Exhibit 10.42


 


ISDAÒ


International Swaps and Derivatives Association, Inc.


 


2002 MASTER AGREEMENT


 


dated as of  April 29, 2008


 




	
  JPMORGAN CHASE BANK,

  	
  and

  	
  TRIMAS CORPORATION

  
	
  NATIONAL ASSOCIATION

  	
   

  	
   

  
	
  (“Party A”)

  	
   

  	
  (“Party B”)

  






 


have entered and/or anticipate entering
into one or more transactions (each a “Transaction”) that are or will be  governed by this 2002 Master Agreement, which
includes the schedule (the “Schedule”), and the documents and  other confirming evidence (each a “Confirmation”)
exchanged between the parties or otherwise effective for the  purpose of confirming or evidencing those
Transactions. This 2002 Master Agreement and the Schedule are together  referred to as this “Master Agreement”.


 


Accordingly, the parties agree as
follows:—


 


1.             Interpretation


 


(a)           Definitions. The
terms defined in Section 14 and elsewhere in this Master Agreement will
have the  meanings therein specified for
the purpose of this Master Agreement.


 


(b)           Inconsistency. In
the event of any inconsistency between the provisions of the Schedule and the
other  provisions of this Master
Agreement, the Schedule will prevail. In the event of any inconsistency between
the  provisions of any Confirmation and
this Master Agreement, such Confirmation will prevail for the purpose of the  relevant Transaction.


 


(c)           Single Agreement.
All Transactions are entered into in reliance on the fact that this
Master Agreement and  all Confirmations
form a single agreement between the parties (collectively referred to as this “Agreement”),
and the  parties would not otherwise
enter into any Transactions.


 


2.             Obligations


 


(a)           General Conditions.


 


(i)      Each
party will make each payment or delivery specified in each Confirmation to be
made by it,   subject to the other
provisions of this Agreement.


 


(ii)     Payments under this Agreement will be made on the due date for
value on that date in the place of  the
account specified in the relevant Confirmation or otherwise pursuant to this
Agreement, in freely  transferable funds
and in the manner customary for payments in the required currency. Where
settlement is  by delivery (that is,
other than by payment), such delivery will be made for receipt on the due date
in the  manner customary for the relevant
obligation unless otherwise specified in the relevant Confirmation or  elsewhere in this Agreement.


 


Copyright © 2002 by
International Swaps and Derivatives Association, Inc.


 

















 


(iii)    Each
obligation of each party under Section 2(a)(i) is subject to (1) the
condition precedent that no  Event of
Default or Potential Event of Default with respect to the other party has
occurred and is continuing,  (2) the
condition precedent that no Early Termination Date in respect of the relevant
Transaction has  occurred or been
effectively designated and (3) each other condition specified in this
Agreement to be a  condition precedent
for the purpose of this Section 2(a)(iii).


 


 (b)          Change of Account. Either party may change its account for receiving a
payment or delivery by giving  notice to
the other party at least five Local Business Days prior to the Scheduled
Settlement Date for the payment or 
delivery to which such change applies unless such other party gives
timely notice of a reasonable objection to such 
change.


 


(c)           Netting of Payments. If on any date amounts would otherwise be payable:—


 


(i)      in the same
currency; and


 


(ii)     in respect of
the same Transaction,


 


by each party to the other, then, on such date, each
party’s obligation to make payment of any such amount will be  automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one  party exceeds the aggregate amount that would
otherwise have been payable by the other 
party, replaced by an  obligation
upon the party by which the larger aggregate amount would have been payable to
pay to the other party the  excess of the
larger aggregate amount over the smaller aggregate amount.


 


The parties may elect in respect of two or more
Transactions that a net amount and payment obligation will be  determined in respect of all amounts payable
on the same date in the same currency in respect of those Transactions,  regardless of whether such amounts are
payable in respect of the same Transaction. The election may be made in the  Schedule or any Confirmation by specifying
that “Multiple Transaction Payment Netting” applies to the Transactions  identified as being subject to the election
(in which case clause (ii) above will not apply to such Transactions).
If  Multiple Transaction Payment Netting
is applicable to Transactions, it will apply to those Transactions with
effect  from the starting date specified
in the Schedule or such Confirmation, or, if a starting date is not specified
in the  Schedule or such Confirmation,
the starting date otherwise agreed by the parties in writing.  This election may be  made separately for different groups of
Transactions and will apply separately to each pairing of Offices through  which the parties make and receive payments
or deliveries.


 


(d)           Deduction or Withholding for Tax.


 


(i)      Gross-Up. All payments
under this Agreement will be made without any deduction or withholding  for or on account of any Tax unless such
deduction or withholding is required by any applicable law, as  modified by the practice of any relevant
governmental revenue authority, then in effect. If a party is so  required to deduct or withhold, then that
party (“X”) will:—


 


(1)      promptly
notify the other party (“Y”) of such requirement;


 


(2)      pay to the
relevant authorities the full amount required to be deducted or withheld  (including the full amount required to be
deducted or withheld from any additional amount paid by  X to Y under this Section 2(d)) promptly
upon the earlier of determining that such deduction or  withholding is required or receiving notice
that such amount has been assessed against Y;


 


(3)      promptly
forward to Y an official receipt (or a certified copy), or other
documentation  reasonably acceptable to
Y, evidencing such payment to such authorities; and


