FOREIGN BANK;
(E)
REPURCHASE AGREEMENTS ENTERED INTO BY ANY
PERSON WITH A BANK OR TRUST COMPANY (INCLUDING ANY OF THE LENDERS) OR RECOGNIZED
SECURITIES DEALER HAVING CAPITAL AND SURPLUS IN EXCESS OF $500,000,000 FOR
DIRECT OBLIGATIONS ISSUED BY OR FULLY GUARANTEED BY THE UNITED STATES IN WHICH
SUCH PERSON SHALL HAVE A PERFECTED FIRST PRIORITY SECURITY INTEREST (SUBJECT TO
NO OTHER LIENS) AND HAVING, ON THE DATE OF PURCHASE THEREOF, A FAIR MARKET VALUE
OF AT LEAST 100% OF THE AMOUNT OF THE REPURCHASE OBLIGATIONS;
(F)
SECURITIES WITH MATURITIES OF ONE YEAR OR
LESS FROM THE DATE OF ACQUISITION ISSUED OR FULLY GUARANTEED BY ANY STATE,
COMMONWEALTH OR TERRITORY OF THE UNITED STATES, BY ANY POLITICAL SUBDIVISION OR
TAXING AUTHORITY OF ANY SUCH STATE, COMMONWEALTH OR
7
TERRITORY OR BY ANY FOREIGN GOVERNMENT, THE SECURITIES OR WHICH STATE,
COMMONWEALTH, TERRITORY, POLITICAL SUBDIVISION, TAXING AUTHORITY OR FOREIGN
GOVERNMENT (AS THE CASE MAY BE) ARE RATED AT LEAST "A" (OR THE THEN EQUIVALENT
GRADE) BY MOODY'S INVESTORS SERVICE, INC. OR AT LEAST "A" (OR THE THEN
EQUIVALENT GRADE) BY STANDARD & POOR'S RATINGS GROUP; AND
(G)
INVESTMENTS, CLASSIFIED AS CURRENT ASSETS OF
THE BORROWER OR ANY OF ITS SUBSIDIARIES, IN MONEY MARKET INVESTMENT PROGRAMS
REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, WHICH ARE
ADMINISTERED BY FINANCIAL INSTITUTIONS THAT HAVE CAPITAL OF AT LEAST
$500,000,000 AND THE PORTFOLIOS OF WHICH ARE LIMITED SUCH THAT 95% OF SUCH
INVESTMENTS ARE OF THE CHARACTER AND QUALITY DESCRIBED IN CLAUSES (A), (B), (C),
(D), (E) AND (F) OF THIS DEFINITION, IN EACH CASE WITH A MATURITY OF NOT MORE
THAN ONE YEAR FROM THE DATE OF SUCH INVESTMENT.
"CERCLA" means the Comprehensive Environmental Response, Compensation and
Liability Act of 1980.
"CERCLIS" means the Comprehensive Environmental Response, Compensation and
Liability Information System maintained by the U.S. Environmental Protection
Agency.
"CFC" means a "controlled foreign corporation" under Section 957 of the Code.
"CGMI" means Citigroup Global Markets Inc.
"Change of Control" means the earliest to occur of:
(A)
AT ANY TIME PRIOR TO THE CONSUMMATION OF A
QUALIFYING IPO, AND PRIOR TO THE HOLDING COMPANY EVENT, AND FOR ANY REASON
WHATSOEVER, (A) THE EQUITY INVESTORS DO NOT HAVE THE RIGHT TO DESIGNATE (OR DO
NOT SO DESIGNATE) A MAJORITY OF THE BOARD OF DIRECTORS OF THE BORROWER OR
(B)(1) THE EQUITY INVESTORS DO NOT OWN OF RECORD OR BENEFICIALLY, DIRECTLY OR
INDIRECTLY, AN AMOUNT OF COMMON STOCK OF THE BORROWER EQUAL TO AN AMOUNT MORE
THAN FIFTY PERCENT (50%) OF THE AMOUNT OF COMMON STOCK OF THE BORROWER OWNED BY
THE EQUITY INVESTORS OF RECORD OR BENEFICIALLY, DIRECTLY OR INDIRECTLY, AS OF
THE INITIAL CLOSING DATE OR (2) THE EQUITY INVESTORS DO OWN THE PERCENTAGE OF
COMMON STOCK REQUIRED BY THE FOREGOING SUBCLAUSE (1), BUT SUCH OWNERSHIP BY THE
EQUITY INVESTORS DOES NOT REPRESENT THE LARGEST SINGLE BLOCK OF VOTING
SECURITIES OF THE BORROWER HELD BY ANY PERSON OR RELATED GROUP FOR PURPOSES OF
SECTION 13(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934,