Exhibit 4.7
AGGREGATE REPRICING AGREEMENT
This Agreement is made as of the 14th day of May, 2003
BETWEEN NORSKE XXXX CANADA FINANCE LIMITED ("NSCFL")
AND ROYAL BANK OF CANADA
HSBC BANK CANADA
THE TORONTO-DOMINION BANK
as "Hedging Parties"
AND ROYAL BANK OF CANADA
as "Group Valuation Agent"
WHEREAS NSCFL and the Hedging Parties or their affiliates are party to a credit
agreement dated as of July 19, 2002 (as amended, supplemented, restated or
replaced from time to time, the "Credit Agreement");
AND WHEREAS the terms and conditions of the Credit Agreement permit NSCFL to
enter into Hedging Transactions with one or more of the Hedging Parties;
AND WHEREAS the Credit Agreement requires that Hedging Parties be parties to
this Aggregate Repricing Agreement if they enter into Special Derivatives with
NSCFL and permits, but does not require, Hedging Parties to be parties if they
are only entering into Hedging Transactions that are not Special Derivatives;
AND WHEREAS NSCFL has agreed to the repricing arrangements as more fully
described herein;
AND WHEREAS the terms and conditions of each ISDA Agreement may permit NSCFL to
reprice, terminate or transfer Hedging Transactions in accordance with the
repricing arrangements set forth in such ISDA Agreement;
AND WHEREAS the parties hereto agree that the Group Valuation Agent will perform
certain calculations and reporting on behalf of the Hedging Parties;
NOW THEREFORE THIS AGREEMENT WITNESSES That, in consideration of the mutual
representations, warranties and covenants contained herein and other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged by each of the parties), the parties hereto agree as follows:
1. DEFINED TERMS AND INTERPRETATION
(a) Hedging Transactions and Hedging Parties. Unless otherwise expressly
indicated in this Aggregate Repricing Agreement, all references to Hedging
Transactions and Hedging Parties apply to all Hedging Transactions and
Hedging Parties, whether or not the relevant Hedging Parties are parties
hereto. While Hedging Parties who are not parties hereto may agree in the
Credit Agreement to specific terms of this Aggregate Repricing Agreement that
are incorporated
by reference in the Credit Agreement, they are not bound by this Aggregate
Repricing Agreement.
(b) CALCULATION. The purpose of this Aggregate Repricing Agreement is,
in part, to address amounts payable by NSCFL to Hedging Parties in respect of
Hedging Transactions, i.e. amounts by which NSCFL is "out of the money."
Amounts payable by NSCFL shall be expressed as positive numbers in this
Aggregate Repricing Agreement, while amounts payable by Hedging Parties to
NSCFL (i.e. where NSCFL is "in the money") shall be expressed as negative
numbers. Negative numbers shall be netted against positive numbers in
determining aggregate amounts owing by NSCFL to individual Hedging Parties in
respect of multiple Hedging Transactions (any aggregate amount being
expressed as a negative number if NSCFL is "in the money" on an aggregate
basis with an individual Hedging Party) and in determining aggregate amounts
owing by NSCFL to all Hedging Parties. For example, in calculating the
Hedging Transaction Exposure for a Hedging Party, if it was party to two
Hedging Transactions and NSCFL owed CAD 5,100,000 in respect of one Hedging
Transaction and was owed CAD 2,700,000 in respect of the other, the Hedging
Transaction Exposure would be CAD 5,100,000 minus CAD 2,700,000 or CAD
2,400,000. If another Hedging Party was a party to one Hedging Transaction
and owed NSCFL CAD 1,300,000 in respect of that Hedging Transaction, its
Hedging Transaction Exposure would be negative CAD 1,300,000. If there were
only those two Hedging Parties, the Aggregate Hedging Transaction Exposure
would be CAD 2,400,000 minus CAD 1,300,000 or CAD 1,100,000 and the Aggregate
Positive Hedging Transaction Exposure would be CAD 2,400,000.
(c) DEFINED TERMS. All capitalized terms used herein and not otherwise
defined shall have the meaning ascribed to them in the ISDA Agreement. In
addition,
"Administration Agent" means the "Agent" under the Credit Agreement.
"Aggregate Hedging Transaction Exposure" means, as of any Valuation
Date, the net amount calculated in accordance with Section 1(b) above
by aggregating all Hedging Parties' Hedging Transaction Exposures.
"Aggregate Positive Hedging Transaction Exposure" means, as of any
Valuation Date, the sum of all Positive Hedging Transaction Exposures
under each ISDA Agreement.
"Aggregate Positive Special Derivative Exposure" means, as of any
Valuation Date, the sum of all Positive Special Derivative Exposures.
"Aggregate Special Derivative Exposure" means as of any Valuation Date,
the net amount calculated in accordance with Section 1(b) above by
aggregating all Hedging Parties' Special Derivative Exposures.
"Excess Credit Agreement Exposure Amount" means the amount, as
determined by the Administration Agent pursuant to Section 7.7.2 of the
Credit Agreement, by which the Aggregate Hedging Transaction Exposure
needs to be reduced in order to satisfy the requirements under Section
7.7.2 of the Credit Agreement.
"Excess Hedging Transaction Exposure" means (subject to section 5(e)
below) the Aggregate Hedging Transaction Exposure minus CAD
135,000,000.
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"Excess Special Derivative Exposure" means the Aggregate Special
Derivative Exposure minus the Permitted Special Derivative Exposure
plus CAD 15,000,000.
"Floating Rate Transaction" means any interest rate swap Hedging
Transaction under which the obligation of NSCFL is to pay a floating
interest rate.
"Hedging Party" means each person that enters into a Hedging
Transaction with NSCFL.
"Hedging Transaction" means any transaction entered into by NSCFL that
is an "Other Secured Obligation" as defined in section 1.1.79 of the
Credit Agreement, and, for greater certainty, includes without
limitation all Special Derivatives.
"Hedging Transaction Exposure" means, with respect to a Hedging Party
on any Valuation Date, the estimated net amount that would be payable
to or by that Hedging Party pursuant to Section 6(e)(ii)(2)(A) of an
ISDA Agreement to which it is a party as if such ISDA Agreement and all
Hedging Transactions thereunder were being terminated; provided that,
in estimating the amount that would be payable, the Group Valuation
Agent shall use its estimates at mid-market of the amounts that would
be paid for Replacement Transactions (as defined within the definition
of "Market Quotation" in the ISDA Agreement) in respect of all Hedging
Transactions. In addition, if any Hedging Transaction is terminated
other than as required by this Aggregate Repricing Agreement, it shall
be considered not to have been terminated for the purposes of
calculating the Hedging Transaction Exposure until any amount payable
by NSCFL to the Hedging Party as a result of the termination has been
paid.
