Looking for an agreement? Search from over 1 million agreements now.

Put/Call Registration Rights And Standstill Agreement

This is an actual contract by Ashland.

Save time and money with our Premium Packages.
Buy all (8) recommended agreements for
$140.00 (50% savings)
Agreement Preview
Sectors: Chemicals
Governing Law: Delaware, View Delaware State Laws
Effective Date: January 01, 1998
Search This Document
Exhibit 10.19

PUT/CALL, REGISTRATION RIGHTS

AND


STANDSTILL AGREEMENT


Dated as of January 1, 1998


among


MARATHON OIL COMPANY,

USX CORPORATION,


ASHLAND INC.

and


MARATHON ASHLAND PETROLEUM LLC


TABLE OF CONTENTS

Page
ARTICLE I Certain Definitions; Adjustable Amounts; Representations and Warranties SECTION 1.01.

Definitions 2 SECTION 1.02.

Adjustable Amounts 17 SECTION 1.03.

Representations and Warranties 18 ARTICLE II Special Termination Right SECTION 2.01.

Special Termination Right 20 SECTION 2.02.

Special Termination Price 20 SECTION 2.03.

Method of Exercise 21 ARTICLE III Marathon Call Right SECTION 3.01.

Marathon Call Right 21 SECTION 3.02.

Marathon Call Price 21 SECTION 3.03.

Method of Exercise 22 SECTION 3.04.

Limitation on Marathon' s Ability To Exercise its Marathon Call Right 22 ARTICLE IV Ashland Put Right SECTION 4.01.

Ashland Put Right 22 SECTION 4.02.

Ashland Put Price 23 SECTION 4.03.

Method of Exercise 26 SECTION 4.04.

Ashland Put Price Election Notice 26 SECTION 4.05.

Limitation on Ashland' s Ability To Exercise its Ashland Put Right 27

ARTICLE V Termination of Certain Distributions; Revocable Proxies

SECTION 5.01.

Termination of Certain Distributions 27

SECTION 5.02.

Revocable Proxies 30 ARTICLE VI Determination of the Appraised Value of the Company SECTION 6.01.

Determination of Appraised Value of the Company 31 ARTICLE VII Determination of the Fair Market Value of Securities SECTION 7.01.

General 35 SECTION 7.02.

Determination of Fair Market Value of Marathon Debt Securities 35 SECTION 7.03.

Determination of Fair Market Value of Actively Traded Marathon Equity Securities 35 SECTION 7.04.

Determination of Fair Market Value of Non Actively Traded Marathon Equity Securities 39 ARTICLE VIII Certain Matters Relating to Securities SECTION 8.01.

Certain Requirements with Respect to Marathon Debt Securities 42 SECTION 8.02.

Procedures with Respect to the Issuance of Securities 42 SECTION 8.03.

Holding Period 45 SECTION 8.04.

Manner of Sale of Marathon Equity Securities 45 ARTICLE IX Closing; Conditions to Closing; Consequences of Delay SECTION 9.01.

Closing 46 SECTION 9.02.

Conditions to Closing 49 SECTION 9.03.

Consequences of a Delayed Closing of the Marathon Call Right or the Ashland Put Right Where Ashland Is at Fault 54

SECTION 9.04.

Consequences of a Delayed Closing of the Marathon Call Right or the Ashland Put Right Where Marathon or USX Is at Fault 55 SECTION 9.05.

Consequences of a Delayed Closing of the Marathon Call Right or the Ashland Put Right Where No Party Is at Fault 57 SECTION 9.06.

Consequences of Delayed Second or Third Scheduled Installment Payment 58 SECTION 9.07.

Consequences of a Delayed Closing of the Special Termination Right Where Terminating Member Is at Fault 58 SECTION 9.08.

Consequences of a Delayed Closing of the Special Termination Right Where Non Terminating Member Is at Fault 60 SECTION 9.09.

Consequences of Delayed Closing of Special Termination Right Where No Party Is at Fault 62 ARTICLE X Registration Rights SECTION 10.01.

Registration upon Request 63 SECTION 10.02.

Covenants of the Issuer 67 SECTION 10.03.

Fees and Expenses 72 SECTION 10.04.

Indemnification and Contribution 73 SECTION 10.05.

Underwriting Agreement; Purchase Agreement 77 SECTION 10.06.

