REMARKETING FEATURE PURSUANT TO WHICH THE SUBORDINATED DEBT OF
THE CORPORATION IS REMARKETED TO NEW INVESTORS COMMENCING NOT LATER THAN THE
FIRST DISTRIBUTION DATE THAT IS AT LEAST FIVE YEARS AFTER THE DATE OF ISSUANCE
OF THE SECURITY OR EARLIER IN THE EVENT OF AN EARLY SETTLEMENT EVENT BASED ON
(I) THE CAPITAL RATIOS OF THE CORPORATION, OR (II) THE DISSOLUTION OF THE ISSUER
OF SUCH DEBT EXCHANGEABLE FOR EQUITY;
(D)
PROVIDES FOR THE PROCEEDS RAISED IN THE REMARKETING TO BE USED TO PURCHASE
SUCH PREFERRED STOCK OF THE CORPORATION UNDER THE STOCK PURCHASE CONTRACTS AND,
IF THERE HAS NOT BEEN A SUCCESSFUL REMARKETING BY THE FIRST
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DISTRIBUTION DATE THAT IS SIX YEARS AFTER THE DATE OF ISSUANCE OF SUCH
SECURITIES, PROVIDES THAT THE STOCK PURCHASE CONTRACTS WILL BE SETTLED BY