"ISDA Agreement" means the 1992 ISDA Master Agreement entered into
between the relevant Hedging Party and NSCFL in respect of one or more
Hedging Transactions, except that, for the purposes of this Aggregate
Repricing Agreement, any Hedging Transaction shall be deemed to be
governed by the 1992 ISDA Master Agreement in the form attached hereto
if the relevant Hedging Party has not entered into a 1992 ISDA Master
Agreement and to the extent that there is a relevant difference between
the 1992 ISDA Master Agreement entered into and the form attached
hereto.
"Oil and Gas Transaction" means any Hedging Transaction under which the
obligations of the parties are derived from the price of oil or natural
gas.
"Permitted Special Derivative Exposure" means (subject to sections 5(e)
and 6(b) below), as of any Valuation Date, an amount determined by the
following formula:
CAD 135,000,000 - (an aggregate amount determined by adding
the amounts calculated by multiplying the notional amount of
each Special Derivative outstanding on such Valuation Date,
subject to the adjustments referred to immediately below, by
the volatility factor for that type of Special Derivative
established in accordance with the attached Schedule A and
section 6(b) below)
For the purpose of the foregoing formula, the notional amount shall be
the notional amount specified in the terms of the relevant Special
Derivative, converted to Canadian dollars if necessary using the Group
Valuation Agent's mid rate (i.e. the average of the Group Valuation
Agent's spot buying and selling rates) at the relevant time. If the
notional amount is expressed in units of a commodity rather than in
currency, the
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notional amount shall be determined by multiplying the notional
amount expressed in units by the fixed price per unit to be paid to
or received by NSCFL for the commodity under the relevant Special
Derivative. In addition, in determining the notional amount of
Special Derivatives for the purpose of the foregoing formula:
(A) the Group Valuation Agent shall net commodity purchase Special
Derivatives entered into by NSCFL against commodity sale
Special Derivatives entered into by NSCFL (whether or not with
the same Hedging Party), where (a) the commodities that are
the subject of the relevant Special Derivatives are determined
by the Group Valuation Agent to be the same in all material
respects and (b) either (i) the settlement dates of both the
commodity sale Special Derivatives and the commodity purchase
Special Derivatives to be netted are at least 45 days after
the Valuation Date or (ii) the settlement dates of the
commodity sale Special Derivatives and the commodity purchase
Special Derivatives to be netted are within five Local
Business Days of each other, and the Group Valuation Agent
shall apply the volatility factor to the net notional amount
and include only the resulting amount in the foregoing
formula; and
(B) if NSCFL has entered into other Special Derivatives that do
not fall within item (A) above, but relate to commodities of
the same type (each of Oil and Gas Transactions, Pulp and
Paper Transactions, and other types established under section
6(b) below being deemed to be the same type), the Group
Valuation Agent shall add the notional amounts of those
Special Derivatives of each type in which NSCFL's role is
seller and those in which its role is buyer and shall not
apply the volatility factor to, or include in the foregoing
formula, those Special Derivatives of each type having the
smaller sum of notional amounts. For example, if the aggregate
notional amount of Pulp and Paper Transactions that do not
fall within item (A) above where NSCFL is seller is smaller
than the aggregate notional amount of those Pulp and Paper
Transactions where NSCFL is buyer, and the aggregate notional
amount of Oil and Gas Transactions that do not fall within
item (A) above where NSCFL is buyer is smaller than the
aggregate notional amount of those Oil and Gas Transactions
where NSCFL is seller, the Group Valuation Agent shall not
apply the respective volatility factors to, or include in the
foregoing formula, the Pulp and Paper Transactions that do not
fall within item (A) above where NSCFL is seller or the Oil
and Gas Transactions that do not fall within item (A) above
where NSCFL is buyer.
"Positive Hedging Transaction Exposure" means, as of any Valuation
Date, the amount that would be payable, if any, to a Hedging Party (but
not by a Hedging Party) as a result of the calculation of the Hedging
Transaction Exposure of such Hedging Party.
"Positive Special Derivative Exposure" means, as of any Valuation Date,
the amount that would be payable, if any, to a Hedging Party (but not
by a Hedging Party) as a result of the calculation of the Special
Derivative Exposure of such Hedging Party.
"Pro Rata Excess Credit Agreement Exposure Amount" means, in respect of
a Hedging Party, the amount determined by the following formula,
rounded up to the nearest integral multiple of CAD 100,000:
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Excess Credit Agreement Exposure Amount X (the Positive
Hedging Transaction Exposure applicable to such Hedging Party
/ the Aggregate Positive Hedging Transaction Exposure)
"Pro Rata Hedging Transaction Exposure Reduction Amount" means, in
respect of a Hedging Party, the amount determined by the following
formula, rounded up to the nearest integral multiple of CAD 100,000:
Excess Hedging Transaction Exposure X (the Positive Hedging
Transaction Exposure applicable to such Hedging Party / the
Aggregate Positive Hedging Transaction Exposure)
"Pro Rata Special Derivative Exposure Reduction Amount" means, in
respect of a Hedging Party the amount determined by the following
formula, rounded up to the nearest integral multiple of CAD 100,000:
Excess Special Derivative Exposure X (the Positive Special
Derivative Exposure applicable to such Hedging Party / the
Aggregate Positive Special Derivative Exposure)
"Pulp and Paper Transaction" means any Hedging Transaction under which
the obligations of the parties are derived from the price of pulp or
paper.
"Special Derivative" means a Hedging Transaction described in Sections
1.1.79(c), 1.1.79(d) and 1.1.79(e) of the Credit Agreement and entered
into by NSCFL, and "Special Derivatives" means all such Hedging
Transactions.
"Special Derivative Exposure" means, with respect to a Hedging Party on
any Valuation Date, the estimated net amount that would be payable to
or by that Hedging Party pursuant to Section 6(e)(ii)(2)(A) of the ISDA
Agreement as if such ISDA Agreement and all Special Derivatives
thereunder (but no other Hedging Transactions) were being terminated;
provided that, in estimating such amount that would be payable, the
Group Valuation Agent shall use its estimates at mid-market of the
amounts that would be paid for Replacement Transactions in respect of
all Special Derivatives. In addition, if any Special Derivative is
terminated other than as required by this Aggregate Repricing
Agreement, it shall be considered not to have been terminated for the
purposes of calculating the Special Derivative Exposure until any
amount payable by NSCFL to the Hedging Party as a result of the
termination has been paid.