Undertaking To File Reports 78 ARTICLE XI Covenants SECTION 11.01.

Cooperation; Commercially Reasonable Best Efforts 78 SECTION 11.02.

Antitrust Notification; FTC or DOJ Investigation 78 SECTION 11.03.

Governmental Filings re: Ashland LOOP/LOCAP Interest 80 SECTION 11.04.

Designated Sublease Agreements 81

ARTICLE XII Standstill Agreement SECTION 12.01.

Restrictions of Certain Actions by Marathon and USX 83 SECTION 12.02.

Restrictions of Certain Actions by Ashland 86 ARTICLE XIII Indemnification SECTION 13.01.

Indemnification re: Ashland Representatives' Revocable Proxies and the Ashland LOOP/LOCAP Revocable Proxy 88 SECTION 13.02.

Indemnification re: Marathon Representatives Revocable Proxies 89 SECTION 13.03.

Indemnification re: Transfer of Economic Interests in the Ashland LOOP/LOCAP Interest to Marathon, the Company or a Person Designated by Marathon 89 SECTION 13.04.

Procedures Relating to Indemnification Under This Article XIII 90 ARTICLE XIV Company Competitive Businesses; Detrimental Activities; Limitations on the Company Entering into Valvoline' s Business SECTION 14.01.

Competitive Businesses 90 SECTION 14.02.

Detrimental Activities 94 SECTION 14.03.

Limitations on the Company Entering into the Valvoline Business 96 SECTION 14.04.

Purchase Price of Competitive Business Assets 103

ARTICLE XV Survival; Assignment SECTION 15.01.

Survival and Assignment re: Marathon and USX 106 SECTION 15.02.

Survival and Assignment re: Ashland 107 SECTION 15.03.

Survival and Assignment re: the Company 109 SECTION 15.04.

Assignment and Assumption Agreements 109 SECTION 15.05.

Consequences of Unpermitted Assignments 110 ARTICLE XVI Dispute Resolution Procedures SECTION 16.01.

General 110 SECTION 16.02.

Dispute Notice and Response 110 SECTION 16.03.

Negotiation Between Chief Executive Officers 110 SECTION 16.04.

Right to Equitable Relief Preserved 111 ARTICLE XVII Miscellaneous SECTION 17.01.

Notices 111 SECTION 17.02.

Merger and Entire Agreement 113 SECTION 17.03.

Parties in Interest 113 SECTION 17.04.

Counterparts 113 SECTION 17.05.

Amendment; Waiver 113 SECTION 17.06.

Severability 113 SECTION 17.07.

GOVERNING LAW 114 SECTION 17.08.

Enforcement 114 SECTION 17.09.

Table of Contents, Headings and Titles 115 SECTION 17.10.

Use of Certain Terms; Rules of Construction 115 SECTION 17.11.

Holidays 115 SECTION 17.12.

Third Parties 115 SECTION 17.13.

Liability for Affiliates 115 SECTION 17.14.

Schedules 116


APPENDIX A Certain Definitions SCHEDULE 1.03(c) Conflicts SCHEDULE 1.03(d) Consents SCHEDULE 14.01(a) Competitive Businesses


PUT/CALL, REGISTRATION RIGHTS AND STANDSTILL AGREEMENT dated as of [January 1], 1998, 2 / by and among MARATHON OIL COMPANY, an Ohio corporation (" Marathon" ), USX CORPORATION, a Delaware corporation (" USX" ), ASHLAND INC., a Kentucky corporation (" Ashland" ), and MARATHON ASHLAND PETROLEUM LLC, a Delaware limited liability company (the " Company" ).


Preliminary Statement


WHEREAS Marathon and Ashland have previously entered into a Master Formation Agreement dated as of December 12, 1997, relating to the formation of the Company, which will own and operate certain of Marathon' s and Ashland' s respective petroleum supply, refining, marketing, and transportation businesses;


WHEREAS Marathon and Ashland have previously entered into an Asset Transfer and Contribution Agreement dated as of December 12, 1997, pursuant to which, among other things, Marathon and Ashland will transfer their respective Businesses (as defined below) to the Company;

WHEREAS Marathon, USX and Ashland have previously entered into a Parent Agreement dated as of December 12, 1997;


WHEREAS Marathon and Ashland have entered into an LLC Agreement dated as of the date hereof in order to establish the rights and responsibilities of each of them with respect to the governance, financing and operation of the Company;

WHEREAS Marathon and Ashland have agreed that under certain circumstances, Ashland will sell to Marathon and Marathon will purchase from Ashland all of Ashland' s Membership Interests and the Ashland LOOP/LOCAP Interest (each as defined below), upon the terms and subject to the conditions set forth herein; 2 To be dated as of the Closing Date under the Master Formation Agreement.


