This excerpt taken from the NYX 8-K filed Apr 2, 2007.
IT IS AGREED as follows:
1.
INTERPRETATION
1.1
Definitions
In this Agreement:
"Additional Dealer" means any institution appointed as a Dealer in accordance with Clause 7.2 (Appointment of Dealers).
"Agency Agreement" means the note agency agreement, dated on or about the date of this Agreement, between the Issuer and the Agent, providing for the issuance of and payment on the Notes.
"Agent" means Citibank, N.A. acting as issue agent and as paying agent for the Notes and any successor or additional agent appointed in accordance with the Agency Agreement.
"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in London and New York.
"Clearing System" means Clearstream Banking, société anonyme (Clearstream, Luxembourg), Euroclear Bank S.A./N.V., Euroclear France S.A. or any other recognised clearing system from time to time agreed between the Dealers and the Issuer.
"Dealer" means an Original Dealer or an Additional Dealer but excluding any institution whose appointment as a dealer has been terminated under Clause 7.1 (Termination) provided that where any such institution has been appointed as Dealer in relation to a particular issue of Notes or period of time, the expression "Dealer" or "Dealers" shall only mean or include such institution in relation to such Notes or that time period.
"Deed of Covenant" means the deed of covenant dated on or about the date hereof, executed by the Issuer in respect of the Global Notes issued pursuant to the Agency Agreement, as such deed may be amended or supplemented from time to time.
"Definitive Note" means a Note, security printed or otherwise, in definitive form issued by the Issuer.
"Disclosure Documents" means, at any particular date:
(a)
the Information Memorandum;
(b)
the Issuer's and its affiliates' other publicly available recent reports, including, but not limited to, any publicly available filings or reports provided to their respective shareholders;
(c)
any other information or disclosure prepared pursuant to Clauses 3.15, 5.2, 5.3 or 5.4; and
(d)
any other document delivered by the Issuer to a Dealer which the Issuer has expressly authorised in writing to be distributed to actual or potential purchasers of Notes.
"Dollars" and "U.S.$" denote the lawful currency of the United States of America; and "Dollar Note" means a Note denominated in Dollars.
"Dollar Equivalent" means on any day:
(e)
in relation to any Dollar Note, the nominal amount of such Note; and
(f)
in relation to any Note denominated or to be denominated in any other currency, the amount in Dollars which would be required to purchase the nominal amount of such Note as expressed in such other currency at the spot rate of exchange for the purchase of such other currency with Dollars, as quoted by the Agent at or about 11.00 a.m. (London time) on such day.
"euro" and "€" denote the single currency of the member states of the European Communities that adopt or have adopted the euro as their lawful currency under the legislation of the European Community for Economic Monetary Union; and "euro Note" means a Note denominated in euro.
"Euro Equivalent" means on any day:
(a)
in relation to any euro Note, the nominal amount of such Note; and
(b)
in relation to any Note denominated or to be denominated in any other currency, the amount in euro which would be required to purchase the nominal amount of such Note as expressed in such other currency at the spot rate of exchange for the purchase of such other currency with euro, as quoted by the Agent at or about 11.00 a.m. (London time) on such day.
"FSMA" means the Financial Services and Markets Act 2000.
"Global Note" means a Note of the Issuer in global form, representing an issue of commercial paper notes of a like maturity.