"Valuation Date" means daily beginning on 14 May, 2003 except that, if
the then-current Aggregate Hedging Transaction Exposure and Aggregate
Special Derivative Exposure are low in comparison to the maximum
amounts permitted herein, the Group Valuation Agent may from time to
time establish the Valuation Date as occurring not less frequently than
monthly.
(d) INTERPRETATION. In the event of any inconsistency between the
provisions of this Aggregate Repricing Agreement and any ISDA Agreement the
terms of this Aggregate Repricing Agreement will prevail.
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2. EXPOSURE REDUCTION PAYMENT AND AMENDMENTS
(a) RIGHT TO DEMAND PRO RATA EXPOSURE REDUCTION AMOUNT. The Group
Valuation Agent will, promptly following (A) a Valuation Date
on which the Aggregate Hedging Transaction Exposure is greater
than or equal to CAD 150,000,000 or (B) a Valuation Date on
which the Aggregate Special Derivative Exposure is greater
than the Permitted Special Derivative Exposure or (C) its
receipt of a notice from the Administration Agent that there
is an Excess Credit Agreement Exposure Amount, notify NSCFL of
the Pro Rata Hedging Transaction Exposure Reduction Amount,
the Pro Rata Special Derivative Exposure Reduction Amount, or
the Pro Rata Excess Credit Agreement Exposure Amount, in each
case, as applicable to each Hedging Party. The Group Valuation
Agent agrees to promptly notify the Hedging Parties of any
such notification to NSCFL.
(b) ELECTION. Within three (3) Local Business Days of receiving
the notice described in Section 2(a), NSCFL will consult with
each Hedging Party having a Pro Rata Hedging Transaction
Exposure Reduction Amount, Pro Rata Special Derivative
Exposure Reduction Amount, or Pro Rata Excess Credit Agreement
Exposure Amount, as applicable (taking into account any
reduction of up to CAD 1,000,000 referred to below), and
determine whether it will (A) terminate Hedging Transactions
with the Hedging Party, (B) reprice certain Hedging
Transactions with the Hedging Party on the basis described in
Section 2(d), and/or (C) transfer NSCFL's obligations in
respect of Hedging Transactions to a third party acceptable to
the Hedging Party in its sole discretion that will assume
NSCFL's obligations. Such actions shall be taken so that the
Hedging Transaction Exposure or the Special Derivative
Exposure, as applicable, with respect to such Hedging Party is
reduced by an amount at least equal to the Pro Rata Hedging
Transaction Exposure Reduction Amount and the Pro Rata Special
Derivative Exposure Reduction Amount, respectively, applicable
to such party or, if the notice under Section 2(a) relates to
an Excess Credit Agreement Exposure Amount, so that the
Hedging Transaction Exposure is reduced by an amount equal to
or greater than the Pro Rata Excess Credit Agreement Exposure
Amount. However, the Hedging Transaction Exposure or the
Special Derivative Exposure, as applicable, with respect to
any particular Hedging Party may be reduced by up to CAD
1,000,000 less than the amount required by the preceding
sentence if the Excess Credit Agreement Exposure Amount, the
Excess Hedging Transaction Exposure or the Excess Special
Derivative Exposure, as applicable, is entirely eliminated as
a result of reductions with other Hedging Parties being
greater than the required minimums. If NSCFL chooses to
terminate or transfer Hedging Transactions, it will, after
consultation with the applicable Hedging Party, provide the
Hedging Party with a list of those Hedging Transactions that
will be terminated and/or transferred. Any amounts payable as
a result of the termination of Hedging Transactions will be
calculated in accordance with the Loss method of calculation
and payments shall be made in accordance with the Second
Method. For that purpose, references to the Defaulting Party
and Non-Defaulting Party will be deemed to be references to
NSCFL and the applicable Hedging Party, respectively.
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(c) PROPOSAL. Within one (1) Local Business Day of finalizing
NSCFL's election under Section 2(b), if NSCFL has decided to
reprice Hedging Transactions with a Hedging Party, such
Hedging Party will make a proposal to NSCFL (a "Proposal"),
with a copy to the Group Valuation Agent, outlining the
amendments to an existing Hedging Transaction or Hedging
Transactions in accordance with Section 2(d) below, which
Proposal shall be drafted based on the consultation with NSCFL
in Section 2(b) above.
(d) CONTENT OF PROPOSAL. The Proposal will provide for the payment
of the Pro Rata Hedging Transaction Exposure Reduction Amount,
the Pro Rata Special Derivative Exposure Reduction Amount or
the Pro Rata Excess Credit Agreement Exposure Amount, as
applicable, by NSCFL to that Hedging Party (less amounts paid
to that Hedging Party as a result of termination of Hedging
Transactions, less reductions resulting from the transfer of
Hedging Transactions and subject to the adjustments of up to
CAD 1,000,000 permitted under Section 2(b) above) and will
identify the Hedging Transaction or Hedging Transactions to be
amended and the proposed amendments. Subject to amounts paid
and reductions as a result of termination or transfer of
Hedging Transactions and subject to the adjustments permitted
under Section 2(b) above, any amendments (A) will be
variations of the applicable reference rates effective from
the date that payment of each Pro Rata Hedging Transaction
Exposure Reduction Amount, each Pro Rata Special Derivative
Exposure Reduction Amount or each Pro Rata Excess Credit
Agreement Exposure Amount, as applicable, is received by that
Hedging Party, (B) are to reflect current market and banking
practices, (C) if applicable, are to create a portfolio of
Hedging Transactions between NSCFL and such Hedging Party that
results in a Hedging Transaction Exposure that is equal to the
Hedging Transaction Exposure as it existed prior to the
payment of the Pro Rata Hedging Transaction Exposure Reduction
Amount minus the Pro Rata Hedging Transaction Exposure
Reduction Amount, (D) if applicable, are to create a portfolio
of Special Derivatives between NSCFL and such Hedging Party
that results in a Special Derivative Exposure that is equal to
the Special Derivative Exposure as it existed prior to the
payment of the Pro Rata Special Derivative Exposure Reduction
Amount minus the Pro Rata Special Derivative Exposure
Reduction Amount, (E) if applicable, are to create a portfolio
of Hedging Transactions between NSCFL and such Hedging Party
that results in a Hedging Transaction Exposure that is equal
to the Hedging Transaction Exposure as it existed prior to the
payment of the Pro Rata Excess Credit Agreement Exposure
Amount minus the Pro Rata Excess Credit Agreement Exposure
Amount and (F) will be calculated using the Hedging Party's
estimates at mid-market of the amounts that would be paid for
Replacement Transactions (as defined within the definition of
"Market Quotation" in the ISDA Agreement) in respect of the
relevant Hedging Transactions. Any Proposal that is in
accordance with the foregoing requirements shall be
implemented by NSCFL.