 


ISDAÒ 2002


 


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(4)      if such Tax
is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y
is  otherwise entitled under this
Agreement, such additional amount as is necessary to ensure that the  net amount actually received by Y (free and
clear of Indemnifiable Taxes, whether assessed against  X or Y) will equal the full amount Y would
have received had no such deduction or withholding  been required. However, X will not be
required to pay any additional amount to Y to the extent that  it would not be required to be paid but for:—


 


 (A)  the failure by Y to comply with or perform any
agreement contained in  Section 4(a)(i),
4(a)(iii) or 4(d); or


 


(B)    the failure of
a representation made by Y pursuant to Section 3(f) to be
accurate  and true unless such failure
would not have occurred but for (I) any action taken by a  taxing authority, or brought in a court of
competent jurisdiction, after a Transaction is 
entered into (regardless of whether such action is taken or brought with
respect to a party  to this Agreement) or
(II) a Change in Tax Law.


 


(ii)     Liability. If:—


 


(1)      X is required
by any applicable law, as modified by the practice of any relevant  governmental revenue authority, to make any
deduction or withholding in respect of which X would  not be required to pay an additional amount
to Y under Section 2(d)(i)(4);


 


(2)      X does not so
deduct or withhold; and


 


(3)      a liability
resulting from such Tax is assessed directly against X,


 


then, except to the extent Y has
satisfied or then satisfies the liability resulting from such Tax, Y will  promptly pay to X the amount of such
liability (including any related liability for interest, but including any  related liability for penalties only if Y has
failed to comply with or perform any agreement contained in  Section 4(a)(i), 4(a)(iii) or 4(d)).


 


3.             Representations


 


Each party makes the representations contained in
Sections 3(a), 3(b), 3(c), 3(d), 3(e) and 3(f) and, if specified in
the  Schedule as applying, 3(g) to
the other party (which representations will be deemed to be repeated by each
party on  each date on which a
Transaction is entered into and, in the case of the representations in Section 3(f),
at all times  until the termination of
this Agreement).  If any “Additional
Representation” is specified in the Schedule or any  Confirmation as applying, the party or
parties specified for such Additional Representation will make and, if  applicable, be deemed to repeat such Additional
Representation at the time or times specified for such Additional Representation.


 


(a)           Basic Representations.


 


(i)      Status.
It is duly organised and validly existing under the laws of the jurisdiction of
its organisation  or incorporation and,
if relevant under such laws, in good standing;


 


(ii)     Powers. It has the power to
execute this Agreement and any other documentation relating to this  Agreement to which it is a party, to deliver
this Agreement and any other documentation relating to this  Agreement that it is required by this
Agreement to deliver and to perform its obligations under this  Agreement and any obligations it has under
any Credit Support Document to which it is a party and has  taken all necessary action to authorise such
execution, delivery and performance;


 


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(iii)    No Violation or Conflict.
Such execution, delivery and performance do not violate or conflict with  any law applicable to it, any provision of
its constitutional documents, any order or judgment of any court or  other agency of government applicable to it
or any of its assets or any contractual restriction binding on or  affecting it or any of its assets;


 


(iv)    Consents. All governmental
and other consents that are required to have been obtained by it with  respect to this Agreement or any Credit
Support Document to which it is a party have been obtained and are  in full force and effect and all conditions
of any such consents have been complied with; and


 


(v)     Obligations Binding.  Its
obligations under this Agreement and any Credit Support Document to  which it is a party constitute its legal,
valid and binding obligations, enforceable in accordance with their  respective terms (subject to applicable
bankruptcy, reorganisation, insolvency, moratorium or similar laws  affecting creditors’ rights generally and
subject, as to enforceability, to equitable principles of general  application (regardless of whether
enforcement is sought in a proceeding in equity or at law)).


 


(b)           Absence of Certain Events. No Event
of Default or Potential Event of Default or, to its knowledge,  Termination Event with respect to it has
occurred and is continuing and no such event or circumstance would occur  as a result of its entering into or
performing its obligations under this Agreement or any Credit Support Document
to  which it is a party.


 


(c)           Absence of Litigation. There is not pending or, to its knowledge, threatened
against it, any of its Credit  Support
Providers or any of its applicable Specified Entities any action, suit or
proceeding at law or in equity or  before
any court, tribunal, governmental body, agency or official or any arbitrator
that is likely to affect the legality, 
validity or enforceability against it of this Agreement or any Credit
Support Document to which it is a party or its 
ability to perform its obligations under this Agreement or such Credit
Support Document.


 


(d)           Accuracy of Specified Information. All applicable information that is furnished in writing by
or on behalf  of it to the other party
and is identified for the purpose of this Section 3(d) in the
Schedule is, as of the date of the 
information, true, accurate and complete in every material respect.


 


(e)           Payer Tax Representation. Each representation specified in the Schedule as being
made by it for the  purpose of this Section 3(e) is
accurate and true.


 


(f)            Payee Tax Representations. Each representation specified in the Schedule as being
made by it for the  purpose of this Section 3(f) is
accurate and true.


 


(g)           No Agency. It is entering into this
Agreement, including each Transaction, as principal and not as agent of  any person or entity.