WHEREAS Marathon and Ashland have agreed that if Marathon or Ashland elects to terminate the Term of the Company pursuant to Section 2.03 of the LLC Agreement, then the non-terminating Member shall have the right to purchase from the terminating Member all of the terminating Member' s Membership Interests, upon the terms and subject to the conditions set forth herein;


WHEREAS Marathon and USX have agreed that Marathon and USX will grant Ashland certain registration rights with respect to any Securities (as defined below) that Marathon or USX issues to Ashland pursuant to this Agreement in connection with the purchase by Marathon of Ashland' s Membership Interests and the Ashland LOOP/LOCAP Interest, upon the terms and subject to the conditions set forth herein;

WHEREAS Marathon and USX have agreed to certain restrictions with respect to actions relating to Ashland Voting Securities (as defined below), upon the terms and subject to the conditions set forth herein;


WHEREAS Ashland has agreed to certain restrictions with respect to actions relating to USX Voting Securities (as defined below), upon the terms and subject to the conditions set forth herein; and


WHEREAS Marathon, USX and Ashland have agreed to certain restrictions with respect to certain of their business activities, upon the terms and subject to the conditions set forth herein.


NOW, THEREFORE, the parties hereto hereby agree as follows:


ARTICLE I


Certain Definitions; Adjustable Amounts;

Representations and Warranties

SECTION 1.01. Definitions. Defined terms used in this Agreement shall have the meanings ascribed to them by definition in this Agreement or in Appendix A. In addition,


2

when used herein the following terms have the following meanings:

" Actively Traded Marathon Equity Securities" means Marathon Equity Securities for which there is an active trading market on the National Market System of the NASDAQ or on a National Securities Exchange during the period commencing 30 days prior to the Closing Date or applicable Installment Payment Date and ending on the Closing Date or such Installment Payment Date.

" Adjustable Amount" has the meaning set forth in Section 1.02.


" Adjustable Amounts Notice" has the meaning set forth in Section 1.02.


" Adjustment Year" has the meaning set forth in Section 1.02.


" Agreement" means this Put/Call, Registration Rights, and Standstill Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

" Appraised Value Determination Date" has the meaning set forth in Section 6.01(c).


" Appraised Value of the Company" has the meaning set forth in Section 6.01(c).


" Ashland Designated Sublease Agreements" means the Ashland Sublease Agreements attached as Exhibits L-1, L-2, L-3 and L-4 to the Asset Transfer and Contribution Agreement.

" Ashland Exercise Period Distributions" has the meaning set forth in Section 5.01(a)(i).


" Ashland LOOP/LOCAP Interest" means (i) the 4.0% interest in LOOP LLC owned by Ashland on the date hereof pursuant to the limited liability company agreement of LOOP LLC dated as of October 18, 1996, among Ashland, Marathon Pipe Line Company, Murphy Oil Corporation, Shell Oil Company and Texaco Inc. and (ii) the 86.20 shares of common stock of LOCAP, Inc. owned by Ashland, which shares on the date hereof represent an 8.6% interest in LOCAP, Inc.; provided


3

that in the event there is a reclassification of the LOOP, LLC membership interests or the common stock of LOCAP, Inc. into one or more different types or classes of securities, the " Ashland LOOP/LOCAP Interest" shall instead include such different types or classes of securities.

" Ashland LOOP/LOCAP Irrevocable Proxy" has the meaning set forth in Section 9.02(e).

" Ashland LOOP/LOCAP Revocable Proxy" has the meaning set forth in Section 5.02(c).