(e) TIMING FOR PAYMENT OR TRANSFER. If NSCFL has chosen to
transfer or terminate any Hedging Transactions, such transfer
or termination and any termination payment will be made by the
fifth (5th) Local Business Day following the receipt by NSCFL
of notice under Section 2(a). If NSCFL has chosen to reprice
certain Hedging Transactions and if the Proposal is received
by NSCFL by 11:00 am,
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Xxxxxxx time, on a Local Business Day, then the relevant
payments to the Hedging Party will be made by the later of
(A) close of business on the next Local Business Day and
(B) the fifth (5th) Local Business Day following the
receipt by NSCFL of notice under Section 2(a). If the
Proposal is received by NSCFL after 11:00 Toronto time on a
Local Business Day, the relevant payments will be made by
the later of (X) the second Local Business Day thereafter
and (Y) the fifth (5th) Local Business Day following the
receipt by NSCFL of notice under Section 2(a).
(f) NON-SIGNATORY HEDGING PARTIES. To the extent that NSCFL is
unable or does not wish to implement the provisions of
Sections 2(b) to 2(e) inclusive with any Hedging Party that is
not a party hereto, NSCFL shall entirely eliminate the Excess
Credit Agreement Exposure Amount or the Excess Hedging
Transaction Exposure, as applicable, by reductions with other
Hedging Parties in excess of the minimums required by this
Aggregate Repricing Agreement.
(g) CONFIRMATIONS. Upon settlement of any amendments to Hedging
Transactions in accordance with the Proposals, NSCFL and each
Hedging Party will promptly execute a replacement Confirmation
evidencing each such amended Hedging Transaction.
(h) CALCULATIONS. Unless otherwise specified, all calculations of
Hedging Transaction Exposure, Special Derivative Exposure,
Excess Hedging Transaction Exposure and Excess Special
Derivative Exposure will be made by the Group Valuation Agent
in accordance with current market and banking practices. When
those calculations are to be made as of a particular day, they
may be made either at or around noon, Toronto time on such
Valuation Date or as of the close of business in the city of
the Group Valuation Agent on the immediately preceding Local
Business Day. For greater certainty, the Group Valuation Agent
shall not be responsible for calculating the Excess Credit
Agreement Exposure Amount, but shall be responsible for
calculating each Hedging Party's Pro Rata Excess Credit
Agreement Exposure Amount.
3. REPORTING REQUIREMENTS
(a) On the next Local Business Day after NSCFL enters into a
Hedging Transaction with a Hedging Party, NSCFL shall notify
and provide the particulars of such Hedging Transaction to the
Group Valuation Agent; provided that, if NSCFL enters into a
Hedging Transaction with a Hedging Party and NSCFL has actual
notice that it will be syndicated to some or all of the other
Hedging Parties, NSCFL shall notify the Group Valuation Agent
of such Hedging Transaction on the next Local Business Day
after the relevant Hedging Parties have been notified of their
portion of the Hedging Transaction. NSCFL further agrees to
deliver a copy of the relevant trade confirmation(s) to the
Group Valuation Agent promptly upon request.
(b) NSCFL shall, on the next Local Business Day, notify the Group
Valuation Agent and provide the particulars of any amendment
of a Hedging Transaction that
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could reasonably be expected to affect the calculation of
any Hedging Transaction Exposure or Special Derivative
Exposure.
(c) Upon request by the Group Valuation Agent, each Hedging Party
agrees to promptly provide trade details of any Hedging
Transaction that may be required by the Group Valuation Agent
to facilitate its calculations under this Agreement. Each
Hedging Party agrees to promptly notify the Group Valuation
Agent of any Event of Default or Potential Event of Default
known to it under that Hedging Party's ISDA Agreement.
(d) Where either NSCFL or any Hedging Party exercises an optional
early termination provision under any Hedging Transaction or
otherwise terminates or cancels any Hedging Transaction
(including voluntary unwinding of any such Hedging
Transaction), NSCFL agrees to notify and provide the
particulars of such Hedging Transaction and the termination or
unwinding thereof to the Group Valuation Agent on the next
Local Business Day after such termination, cancellation or
unwinding is effective.
(e) Upon request by NSCFL, any Hedging Party or the Administration
Agent, on any Local Business Day, the Group Valuation Agent
agrees to provide a statement of its calculations hereunder
for the previous Valuation Date. The Group Valuation Agent
shall also confirm, on request, that any particular Hedging
Transaction has been reported to it by NSCFL. The Group
Valuation Agent shall, at the request of any Hedging Party,
advise that Hedging Party of each valuation and calculation by
the Group Valuation Agent in respect of each Hedging
Transaction between that Hedging Party and NSCFL.
(f) If the then-current Aggregate Hedging Transaction Exposure and
Aggregate Special Derivative Exposure are low in comparison to
the maximum amounts permitted herein, the Group Valuation
Agent may permit NSCFL to reduce its reporting frequency to
not less frequently than once each week (in respect of Special
Derivatives) or once each month (in respect of other Hedging
Transactions), but the Group Valuation Agent may revoke any
such permission at any time. In any event, NSCFL shall report
to the Group Valuation Agent at least weekly or monthly,
respectively, including by "nil" report if applicable.
(g) Each Hedging Party shall provide NSCFL by the fourth Local
Business Day of each month with a listing of its Hedging
Transactions as of the end of the preceding month and NSCFL
shall provide the Group Valuation Agent by the fifth Local
Business Day of each month with copies of those listings. The
Group Valuation Agent shall, by the eighth Local Business Day
of each month provide each Hedging Party with its calculations
as of the end of the preceding month in respect of each
Hedging Transaction between that Hedging Party and NSCFL. Each
Hedging Party shall promptly compare the Group Valuation
Agent's calculations with similar calculations by the Hedging
Party and, if there is any material discrepancy, shall
promptly contact the Group Valuation Agent to reconcile the
discrepancy.