 


4.             Agreements


 


Each party agrees with the other that, so long as
either party has or may have any obligation under this Agreement or  under any Credit Support Document to which it
is a party:—


 


(a)           Furnish Specified Information. It
will deliver to the other party or, in certain cases under clause (iii) 
below, to such government or taxing authority as the other party reasonably
directs:—


 


(i)      any
forms, documents or certificates relating to taxation specified in the Schedule
or any  Confirmation;


 


(ii)     any other documents specified in the Schedule or any
Confirmation; and


 


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(iii)    upon reasonable demand by such other party, any form or document
that may be required or  reasonably
requested in writing in order to allow such other party or its Credit Support
Provider to make a  payment under this
Agreement or any applicable Credit Support Document without any deduction
or  withholding for or on account of any
Tax or with such deduction or withholding at a reduced rate (so long as  the completion, execution or submission of
such form or document would not materially prejudice the legal  or commercial position of the party in
receipt of such demand), with any such form or document to be  accurate and completed in a manner reasonably
satisfactory to such other party and to be executed and to be  delivered with any reasonably required
certification,


 


in each case by the date specified in the Schedule or
such Confirmation or, if none is specified, as soon as reasonably  practicable.


 


(b)           Maintain Authorisations.  It will use all reasonable efforts
to maintain in full force and effect all consents of  any governmental or other authority that are
required to be obtained by it with respect to this Agreement or any  Credit Support Document to which it is a
party and will use all reasonable efforts to obtain any that may become  necessary in the future.


 


(c)         Comply With Laws.
It will comply in all material respects with all applicable laws and orders to
which it   may be subject if failure so
to comply would materially impair its ability to perform its obligations under
this  Agreement or any Credit Support
Document to which it is a party.


 


(d)           Tax Agreement. It will give notice of
any failure of a representation made by it under Section 3(f) to
be  accurate and true promptly upon
learning of such failure.


 


(e)           Payment of Stamp Tax. Subject to Section 11,
it will pay any Stamp Tax levied or imposed upon it or in  respect of its execution or performance of
this Agreement by a jurisdiction in which it is incorporated, organised,  managed and controlled or considered to have
its seat, or where an Office through which it is acting for the purpose  of this Agreement is located (“Stamp Tax
Jurisdiction”), and will indemnify the other party against any Stamp Tax  levied or imposed upon the other party or in
respect of the other party’s execution or performance of this Agreement  by any such Stamp Tax Jurisdiction which is
not also a Stamp Tax Jurisdiction with respect to the other party.


 


5.             Events of Default and Termination
Events


 


(a)           Events of Default. The occurrence at any time with respect to a party or, if
applicable, any Credit Support  Provider
of such party or any Specified Entity of such party of any of the following
events constitutes (subject to  Sections
5(c) and 6(e)(iv)) an event of default (an “Event of Default”) with
respect to such party:—


 


(i)      Failure to Pay or Deliver. Failure by the party to make, when due, any payment under
this  Agreement or delivery under Section 2(a)(i) or
9(h)(i)(2) or (4) required to be made by it if such failure is  not remedied on or before the first Local
Business Day in the case of any such payment or the first Local  Delivery Day in the case of any such delivery
after, in each case, notice of such failure is given to the party;


 


(ii)     Breach of Agreement; Repudiation of
Agreement..


 


(1)       Failure
by the party to comply with or perform any agreement or obligation (other than
an  obligation to make any payment under
this Agreement or delivery under Section 2(a)(i) or 9(h)(i)(2) 
or (4) or to give notice of a Termination Event or any agreement or
obligation under Section 4(a)(i), 
4(a)(iii) or 4(d)) to be complied with or performed by the party in
accordance with this Agreement  if such
failure is not remedied within 30 days after notice of such failure is given to
the party; or


 


(2)       the
party disaffirms, disclaims, repudiates or rejects, in whole or in part, or
challenges the  validity of, this Master
Agreement, any Confirmation executed and delivered by that party or any


 


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Transaction evidenced by such a Confirmation (or
such action is taken by any person or entity 
appointed or empowered to operate it or act on its behalf);


 


(iii)      Credit Support Default.


 


(1)       Failure by the party or any
Credit Support Provider of such party to comply with or  perform any agreement or obligation to be
complied with or performed by it in accordance with any  Credit Support Document if such failure is
continuing after any applicable grace period has elapsed;


 


(2)       the expiration or
termination of such Credit Support Document or the failing or ceasing of  such Credit Support Document, or any security
interest granted by such party or such Credit 
Support Provider to the other party pursuant to any such Credit Support
Document, to be in full  force and effect
for the purpose of this Agreement (in each case other than in accordance with
its  terms) prior to the satisfaction of
all obligations of such party under each Transaction to which such  Credit Support Document relates without the
written consent of the other party; or


 


(3)      the party or
such Credit Support Provider disaffirms, disclaims, repudiates or rejects,
in  whole or in part, or challenges the
validity of, such Credit Support Document (or such action is  taken by any person or entity appointed or
empowered to operate it or act on its behalf);


 


(iv)    Misrepresentation. A representation (other than a representation under Section 3(e) or
3(f)) made  or repeated or deemed to have
been made or repeated by the party or any Credit Support Provider of such  party in this Agreement or any Credit Support
Document proves to have been incorrect or misleading in any  material respect when made or repeated or
deemed to have been made or repeated;


 


(v)     Default Under Specified Transaction.  The party, any Credit Support Provider of
such party or any  applicable Specified
Entity of such party:—