" Ashland Material Adverse Effect" means, for purposes of Section 1.03, either (i) a material adverse effect on the ability of Ashland to perform its obligations under this Agreement or (ii) an effect on the business, operations, assets, liabilities, results of operations, cash flows, condition (financial or otherwise) or prospects of Ashland' s Business which results in a Loss of two million dollars ($2,000,000) or more, or, if such Loss is not susceptible to being measured in monetary terms, is otherwise materially adverse to Ashland' s Business; provided that any such effect relating to or resulting from any change in the price of petroleum or petroleum byproducts, general economic conditions or local, regional, national or international industry conditions (including changes in financial or market conditions) shall be deemed not to constitute an Ashland Material Adverse Effect.

" Ashland Membership Interests" means the initial Membership Interests of Ashland on the date hereof, together with any additional Membership Interests that Ashland may hereafter acquire.


" Ashland Put Exercise Date" has the meaning set forth in Section 4.03.

" Ashland Put Exercise Notice" has the meaning set forth in Section 4.03.


" Ashland Put Price" has the meaning set forth in Section 4.01.

" Ashland Put Price Election Date" has the meaning set forth in Section 4.04(b).


4

" Ashland Put Price Election Notice" has the meaning set forth in Section 4.04(a).


" Ashland Put Right" has the meaning set forth in Section 4.01.


" Ashland Representatives Revocable Proxies" has the meaning set forth in Section 5.02(a).


" Ashland Special Termination Right" means the Special Termination Right granted to Ashland pursuant to Section 2.01.

" Ashland Voting Securities" means the securities of Ashland (i) having the power under ordinary circumstances to elect at least a majority of the board of directors of Ashland (whether or not any senior class of stock has voting power by reason of any contingency) or (ii) convertible into or exchangeable for securities of Ashland having the power under ordinary circumstances to elect at least a majority of the board of directors of Ashland (whether or not any senior class of stock has voting power by reason of any contingency).

" Average Annual Level" means for any twelve-month period ending on December 31 of any calendar year, the average of the level of the Price Index ascertained by adding the twelve monthly levels of the Price Index during such twelve-month period and dividing the total by twelve.

" Base Level" has the meaning set forth in the LLC Agreement.


" Base Rate" means a rate of interest closely approximating that of comparable term senior debt securities or debt obligations priced to trade at par issued by USX or issued by Marathon and fully guaranteed by USX, or issued by a firm of comparable credit standing.


" Blackout Period" has the meaning set forth in Section 10.01(b).


" Bulge Bracket Investment Banking Firm" means an investment banking firm that is listed as one of the top 10 investment banking firms for all domestic equity issues in terms of the aggregate dollar amount of such issues (with full credit given to the lead manager) as reported in the


5

latest issue of Investment Dealers' Digest or a publication (or otherwise) of similar national repute which provides rankings of investment banking firms by size of domestic issues.


" Bulk Motor Oil Business" has the meaning set forth in Section 14.03(h).


" Cash" means United States dollars or immediately available funds in United States dollars.

" Closing" has the meaning set forth in Section 9.01(a).


" Closing Date" has the meaning set forth in Section 9.01(a).

" Commission" means the Securities and Exchange Commission or any successor agency having jurisdiction under the Securities Act.


" Company Competitive Business" has the meaning set forth in Section 14.01(a).

" Company Competitive Business Assets" has the meaning set forth in Section 14.01(d).

" Company Competitive Third Party" has the meaning set forth in Section 14.01(d).


" Company Material Adverse Effect" means, for purposes of Section 1.03, an effect on the business, operations, assets, liabilities, results of operations, cash flows, condition (financial or otherwise) or prospects of the Company' s Business which results in a Loss of two million dollars ($2,000,000) or more, or, if such Loss is not susceptible to being measured in monetary terms, is otherwise materially adverse to the Company' s Business; provided that any such effect relating to or resulting from any change in the price of petroleum or petroleum byproducts, general economic conditions or local, regional, national or international industry conditions (including changes in financial or market conditions) shall be deemed not to constitute a Company Material Adverse Effect.


" Competitive Business Purchase Price" has the meaning set forth in Section 14.04.


6

" Confidential Information" has the meaning set forth in Section 14.02(b).

" Confidentiality Agreement" has the meaning set forth in Section 14.02(b).


" Delayed Closing Date" has the meaning set forth in Section 9.03(b).


" Delayed Closing Date Interest Period" has the meaning set forth in Section 9.03(b).


" Delayed Installment Payment Date" has the meaning set forth in Section 9.06.

" Delayed Installment Payment Date Interest Period" has the meaning set forth in Section 9.06.