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4. ADDITIONAL HEDGING TRANSACTIONS
NSCFL agrees that, so long as the Credit Agreement remains in effect,
it will not enter into any transaction of the kind described in section
1.1.79 of the Credit Agreement with any entity other than a Hedging
Party under which it agrees to provide security over its property.
NSCFL may provide letters of credit issued under the Credit Agreement
to entities other than Hedging Parties with whom it enters into
transactions of the kind described in section 1.1.79 of the Credit
Agreement.
5. EVENT OF DEFAULT AND CLOSE-OUT OF HEDGING TRANSACTIONS
(a) HEDGING TRANSACTION EXPOSURE AMOUNT AND EXCESS CREDIT
AGREEMENT EXPOSURE AMOUNT. For purposes of the ISDA Agreement
between NSCFL and each Hedging Party, an Event of Default will exist
with respect to NSCFL if NSCFL fails to make, when due, any payment
in respect of the Excess Hedging Transaction Exposure or the Excess
Credit Agreement Exposure Amount required to be made by it or to
otherwise comply with the provisions of Section 2(b) or 2(e) above
in relation to the Excess Hedging Transaction Exposure or the Excess
Credit Agreement Exposure Amount and such failure to pay or comply
continues for one (1) Local Business Day after notice of that
failure is given to NSCFL by such Hedging Party.
(b) SPECIAL DERIVATIVE EXPOSURE AMOUNT. The ISDA Agreement between
NSCFL and each Hedging Party is hereby amended to provide that (i) an
Additional Termination Event will exist with NSCFL as the Affected
Party and the Affected Transactions shall be deemed to be all Special
Derivatives entered into between NSCFL and each Hedging Party if NSCFL
fails to make, when due, any payment in respect of the Excess Special
Derivative Exposure required to be made by it or to otherwise comply
with the provisions of Section 2(b) or 2(e) above in relation to the
Excess Special Derivative Exposure and (ii) an Event of Default will
exist with respect to NSCFL if NSCFL fails to make, when due, any
payment in respect of the Excess Special Derivative Exposure required
to be made by it or to otherwise comply with the provisions of Section
2(b) or 2(e) above in relation to the Excess Special Derivative
Exposure, and such failure to pay or comply continues for one Local
Business Day after notice of that failure is given to NSCFL by such
Hedging Party.
(c) IMMEDIATE TERMINATIONS OF SPECIAL DERIVATIVES: The Group
Valuation Agent shall immediately notify each Hedging Party as soon
as the Aggregate Special Derivative Exposure is equal to or exceeds
CAD 135,000,000 (or any lower amount established in accordance with
section 5(e) below). If the Aggregate Special Derivative Exposure at
any time is equal to or exceeds CAD 135,000,000 (or the lower
amount), notwithstanding any provision herein to the contrary, there
shall be an automatic termination (on the date that the Group
Valuation Agent determines the Aggregate Special Derivative Exposure
is equal to or exceeds CAD 135,000,000 (or the lower amount)) of
those Special Derivatives necessary to equal or exceed the Excess
Special Derivative Exposure, beginning with the Special Derivatives
(regardless of the respective Hedging Parties involved) that have
the largest individual Positive Special Derivative Exposures (i.e.
the Positive Special Derivative Exposure calculated as if each
Special Derivative was the only Special Derivative entered into by a
particular Hedging Party). For purposes of such termination, an
Additional Termination Event shall be deemed to have occurred with
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NSCFL as the Affected Party and the Hedging Party as the
Non-Affected Party, and the Special Derivatives that are designated
as being terminated by the preceding sentence shall be deemed to be
Affected Transactions. The Loss method of calculation shall be used
in determining the amount payable and the Second Method shall apply
for the purposes of Section 6(e) of the ISDA Agreement. The Group
Valuation Agent shall immediately confirm to NSCFL, each Hedging
Party and the Administration Agent the identity of the Special
Derivatives that have been automatically terminated. Each Hedging
Party shall immediately notify the Group Valuation Agent, NSCFL and
the Administration Agent of the amount payable by NSCFL in respect
of the automatically terminated Special Derivatives to which it is a
party, the Administration Agent shall immediately notify NSCFL, the
Group Valuation Agent and each Hedging Party as to whether or not an
advance may be made under the Credit Agreement equal to those
amounts and NSCFL shall pay those amounts not later than the second
Local Business Day after such notice is given by the Hedging Party.
If NSCFL fails to make any payment when due as required by this
Section 5(c), or if the Administration Agent has notified NSCFL, the
Group Valuation Agent and the Hedging Parties that an advance is not
available under the Credit Agreement, then without further notice
there shall be an automatic termination of all remaining Special
Derivatives effective on the date that the Administration Agent
gives notice that an advance is not available, or on the second
Local Business Day if payment is not made, whichever is earlier. For
purposes of such termination, an Event of Default shall be deemed to
have occurred with NSCFL as the Defaulting Party. The Loss method of
calculation shall be used in determining the amount payable and the
Second Method shall apply for the purposes of Section 6(e) of the
ISDA Agreement. Each Hedging Party shall immediately notify the
Group Valuation Agent, NSCFL and the Administration Agent of the
amount payable by or to NSCFL in respect of any further
automatically terminated Special Derivatives to which it is a party.
The ISDA Agreement between NSCFL and each Hedging Party is hereby
amended to incorporate this Section 5(c).