 


                             (1)           defaults (other than by failing to
make a delivery) under a Specified Transaction or any  credit support arrangement relating to a
Specified Transaction and, after giving effect to any  applicable notice requirement or grace
period, such default results in a liquidation of, an  acceleration of obligations under, or an
early termination of, that Specified Transaction;


 


                                    (2)           defaults, after giving effect to any
applicable notice requirement or grace period, in making  any payment due on the last payment or
exchange date of, or any payment on early termination of, a  Specified Transaction (or, if there is no
applicable notice requirement or grace period, such default  continues for at least one Local Business
Day);


 


                                    (3)           defaults in making any delivery due
under (including any delivery due on the last delivery  or exchange date of) a Specified Transaction
or any credit support arrangement relating to a 
Specified Transaction and, after giving effect to any applicable notice
requirement or grace period,  such
default results in a liquidation of, an acceleration of obligations under, or
an early termination  of, all
transactions outstanding under the documentation applicable to that Specified
Transaction; or


 


                                    (4)           disaffirms, disclaims, repudiates or
rejects, in whole or in part, or challenges the validity  of, a Specified Transaction or any credit
support arrangement relating to a Specified Transaction  that is, in either case, confirmed or
evidenced by a document or other confirming evidence executed  and delivered by that party, Credit Support
Provider or Specified Entity (or such action is taken by  any person or entity appointed or empowered
to operate it or act on its behalf);


 


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(vi)    Cross Default.  If “Cross Default”
is specified in the Schedule as applying to the party, the  occurrence or existence of:—


 


                             (1)          a default, event of default or other
similar condition or event (however described) in  respect of such party, any Credit Support
Provider of such party or any applicable Specified Entity  of such party under one or more agreements or
instruments relating to Specified Indebtedness of  any of them (individually or collectively)
where the aggregate principal amount of such agreements  or instruments, either alone or together with
the amount, if any, referred to in clause (2) below is  not less than the applicable Threshold Amount
(as specified in the Schedule) which has resulted in  such Specified Indebtedness becoming, or
becoming capable at such time of being declared, due  and payable under such agreements or
instruments before it would otherwise have been due and  payable; or


 


                             (2)          a default by such party, such Credit
Support Provider or such Specified Entity 
(individually or collectively) in making one or more payments under such
agreements or   instruments on the due
date for payment (after giving effect to any applicable notice requirement
or   grace period) in an aggregate
amount, either alone or together with the amount, if any, referred to in  clause (1) above, of not less than the
applicable Threshold Amount;


 


(vii)   Bankruptcy. The party, any Credit Support Provider of such party or
any applicable Specified  Entity of such
party:—


 


(1) is dissolved (other than pursuant to a
consolidation, amalgamation or merger); (2) becomes  insolvent or is unable to pay its debts or
fails or admits in writing its inability generally to pay its  debts as they become due; (3) makes a
general assignment, arrangement or composition with or for  the benefit of its creditors; (4)(A) institutes
or has instituted against it, by a regulator, supervisor or  any similar official with primary insolvency,
rehabilitative or regulatory jurisdiction over it in the  jurisdiction of its incorporation or
organisation or the jurisdiction of its head or home office, a  proceeding seeking a judgment of insolvency
or bankruptcy or any other relief under any 
bankruptcy or insolvency law or other similar law affecting creditors’
rights, or a petition is  presented for
its winding-up or liquidation by it or such regulator, supervisor or similar
official, or  (B) has instituted
against it a proceeding seeking a judgment of insolvency or bankruptcy or
any  other relief under any bankruptcy or
insolvency law or other similar law affecting creditors’ rights,  or a petition is presented for its winding-up
or liquidation, and such proceeding or petition is  instituted or presented by a person or entity
not described in clause (A) above and either (I) results  in a judgment of insolvency or bankruptcy or
the entry of an order for relief or the making of an  order for its winding-up or liquidation or (II) is
not dismissed, discharged, stayed or restrained in  each case within 15 days of the institution
or presentation thereof; (5) has a resolution passed for its  winding-up, official management or
liquidation (other than pursuant to a consolidation  amalgamation or merger); (6) seeks or
becomes subject to the appointment of an administrator,  provisional liquidator, conservator,
receiver, trustee, custodian or other similar official for it or for  all or substantially all its assets; (7) has
a secured party take possession of all or substantially all its  assets or has a distress, execution,
attachment, sequestration or other legal process levied, enforced  or sued on or against all or substantially
all its assets and such secured party maintains possession,  or any such process is not dismissed,
discharged, stayed or restrained, in each case within 15 days  thereafter; (8) causes or is subject to
any event with respect to it which, under the applicable laws of  any jurisdiction, has an analogous effect to
any of the events specified in clauses (1) to (7) above  (inclusive); or (9) takes any action in
furtherance of, or indicating its consent to, approval of, or  acquiescence in, any of the foregoing acts;
or


 


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(viii)   Merger Without Assumption. The party or any Credit Support Provider of such party
consolidates  or amalgamates with, or
merges with or into, or transfers all or substantially all its assets to, or
reorganises,  reincorporates or
reconstitutes into or as, another entity and, at the time of such
consolidation,   amalgamation, merger,
transfer, reorganisation, reincorporation or reconstitution:—


 


(1)           the resulting,
surviving or transferee entity fails to assume all the obligations of such
party  or such Credit Support Provider
under this Agreement or any Credit Support Document to which it  or its predecessor was a party; or


 


(2)           the benefits of any
Credit Support Document fail to extend (without the consent of the  other party) to the performance by such
resulting, surviving or transferee entity of its obligations  under this Agreement.