" Demand Registration" has the meaning set forth in Section 10.01(a).


" Designated Sublease Agreements" means the Ashland Designated Sublease Agreements and the Marathon Designated Sublease Agreements.

" Disclosing Party" has the meaning set forth in Section 14.02(b).


" Dispute" has the meaning set forth in Section 16.01.

" Dispute Notice" has the meaning set forth in Section 16.02.


" Distributable Cash" has the meaning set forth in the LLC Agreement.


" Escrow Account" has the meaning set forth in Section 5.01(a)(ii)(B).


" Exchange Act" means the Securities Exchange Act of 1934, as amended.

" Exercise Date" means the Special Termination Exercise Date, the Marathon Call Exercise Date or the Ashland Put Exercise Date, as applicable.


7

" Exercise Period Distributions" means Ashland Exercise Period Distributions or Marathon Exercise Period Distributions, as applicable.


" Fair Market Value" has the meaning set forth in Section 7.01.


" 14.01(d) Presentation Meeting" has the meaning set forth in Section 14.01(d).

" 14.01(d) Scheduled Closing Date" has the meaning set forth in Section 14.01(d).

" 14.03(d) Offer Notice" has the meaning set forth in Section 14.03(d).


" 14.03(d) Purchase Election Notice" has the meaning set forth on Section 14.03(d).


" 14.03(d) Scheduled Closing Date" has the meaning set forth in Section 14.03(d).

" 14.03(f) Offer Notice" has the meaning set forth in Section 14.03(f)(i).


" 14.03(f) Purchase Election Notice" has the meaning set forth in Section 14.03(f)(i).

" 14.04 Appraisal Process Commencement Date" has the meaning set forth in Section 14.04.


" 14.04 Appraisal Report" has the meaning set forth in Section 14.04.


" 14.04 Initial Opinion Values" has the meaning set forth in Section 14.04.

" 14.04 Subsequent Appraisal Process Commencement Date" has the meaning set forth in Section 14.04.

" 14.04 Third Opinion Value" has the meaning set forth in Section 14.04.


" Fully Distributed Sale" has the meaning set forth in Section 8.04.


8

" Holding Period" has the meaning set forth in Section 8.03.

" Installment Payment" has the meaning set forth in Section 4.02(b).


" Installment Payment Date" means a Scheduled Installment Payment Date or a Delayed Installment Payment Date, as applicable.


" Investment Grade Rating" means a rating of BBB- or higher by S&P or Baa3 or higher by Moody' s or the equivalent of such rating by S&P and Moody' s.

" Issuer" has the meaning set forth in Section 10.01(a).


" Issuer Material Adverse Effect" means either (i) a material adverse effect on the ability of the Issuer to perform its obligations under this Agreement or (ii) a material adverse effect on the business, operations, assets, liabilities, results of operations, cash flows, condition (financial or otherwise) or prospects of the Issuer and its subsidiaries, taken as a whole; provided , however , that any such effect relating to or resulting from any change in the price of petroleum or petroleum byproducts, general economic conditions or local, regional, national or international industry conditions (including changes in financial or market conditions) or any change in applicable tax laws or regulations shall be deemed not to constitute an Issuer Material Adverse Effect.


" LIBOR Rate" means, for any one-month period or portion thereof, the per annum rate (rounded to the nearest 1/10,000 of 1%) for U.S. dollar deposits for such one-month period which appears on Bloomberg Page DG522a Equity GPGX as of 11:00 a.m. London time on the second London business day preceding the first day of such one-month period. " Bloomberg Page DG522a Equity GPGX" means the display page designated " DG522a Equity GPGX" on the Bloomberg, L.P. quotation service (or replacement page or successor service for displaying comparable rates).


" Losses" has the meaning set forth in Section 10.04.


9

" Long Term Debt" means Indebtedness with a maturity of one year or longer.


" Maralube Express Business" has the meaning set forth in Section 14.03(d)(i).


" Marathon Call Exercise Date" has the meaning set forth in Section 3.03.


" Marathon Call Exercise Notice" has the meaning set forth in Section 3.03.

" Marathon Call Price" has the meaning set forth in Section 3.01.


" Marathon Call Right" has the meaning set forth in Section 3.01.

" Marathon Debt Securities" has the meaning set forth in Section 8.01.