(d) LIMIT ON LIABILITY UNDER SPECIAL DERIVATIVES: The ISDA
Agreement between NSCFL and each Hedging Party is hereby amended to
incorporate this Section 5(d). Notwithstanding any other terms of
this Aggregate Repricing Agreement but in all other respects subject
to the terms hereof, for as long as the 1999 Notes, the 2001 Notes
or any Similar Notes (each as defined in the Credit Agreement) are
outstanding and do not expressly permit the incurrence of Special
Derivatives, the liability of the Restricted Parties (as defined in
the Credit Agreement) in respect of all Special Derivatives
outstanding at any time with all Hedging Parties is limited to an
aggregate amount of CAD 150,000,000. The foregoing limitation shall
not, however, in any way limit the liability of the Restricted
Parties in respect of Hedging Transactions other than Special
Derivatives, nor shall it prevent the Hedging Parties from
recovering interest on Unpaid Amounts owing by the Restricted
Parties in respect of terminated Special Derivatives, nor shall it
apply to any derivative transaction that would have been a Special
Derivative but for it not being reported to the Group Valuation
Agent as required by this Aggregate Repricing Agreement. The
aggregate liability of the Restricted Parties for the purpose of
this Section 5(d) shall be calculated at any time using the methods
described in Section 5(c) in respect of all Special Derivatives that
have then been terminated and in respect of which there are Unpaid
Amounts outstanding, by netting amounts payable by Hedging Parties
to NSCFL against amounts payable by NSCFL to Hedging Parties, in
each case under such terminated Special Derivatives. The agreement
of the Hedging Parties to
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limit the liability of NSCFL is conditional upon such netting
occurring. In order to effect the netting, any net amount payable by
a Hedging Party to NSCFL (taking into account all terminated Special
Derivatives between that Hedging Party and NSCFL) shall instead be
paid to the Group Valuation Agent and distributed by it to the
Hedging Parties to whom net amounts are payable by NSCFL in respect
of Special Derivatives, PRO RATA in accordance with the respective
net amounts payable to them. If, following such netting, the
aggregate liability of the Restricted Parties in respect of Special
Derivatives would exceed CAD 150,000,000 but for the limitation
established in this section 5(d), the excess shall be borne by the
Hedging Parties to whom amounts are payable by NSCFL in respect of
Special Derivatives, PRO RATA in accordance with the respective net
amounts that would have been payable to them but for the limitation.
(e) AMENDMENT TO LIMIT ON LIABILITY UNDER SPECIAL DERIVATIVES:
NSCFL may from time to time reduce the CAD 150,000,000 limit
specified in section 5(d), and thereafter increase it, in accordance
with the following: (A) the limit shall never be less than CAD
25,000,000 or more than CAD 150,000,000, (B) the references to CAD
135,000,000 in the definition of "Permitted Special Derivative
Exposure" and in section 5(c) and the reference to CAD 15,000,000 in
the definition of "Excess Special Derivative Exposure" shall each be
automatically reduced or increased by the same percentage that the
CAD 150,000,000 limit specified in section 5(d) is reduced or
increased, (C) any change in the limit must not result in there
being a positive Excess Credit Agreement Exposure Amount or Excess
Special Derivative Exposure, taking into account the changes in (B),
(D) no amendment may be made within 30 days of the preceding
amendment, and (E) NSCFL shall give the Group Valuation Agent at
least ten Local Business Days' notice of the proposed amendment and
the Group Valuation Agent shall promptly notify each of the Hedging
Parties of the amendment. For greater certainty, references in this
section 5(e) to particular CAD amounts specified in other sections
or definitions are to the current amounts specified in those
sections or definitions and, following any amendment pursuant to
this section, references to those amounts shall be interpreted
having regard to the previous amendment(s).
6. RESTRICTED PAYMENTS/TRANSACTIONS
(a) RESTRICTED PAYMENTS. Upon any Early Termination Date occurring
with respect to a Hedging Transaction or any Hedging
Transactions being terminated prior to the stated maturity, in
each case, if the Hedging Party or Hedging Parties (for the
purposes of this provision, the "Payers") are required to make
a payment to NSCFL in accordance with the settlement
obligations under such Hedging Transaction(s), such payment
shall be made to NSCFL provided that immediately after such
payment and termination (i) the Aggregate Hedging Transaction
Exposure does not exceed CAD 150,000,000, (ii) the Aggregate
Special Derivative Exposure does not exceed the Permitted
Special Derivative Exposure and (iii) there is no Excess
Credit Agreement Exposure Amount. The Payers, NSCFL and the
Administration Agent shall consult the Group Valuation Agent
to determine if the Aggregate Hedging Transaction Exposure
will exceed CAD 150,000,000 or if the Aggregate Special
Derivative Exposure will exceed the Permitted Special
Derivative Exposure or if there will be any Excess Credit
Agreement Exposure Amount. In the event that the Aggregate
Hedging Transaction Exposure will exceed CAD 150,000,000 or in
the event that the
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Aggregate Special Derivative Exposure will exceed the
Permitted Special Derivative Exposure or in the event that
there will be any Excess Credit Agreement Amount, in each
case, immediately after such payment and termination, NSCFL
agrees that the Payers may withhold the applicable payment,
and such failure to pay will not be a default under any
ISDA Agreement, until the Excess Hedging Transaction
Exposure or the Excess Special Derivative Exposure or the
Excess Credit Agreement Amount, as applicable, that would
have been created if the withheld payment had been made is
reduced in accordance with this Agreement and any payments
made by NSCFL hereunder to reduce the Excess Hedging
Transaction Exposure or the Excess Special Derivative
Exposure or the Excess Credit Agreement Exposure Amount, as
applicable, may be set off against amounts owed to NSCFL by
the Payers.
(b) RESTRICTED TRANSACTIONS. Each of the parties hereto agrees
that it shall not enter into any Special Derivative other than
a Floating Rate Transaction, an Oil and Gas Transaction, a
Pulp and Paper Transaction or a Special Derivative of a type
previously dealt with under this Section 6(b) without giving
at least ten Local Business Days' notice to the Group
Valuation Agent and without receiving the subsequent notice
from the Group Valuation Agent that is referred to below. The
parties agree that, upon any such notice being given to the
Group Valuation Agent, the Group Valuation Agent and the
Administration Agent, after consulting NSCFL, shall establish
a volatility factor for the additional type of Special
Derivative. The Group Valuation Agent shall then notify all
parties of the volatility factor that has been established.
7. FURNISH SPECIFIED INFORMATION
Section 4(a)(ii) of each ISDA Agreement between NSCFL and a Hedging
Party that is a party hereto is deemed to be amended to read as
follows:
"(ii) any other documents specified in the Schedule, any Confirmation
or the Aggregate Repricing Agreement dated as of 14 May, 2003 as
amended, restated or replaced from time to time, entered into between,
among others, Party B and Party A as a Hedging Party thereto; and"
8. REPRESENTATIONS AND WARRANTIES
Each party hereto represents and warrants to the other parties as
follows:
(a) it has full power and authority to execute and deliver this
Aggregate Repricing Agreement and to perform and observe the
provisions hereof;
(b) the execution, delivery and performance of this Aggregate
Repricing Agreement either have been or will be duly
authorized by all necessary corporate action and do not and
will not contravene any requirement of law, its charter or
by-laws or any contractual restriction or agreement binding on
or affecting such party or its assets; and
-13-
(c) this Aggregate Repricing Agreement has been duly and properly
executed and delivered by such party and constitutes and will
constitute the legal, valid and binding obligation of such
party enforceable in accordance with its terms.