 


(b)           Termination Events.
The occurrence at any time with respect to a party or, if
applicable, any Credit  Support Provider
of such party or any Specified Entity of such party of any event specified
below constitutes (subject  to Section 5(c))
an Illegality if the event is specified in clause (i) below, a Force
Majeure Event if the event is  specified
in clause (ii) below, a Tax Event if the event is specified in clause (iii) below,
a Tax Event Upon Merger if  the event is
specified in clause (iv) below, and, if specified to be applicable, a
Credit Event Upon Merger if the event  is
specified pursuant to clause (v) below or an Additional Termination Event
if the event is specified pursuant to 
clause (vi) below:—


 


(i)      Illegality. After
giving effect to any applicable provision, disruption fallback or remedy
specified  in, or pursuant to, the
relevant Confirmation or elsewhere in this Agreement, due to an event or
circumstance  (other than any action
taken by a party or, if applicable, any Credit Support Provider of such
party)  occurring after a Transaction is
entered into, it becomes unlawful under any applicable law (including  without limitation the laws of any country in
which payment, delivery or compliance is required by either  party or any Credit Support Provider, as the
case may be), on any day, or it would be unlawful if the relevant  payment, delivery or compliance were required
on that day (in each case, other than as a result of a breach  by the party of Section 4(b)):—


 


(1)       for the Office through
which such party (which will be the Affected Party) makes and  receives payments or deliveries with respect
to such Transaction to perform any absolute or 
contingent obligation to make a payment or delivery in respect of such
Transaction, to receive a  payment or
delivery in respect of such Transaction or to comply with any other material
provision  of this Agreement relating to
such Transaction; or


 


(2)       for such party or any
Credit Support Provider of such party (which will be the Affected  Party) to perform any absolute or contingent
obligation to make a payment or delivery which such  party or Credit Support Provider has under
any Credit Support Document relating to such 
Transaction, to receive a payment or delivery under such Credit Support
Document or to comply  with any other
material provision of such Credit Support Document;


 


(ii)     Force Majeure Event. After
giving effect to any applicable provision, disruption fallback or  remedy specified in, or pursuant to, the
relevant Confirmation or elsewhere in this Agreement, by reason of  force majeure or act of state occurring after
a Transaction is entered into, on any day:—


 


(1)       the
Office through which such party (which will be the Affected Party) makes and
receives  payments or deliveries with
respect to such Transaction is prevented from performing any absolute  or contingent obligation to make a payment or
delivery in respect of such Transaction, from 
receiving a payment or delivery in respect of such Transaction or from
complying with any other  material
provision of this Agreement relating to such Transaction (or would be so
prevented if such  payment, delivery or
compliance were required on that day), or it becomes impossible or  


 


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impracticable for such Office so to perform, receive
or comply (or it would be impossible or 
impracticable for such Office so to perform, receive or comply if such
payment, delivery or  compliance were
required on that day); or


 


(2)       such
party or any Credit Support Provider of such party (which will be the Affected
Party)  is prevented from performing any
absolute or contingent obligation to make a payment or delivery  which such party or Credit Support Provider
has under any Credit Support Document relating to  such Transaction, from receiving a payment or
delivery under such Credit Support Document or 
from complying with any other material provision of such Credit Support
Document (or would be  so prevented if
such payment, delivery or compliance were required on that day), or it
becomes  impossible or impracticable for
such party or Credit Support Provider so to perform, receive or  comply (or it would be impossible or
impracticable for such party or Credit Support Provider so to  perform, receive or comply if such payment,
delivery or compliance were required on that day),


 


so
long as the force majeure or act of state is beyond the control of such Office,
such party or such Credit  Support
Provider, as appropriate, and such Office, party or Credit Support Provider
could not, after using all  reasonable
efforts (which will not require such party or Credit Support Provider to incur
a loss, other than  immaterial,
incidental expenses), overcome such prevention, impossibility or
impracticability;


 


(iii)    Tax Event.  Due to (1) any action taken
by a taxing authority, or brought in a court of competent  jurisdiction, after a Transaction is entered
into (regardless of whether such action is taken or brought with  respect to a party to this Agreement) or (2) a
Change in Tax Law, the party (which will be the Affected  Party) will, or there is a substantial
likelihood that it will, on the next succeeding Scheduled Settlement Date  (A) be required to pay to the other
party an additional amount in respect of an Indemnifiable Tax under  Section 2(d)(i)(4) (except in
respect of interest under Section 9(h)) or (B) receive a payment from
which an  amount is required to be
deducted or withheld for or on account of a Tax (except in respect of interest
under  Section 9(h)) and no
additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4)   (other than by reason of Section 2(d)(i)(4)(A) or
(B));


 