" Marathon Designated Sublease Agreements" means the Marathon Sublease Agreements attached as Exhibits E-1, E-2 and E-3 to the Asset Transfer and Contribution Agreement.

" Marathon Equity Securities" means any of (i) the class of common stock of USX designated as USX-Marathon Group Common Stock, par value $1.00 per share, (ii) the class of common equity securities of Marathon or, if USX has transferred all of the assets and liabilities of the Marathon Group to a Marathon Group Subsidiary (as such term is defined in the Certificate of Incorporation of USX) pursuant to Section 2(a) of Division I of Article Fourth of the Certificate of Incorporation of USX and the Board of Directors of USX has declared that all of the outstanding shares of USX-Marathon Group Common Stock be exchanged for shares of common stock of the Marathon Group Subsidiary, the Marathon Group Subsidiary; provided , that so long as Marathon shall be a subsidiary of USX, such common equity securities shall constitute Marathon Equity Securities only if such class accounts for USX' s primary ownership interest in Marathon, or (iii) the common equity securities of USX (but only if a single class of common equity securities of USX exists), in each case (1) registered pursuant to Section 12 of the Exchange Act and (2) issued to Ashland pursuant to Section 4.02(c); provided that in the event there is a


10

reclassification of any of the foregoing classes of common stock into one or more different types or classes of securities, " Marathon Equity Securities" shall instead include such different types or classes of securities.


" Marathon Exercise Period Distributions" has the meanings set forth in Section 5.01(b)(i).

" Marathon Material Adverse Effect" means, for purposes of Section 1.03, either (i) a material adverse effect on the ability of Marathon to perform its obligations under this Agreement or (ii) an effect on the business, operations, assets, liabilities, results of operations, cash flows, condition (financial or otherwise) or prospects of Marathon' s Business which results in a Loss of two million dollars ($2,000,000) or more, or, if such Loss is not susceptible to being measured in monetary terms, is otherwise materially adverse to Marathon' s Business; provided that any such effect relating to or resulting from any change in the price of petroleum or petroleum byproducts, general economic conditions or local, regional, national or international industry conditions (including changes in financial or market conditions) shall be deemed not to constitute a Marathon Material Adverse Effect.


" Marathon Membership Interests" means the initial Membership Interests of Marathon on the date hereof, together with any additional Membership Interests that Marathon may hereafter acquire.

" Marathon Representatives Revocable Proxies" has the meaning set forth in Section 5.02(b).


" Marathon Special Termination Right" means the Special Termination Right granted to Marathon pursuant to Section 2.01.

" Market Value of the Company" has the meaning set forth in Section 6.01(c).


" Maximum Offering Size" has the meaning set forth in Section 10.01(e).

" Mid-Level Employee" has the meaning set forth in Section 14.02(a)(ii).


11

" Minimum Lube Oil Purchase Amount" has the meaning set forth in Section 14.03(h).


" Moody' s" means Moody' s Investors Service Inc. and any successor thereto.


" National Securities Exchange" means a securities exchange registered as a national securities exchange under Section 6 of the Exchange Act.

" 9.04(b) Post-Scheduled Closing Date Distribution Amount" has the meaning set forth in Section 9.04(b).

" 9.08(b) Post-Scheduled Closing Date Distribution Amount" has the meaning set forth in Section 9.08(b).


" Non-Terminating Member" has the meaning set forth in Section 2.01(a).

" Offering Memorandum" means any offering memorandum prepared in connection with a sale of Securities effected in accordance with Section 4(2) or Rule 144A under the Securities Act, including all amendments and supplements to such offering memorandum, all exhibits thereto and all materials incorporated by reference in such offering memorandum.

" Other Holders" has the meaning set forth in Section 10.01(e).


" Packaged Motor Oil Business" has the meaning set forth in Section 14.03(h).


" Percentage Interest" has the meaning set forth in the LLC Agreement.


" Permitted Investments" means any of the following: (i) any investment in direct obligations of the United States of America or any agency thereof or obligations Guaranteed by the United States of America or any agency thereof; (ii) investments in time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America having capital, surplus and undivided profits


12

aggregating in excess of $250,000,000 (or the foreign currency equivalent thereof) and whose Long Term debt is rated " A" (or higher) by Mo
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |

Privacy Policy   Terms of Service  3.85.10.62