9. NOTICES
Unless otherwise specified, all notices and other communications to be
given to a party hereunder shall be given to the address, facsimile
(confirmed if requested) or telephone number and to the individual or
department specified by such party on Schedule B hereto or such other
address, facsimile or telephone number as such party may hereafter
specify for the purpose by notice given in accordance with this
section. Unless otherwise specified, any notice, instruction or other
communication shall be effective upon receipt if given in accordance
with this section.
10. AMENDMENTS
(a) No amendment, modification, supplement or waiver in respect of
this Aggregate Repricing Agreement will be effective unless in
writing and signed by each of the parties intended to be bound
thereby.
(b) If the Credit Agreement is amended in accordance with the
terms thereof, the parties shall in good faith negotiate and
enter into any amendments hereof which are reasonably required
as a result of such amendment of the Credit Agreement.
(c) Any person that is not a party hereto and is otherwise
entitled to be a party to an Other Secured Obligation (as
defined in the Credit Agreement) may become a Hedging Party
hereunder and agree to be bound hereby by executing such
instrument or agreement as the Group Valuation Agent may
reasonably prescribe in order to evidence its accession
hereto. Any ISDA agreement entered into between NSCFL and such
person shall have substantially the same terms and conditions
as the ISDA Agreement. In particular, each ISDA agreement
shall continue to be based on the 1992 ISDA Master Agreement
notwithstanding any subsequent form of ISDA Master Agreement
being issued.
11. GROUP VALUATION AGENT
(a) The Group Valuation Agent shall have no duties or obligations
other than as expressed herein, and without limitation, the
Group Valuation Agent does not undertake, and the Hedging
Parties relieve the Group Valuation Agent from, any implied
duties (including fiduciary duties) and there shall not be
construed against the Group Valuation Agent any implied
covenants or terms. The Group Valuation Agent may execute or
perform, and may delegate the execution and performance of,
any of its duties hereunder through or to any of its own
employees or to a recognized dealer designated by it.
References herein or in any of the other agreements to the
Group Valuation Agent shall include references to any such
employees or recognized dealers to whom the Group Valuation
Agent shall have delegated any of it duties.
-14-
(b) The Group Valuation Agent shall not be obliged to incur or
subject itself to any cost or expenditure in connection
herewith unless it is first indemnified or furnished with
security by the Hedging Parties on a rateable basis, in form
and substance satisfactory to it (which may include further
agreements of indemnity or the deposit of funds or security or
other suitable measures).
(c) Neither the Group Valuation Agent nor its directors, officers,
agents or employees shall be liable to NSCFL or any Hedging
Party for any action taken or omitted to be taken by it or
them under or in connection with this Aggregate Repricing
Agreement except for its or their own gross negligence or
wilful misconduct. Without limiting the generality of the
foregoing, the Group Valuation Agent (i) makes no warranty or
representation to NSCFL nor any Hedging Party (except as set
out in section 8 above) and shall not be responsible to NSCFL
or any Hedging Party for the form, substance, accuracy or
completeness of this Aggregate Repricing Agreement or any
other documents, information or financial data made available
to the parties hereto, or for any statements, warranties or
representations made by others in or in connection with this
Aggregate Repricing Agreement; (ii) shall not have any duty to
ascertain or to inquire as to the existence of an Event of
Default or Potential Event of Default or the performance or
observance of any of the terms or conditions of this Aggregate
Repricing Agreement on the part of NSCFL or any Hedging Party;
(iii) shall not be responsible to NSCFL nor any Hedging Party
for the due execution, legality, validity enforceability,
genuineness, sufficiency or value of this Aggregate Repricing
Agreement other than the representations and warranties made
herein with respect to the Group Valuation Agent; and (iv)
shall incur no liability under or in respect of this Aggregate
Repricing Agreement by acting upon any notice, consent,
certificate or other instrument or writing (which may have
been sent by facsimile transmission, by telex or by hand)
believed by it in good faith to be genuine and signed or sent
by the proper party or parties.
(d) With respect to Hedging Transactions between Royal Bank of
Canada ("RBC") and NSCFL, RBC has the same rights and powers
under this Aggregate Repricing Agreement as any other Hedging
Party hereunder and may exercise the same as though it were
not the Group Valuation Agent and the term "Hedging Party" or
"Hedging Parties" shall, unless otherwise expressly indicated,
include it in its individual capacity. RBC and its affiliates
may accept deposits from, lend money to, act as trustee under
indentures of, and generally engage in any kind of business
with NSCFL and its affiliates or any person who may do
business with or own securities of NSCFL, all as if it were
not the Group Valuation Agent, and without any duty to account
therefor to the Hedging Parties.
12. REPLACEMENT OF GROUP VALUATION AGENT
In the event that: (A) the Group Valuation Agent resigns (which
resignation shall be given in writing to the parties hereto with at
least 5 Business Days notice); (B) the Group Valuation Agent materially
breaches its duties hereunder; or (C) NSCFL or the other Hedging
Parties notify the other parties to this Aggregate Repricing Agreement
on at least 5 Business Days notice that they wish to replace the Group
Valuation Agent, NSCFL will appoint a replacement Group Valuation Agent
who is a Hedging Party with
-15-
the consent of such successor and the consent of the remaining
Hedging Parties, which consent shall not be unreasonably withheld.
The successor Group Valuation Agent shall succeed to and become
vested with all the rights, powers and duties of the Group Valuation
Agent as described herein and the retiring Group Valuation Agent
shall be discharged from its duties and obligations in its capacity
as Group Valuation Agent.
13. GOVERNING LAW AND SEVERABILITY
This Aggregate Repricing Agreement shall be construed in accordance
with and governed by the laws of the Province of British Columbia
without reference to choice of law doctrine. Wherever possible each
provision of this Aggregate Repricing Agreement shall be interpreted in
such manner as to be effective and valid under applicable law, but if
any provision of this Aggregate Repricing Agreement shall be prohibited
by or be invalid or unenforceable under such law, such provision shall
be ineffective to the extent of such prohibition, invalidity or
unenforceability without otherwise affecting the validity or
enforceability of such provision or the remaining provisions of this
Aggregate Repricing Agreement.