(iv)    Tax Event Upon Merger. The party (the “Burdened Party”) on the next succeeding
Scheduled  Settlement Date will either (1) be
required to pay an additional amount in respect of an Indemnifiable Tax  under Section 2(d)(i)(4) (except in
respect of interest under Section 9(h)) or (2) receive a payment
from  which an amount has been deducted
or withheld for or on account of any Tax in respect of which the other  party is not required to pay an additional
amount (other than by reason of Section 2(d)(i)(4)(A) or (B)),
in  either case as a result of a party
consolidating or amalgamating with, or merging with or into, or
transferring  all or substantially all
its assets (or any substantial part of the assets comprising the business conducted
by it  as of the date of this Master
Agreement) to, or reorganising, reincorporating or reconstituting into or
as,   another entity (which will be the
Affected Party) where such action does not constitute a Merger Without  Assumption;


 


(v)     Credit Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule
as  applying to the party, a Designated
Event (as defined below) occurs with respect to such party, any Credit  Support Provider of such party or any
applicable Specified Entity of such party (in each case, “X”) and such  Designated Event does not constitute a Merger
Without Assumption, and the creditworthiness of X or, if  applicable, the successor, surviving or
transferee entity of X, after taking into account any applicable Credit  Support Document, is materially weaker
immediately after the occurrence of such Designated Event than  that of X immediately prior to the occurrence
of such Designated Event (and, in any such event, such party  or its successor, surviving or transferee
entity, as appropriate, will be the Affected Party). A “Designated  Event” with respect to X means that:—


 


(1)       X
consolidates or amalgamates with, or merges with or into, or transfers all or
substantially  all its assets (or any
substantial part of the assets comprising the business conducted by X as of the


 


9

















 


date of this Master Agreement) to, or reorganises,
reincorporates or reconstitutes into or as, another  entity;


 


(2)       any
person, related group of persons or entity acquires directly or indirectly the
beneficial  ownership of (A) equity
securities having the power to elect a majority of the board of directors
(or  its equivalent) of X or (B) any
other ownership interest enabling it to exercise control of X; or


 


(3)       X
effects any substantial change in its capital structure by means of the
issuance,  incurrence or guarantee of
debt or the issuance of (A) preferred stock or other securities
convertible  into or exchangeable for
debt or preferred stock or (B) in the case of entities other than  corporations, any other form of ownership
interest; or


 


(vi)          Additional Termination
Event. If any “Additional
Termination Event” is specified in the Schedule 
or any Confirmation as applying, the occurrence of such event (and, in
such event, the Affected Party or 
Affected Parties will be as specified for such Additional Termination
Event in the Schedule or such 
Confirmation).


 


(c)           Hierarchy of Events.


 


(i)            An event or
circumstance that constitutes or gives rise to an Illegality or a Force Majeure
Event will  not, for so long as that is
the case, also constitute or give rise to an Event of Default under Section 5(a)(i),  5(a)(ii)(1) or 5(a)(iii)(1) insofar
as such event or circumstance relates to the failure to make any payment
or  delivery or a failure to comply with
any other material provision of this Agreement or a Credit Support  Document, as the case may be.


 


(ii)           Except in
circumstances contemplated by clause (i) above, if an event or
circumstance which would  otherwise
constitute or give rise to an Illegality or a Force Majeure Event also
constitutes an Event of  Default or any
other Termination Event, it will be treated as an Event of Default or such
other Termination  Event, as the case may
be, and will not constitute or give rise to an Illegality or a Force Majeure
Event.


 


(iii)          If an event or
circumstance which would otherwise constitute or give rise to a Force Majeure
Event  also constitutes an Illegality, it
will be treated as an Illegality, except as described in clause (ii) above,
and  not a Force Majeure Event.


 


(d)           Deferral of Payments and Deliveries During Waiting
Period.  If an Illegality
or a Force Majeure Event has  occurred
and is continuing with respect to a Transaction, each payment or delivery which
would otherwise be  required to be made
under that Transaction will be deferred to, and will not be due until:—


 


(i)            the first Local
Business Day or, in the case of a delivery, the first Local Delivery Day (or
the first  day that would have been a
Local Business Day or Local Delivery Day, as appropriate, but for the  occurrence of the event or circumstance
constituting or giving rise to that Illegality or Force Majeure Event)  following the end of any applicable Waiting
Period in respect of that Illegality or Force Majeure Event, as  the case may be; or


 


(ii)           if earlier, the
date on which the event or circumstance constituting or giving rise to that
Illegality or  Force Majeure Event ceases
to exist or, if such date is not a Local Business Day or, in the case of a
delivery,  a Local Delivery Day, the
first following day that is a Local Business Day or Local Delivery Day, as  appropriate.


 


(e)           Inability of Head or Home
Office to Perform Obligations of Branch. If (i) an
Illegality or a Force  Majeure Event
occurs under Section 5(b)(i)(1) or 5(b)(ii)(1) and the relevant
Office is not the Affected Party’s head 
or home office, (ii) Section 10(a) applies, (iii) the other party
seeks performance of the relevant obligation or 



 


10

















 


compliance with the
relevant provision by the Affected Party’s head or home office and (iv) the
Affected Party’s head  or home office
fails so to perform or comply due to the occurrence of an event or circumstance
which would, if that  head or home office
were the Office through which the Affected Party makes and receives payments
and deliveries  with respect to the
relevant Transaction, constitute or give rise to an Illegality or a Force
Majeure Event, and such  failure would
otherwise constitute an Event of Default under Section 5(a)(i) or
5(a)(iii)(1) with respect to such party, 
then, for so long as the relevant event or circumstance continues to
exist with respect to both the Office referred to in  Section 5(b)(i)(1) or 5(b)(ii)(1),
as the case may be, and the Affected Party’s head or home office, such failure
will  not constitute an Event of Default
under Section 5(a)(i) or 5(a)(iii)(1).


 


6.             Early Termination; Close-Out
Netting


 


(a)           Right to Terminate Following Event of Default.  If at any time
an Event of Default with respect to a party 
(the “Defaulting Party”) has occurred and is then continuing, the other
party (the “Non-defaulting Party”) may, by not 
more than 20 days notice to the Defaulting Party specifying the relevant
Event of Default, designate a day not earlier 
than the day such notice is effective as an Early Termination Date in
respect of all outstanding Transactions. If, 
however, “Automatic Early Termination” is specified in the Schedule as
applying to a party, then an Early 
Termination Date in respect of all outstanding Transactions will occur
immediately upon the occurrence with respect 
to such party of an Event of Default specified in Section 5(a)(vii)(1),
(3), (5), (6) or, to the extent analogous thereto,  (8), and as of the time immediately preceding
the institution of the relevant proceeding or the presentation of the  relevant petition upon the occurrence with
respect to such party of an Event of Default specified in  Section 5(a)(vii)(4) or, to the
extent analogous thereto, (8).


 


(b)           Right to Terminate
Following Termination Event.


 


(i)      Notice. If a Termination Event other
than a Force Majeure Event occurs, an Affected Party will,  promptly upon becoming aware of it, notify
the other party, specifying the nature of that Termination Event  and each Affected Transaction, and will also
give the other party such other information about that  Termination Event as the other party may
reasonably require. If a Force Majeure Event occurs, each party  will, promptly upon becoming aware of it, use
all reasonable efforts to notify the other party, specifying the  nature of that Force Majeure Event, and will
also give the other party such other information about that  Force Majeure Event as the other party may
reasonably require.


 


(ii)     Transfer to Avoid Termination Event.  If a Tax Event occurs and there is only one
Affected Party  or if a Tax Event Upon
Merger occurs and the Burdened Party is the Affected Party, the Affected Party
will,  as a condition to its right to
designate an Early Termination Date under Section 6(b)(iv), use all
reasonable  efforts (which will not
require such party to incur a loss, other than immaterial, incidental expenses)
to  transfer within 20 days after it
gives notice under Section 6(b)(i) all its rights and obligations
under this  Agreement in respect of the
Affected Transactions to another of its Offices or Affiliates so that such  Termination Event ceases to exist.


 


If the Affected Party is not able
to make such a transfer it will give notice to the other party to that
effect  within such 20 day period,
whereupon the other party may effect such a transfer within 30 days after
the  notice is given under Section 6(b)(i).


 


Any such transfer by a party under
this Section 6(b)(ii) will be subject to and conditional upon the
prior  written consent of the other
party, which consent will not be withheld if such other party’s policies in
effect  at such time would permit it to
enter into transactions with the transferee on the terms proposed.


 


(iii)    Two Affected Parties. If a
Tax Event occurs and there are two Affected Parties, each party will use  all reasonable efforts to reach agreement
within 30 days after notice of such occurrence is given under  Section 6(b)(i) to avoid that
Termination Event.


 


11

















 


(iv)    Right to Terminate.


 


(1)               If:—


 


(A)      a transfer
under Section 6(b)(ii) or an agreement under Section 6(b)(iii),
as the   case may be, has not been
effected with respect to all Affected Transactions within 30 days   after an Affected Party gives notice under Section 6(b)(i);
or


 


(B)       a Credit
Event Upon Merger or an Additional Termination Event occurs, or a Tax  Event Upon Merger occurs and the Burdened
Party is not the Affected Party,


 


the Burdened Party in the case of a
Tax Event Upon Merger, any Affected Party in the case of a  Tax Event or an Additional Termination Event
if there are two Affected Parties, or the Non- 
affected Party in the case of a Credit Event Upon Merger or an
Additional Termination Event if  there is
only one Affected Party may, if the relevant Termination Event is then
continuing, by not  more than 20 days
notice to the other party, designate a day not earlier than the day such notice
is  effective as an Early Termination
Date in respect of all Affected Transactions.


 


(2)     If
at any time an Illegality or a Force Majeure Event has occurred and is then
continuing  and any applicable Waiting
Period has expired:—


 


(A)        Subject
to clause (B) below, either party may, by not more than 20 days notice to  the other party, designate (I) a day not
earlier than the day on which such notice becomes  effective as an Early Termination Date in
respect of all Affected Transactions or (II) by  specifying in that notice the Affected
Transactions in respect of which it is designating the  relevant day as an Early Termination Date, a
day not earlier than two Local Business Days 
following the day on which such notice becomes effective as an Early
Termination Date in  respect of less than
all Affected Transactions.  Upon receipt
of a notice designating an  Early
Termination Date in respect of less than all Affected Transactions, the other
party  may, by notice to the designating
party, if such notice is effective on or before the day so  designated, designate that same day as an
Early Termination Date in respect of any or all 
other Affected Transactions.