14. COUNTERPARTS
This Aggregate Repricing Agreement (and any amendment hereto) may be
executed and delivered in counterparts (including by facsimile
transmission), each of which will be deemed an original.
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IN WITNESS WHEREOF, the parties hereto have caused this Aggregate Repricing
Agreement to be duly executed by their respective authorized officers as of
the date first above written.
NORSKE XXXX CANADA FINANCE LIMITED ROYAL BANK OF CANADA, as a
Hedging Party and Group
Valuation Agent
By: /s/ authorized signatory By: /s/ authorized signatory
------------------------ ------------------------
Name: Name:
Title: Title:
By: /s/ authorized signatory By: /s/ authorized signatory
------------------------ ------------------------
Name: Name:
Title: Title:
[NOTE: ADD OTHER SIGNATURE BLOCKS AS REQUIRED]
-00-
XXX XXXXXXX-XXXXXXXX BANK,
as a Hedging Party
By: /s/ authorized signatory
------------------------
Name:
Title:
By: /s/ authorized signatory
------------------------
Name:
Title:
[SIGNATURE PAGE FOR AGGREGATE REPRICING AGREEMENT DATED AS OF 14 MAY, 2003
RELATING TO NORSKE XXXX CANADA FINANCE LIMITED ET AL]
XXXXXXX XXXXX CAPITAL
CANADA INC., as a Hedging
Party
By: /s/ authorized signatory
------------------------
Name:
Title:
By: /s/ authorized signatory
------------------------
Name:
Title:
[SIGNATURE PAGE FOR AGGREGATE REPRICING AGREEMENT DATED AS OF 14 MAY, 2003
RELATING TO NORSKE XXXX CANADA FINANCE LIMITED ET AL]
THE BANK OF NOVA SCOTIA,
as a Hedging Party
By: /s/ authorized signatory
------------------------
Name:
Title:
By: /s/ authorized signatory
------------------------
Name:
Title:
[SIGNATURE PAGE FOR AGGREGATE REPRICING AGREEMENT DATED AS OF 14 MAY, 2003
RELATING TO NORSKE XXXX CANADA FINANCE LIMITED ET AL]
BANK OF MONTREAL, as a
Hedging Party
By: /s/ authorized signatory
------------------------
Name:
Title:
By: /s/ authorized signatory
------------------------
Name:
Title:
[SIGNATURE PAGE FOR AGGREGATE REPRICING AGREEMENT DATED AS OF 14 MAY, 2003
RELATING TO NORSKE XXXX CANADA FINANCE LIMITED ET AL]
HSBC BANK CANADA, as a
Hedging Party
By: /s/ authorized signatory
------------------------
Name:
Title:
By: /s/ authorized signatory
------------------------
Name:
Title:
[SIGNATURE PAGE FOR AGGREGATE REPRICING AGREEMENT DATED AS OF 14 MAY, 2003
RELATING TO NORSKE XXXX CANADA FINANCE LIMITED ET AL]
LAURENTIAN BANK OF CANADA,
as a Hedging Party
By: /s/ authorized signatory
------------------------
Name:
Title:
By: /s/ authorized signatory
------------------------
Name:
Title:
[SIGNATURE PAGE FOR AGGREGATE REPRICING AGREEMENT DATED AS OF 14 MAY, 2003
RELATING TO NORSKE XXXX CANADA FINANCE LIMITED ET AL]
CANADIAN WESTERN BANK,
as a Hedging Party
By: /s/ authorized signatory
------------------------
Name:
Title:
By: /s/ authorized signatory
------------------------
Name:
Title:
[SIGNATURE PAGE FOR AGGREGATE REPRICING AGREEMENT DATED AS OF 14 MAY, 2003
RELATING TO NORSKE XXXX CANADA FINANCE LIMITED ET AL]
BANK OF AMERICA, N.A.
CANADA BRANCH, as a
Hedging Party
By: /s/ authorized signatory
------------------------
Name:
Title:
By: /s/ authorized signatory
------------------------
Name:
Title:
[SIGNATURE PAGE FOR AGGREGATE REPRICING AGREEMENT DATED AS OF 14 MAY, 2003
RELATING TO NORSKE XXXX CANADA FINANCE LIMITED ET AL]
CANADIAN IMPERIAL BANK OF
COMMERCE, as a Hedging
Party
By: /s/ authorized signatory
------------------------
Name:
Title:
By: /s/ authorized signatory
------------------------
Name:
Title:
[SIGNATURE PAGE FOR AGGREGATE REPRICING AGREEMENT DATED AS OF 14 MAY, 2003
RELATING TO NORSKE XXXX CANADA FINANCE LIMITED ET AL]
SCHEDULE A
VOLATILITY FACTORS
The volatility factors for the currently contemplated types of Special
Derivatives are as follows:
Floating Rate Transactions - nil
Oil and Gas Transactions - 0.25
Pulp and Paper Transactions - 0.10
SCHEDULE B
ADDRESSES FOR NOTICE
NORSKE XXXX CANADA FINANCE LIMITED ROYAL BANK OF CANADA
00XX XXXXX 0XX XXXXX, XXXXX BANK PLAZA
000 XXXX XXXXXX 000 XXX XXXXXX
XXXXXXXXX, XXXXXXX XXXXXXXX XXXXXXX, XXXXXXX
X0X 0X0 X0X 0X0
ATTENTION: TREASURER ATTENTION: MANAGING DIRECTOR
GLOBAL MIDDLE OFFICE
FACSIMILE NO.: (000) 000-0000
TELEPHONE NO.: (000) 000-0000 FACSIMILE NO.: (000) 000-0000
TELEPHONE NO.: (000) 000-0000
HSBC BANK CANADA THE TORONTO-DOMINION BANK
XXXXX 000, 000 XXXX XXXXXXX XXXXXX 0XX XXXXX, TD TOWER
VANCOUVER, BRITISH COLUMBIA 00 XXXXXXXXXX XXXXXX XXXX
X0X 0X0 XXXXXXX, XXXXXXX
X0X 0X0
ATTENTION: HEAD OF TREASURY - WESTERN
CANADA ATTENTION: VICE-PRESIDENT
MARGINED ACCOUNTS
FACSIMILE NO.: (000) 000-0000
TELEPHONE NO.: (000) 000-0000 FACSIMILE NO.: (000)-000-0000
TELEPHONE NO.: (000)-000-0000
[NOTE: ADD ADDITIONAL ADDRESSES; MULTIPLE CONTACTS
SHOULD BE PROVIDED IF POSSIBLE]