 


(B)         An
Affected Party (if the Illegality or Force Majeure Event relates to
performance  by such party or any Credit
Support Provider of such party of an obligation to make any  payment or delivery under, or to compliance
with any other material provision of, the  
relevant Credit Support Document) will only have the right to designate
an Early  Termination Date under Section 6(b)(iv)(2)(A) as
a result of an Illegality under  Section 5(b)(i)(2) or
a Force Majeure Event under Section 5(b)(ii)(2) following the
prior  designation by the other party of
an Early Termination Date, pursuant to  Section 6(b)(iv)(2)(A),
in respect of less than all Affected Transactions.


 


(c)           Effect of Designation.


 


(i)      If
notice designating an Early Termination Date is given under Section 6(a) or
6(b), the Early  Termination Date will
occur on the date so designated, whether or not the relevant Event of Default
or  Termination Event is then continuing.


 


(ii)     Upon the occurrence or effective designation of an Early
Termination Date, no further payments or 
deliveries under Section 2(a)(i) or 9(h)(i) in respect of
the Terminated Transactions will be required to be  made, but without prejudice to the other
provisions of this Agreement. The amount, if any, payable in  respect of an Early Termination Date will be
determined pursuant to Sections 6(e) and 9(h)(ii).


 


12














 


(d)           Calculations; Payment Date.


 


(i)      Statement.  On
or as soon as reasonably practicable following the occurrence of an Early  Termination Date, each party will make the
calculations on its part, if any, contemplated by Section 6(e) and  will provide to the other party a statement (1) showing,
in reasonable detail, such calculations (including any  quotations, market data or information from
internal sources used in making such calculations),  (2) specifying (except where there are
two Affected Parties) any Early Termination Amount payable and  (3) giving details of the relevant
account to which any amount payable to it is to be paid. In the absence of  written confirmation from the source of a
quotation or market data obtained in determining a Close-out  Amount, the records of the party obtaining
such quotation or market data will be conclusive evidence of the  existence and accuracy of such quotation or
market data.


 


(ii)     Payment Date. An
Early Termination Amount due in respect of any Early Termination Date
will,  together with any amount of
interest payable pursuant to Section 9(h)(ii)(2), be payable (1) on
the day on  which notice of the amount
payable is effective in the case of an Early Termination Date which is
designated  or occurs as a result of an
Event of Default and (2) on the day which is two Local Business Days after
the  day on which notice of the amount
payable is effective (or, if there are two Affected Parties, after the day
on  which the statement provided pursuant
to clause (i) above by the second party to provide such a statement
is  effective) in the case of an Early
Termination Date which is designated as a result of a Termination Event.


 


(e)           Payments on Early Termination. If an Early Termination Date occurs, the amount, if any,
payable in  respect of that Early
Termination Date (the “Early Termination Amount”) will be determined pursuant
to this  Section 6(e) and will
be subject to Section 6(f).


 


(i)      Events of Default. If the Early Termination Date results from an Event of
Default, the Early  Termination Amount
will be an amount equal to (1) the sum of (A) the Termination
Currency Equivalent of  the Close-out
Amount or Close-out Amounts (whether positive or negative) determined by the
Non-  defaulting Party for each
Terminated Transaction or group of Terminated Transactions, as the case may
be,  and (B) the Termination
Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party
less  (2) the Termination Currency
Equivalent of the Unpaid Amounts owing to the Defaulting Party. If the
Early  Termination Amount is a positive
number, the Defaulting Party will pay it to the Non-defaulting Party; if
it  is a negative number, the
Non-defaulting Party will pay the absolute value of the Early Termination
Amount  to the Defaulting Party.


 


(ii)     Termination Events.  If the Early Termination Date results from a
Termination Event:—


 


(1)      One Affected Party. Subject to clause (3) below, if
there is one Affected Party, the Early 
Termination Amount will be determined in accordance with Section 6(e)(i),
except that references  to the Defaulting
Party and to the Non-defaulting Party will be deemed to be references to
the  Affected Party and to the
Non-affected Party, respectively.


 


(2)      Two Affected Parties. Subject to clause (3) below, if
there are two Affected Parties, each 
party will determine an amount equal to the Termination Currency
Equivalent of the sum of the  Close-out
Amount or Close-out Amounts (whether positive or negative) for each
Terminated  Transaction or group of
Terminated Transactions, as the case may be, and the Early Termination  Amount will be an amount equal to (A) the
sum of (I) one-half of the difference between the higher  amount so determined (by party “X”) and the
lower amount so determined (by party “Y”) and 
(II) the Termination Currency Equivalent of the Unpaid Amounts
owing to X less (B) the  Termination
Currency Equivalent of the Unpaid Amounts owing to Y.  If the Early Termination  Amount is a positive number, Y will pay it to
X; if it is a negative number, X will pay the absolute  value of the Early Termination Amount to Y.


 


13

















 


(3)      Mid-Market Events. If that Termination Event is an
Illegality or a Force Majeure Event,  
then the Early Termination Amount will be determined in accordance with
clause (1) or (2) above,   as
appropriate, except that, for the purpose of determining a Close-out Amount or
Close-out   Amounts, the Determining
Party will:—


 


(A) if obtaining quotations
from one or more third parties (or from any of the   Determining Party’s Affiliates), ask each
third party or Affiliate (I) not to take account of  the current creditworthiness of the
Determining Party or any existing Credit Support  Document and (II) to provide mid-market
quotations; and


 


(B)   in
any other case, use mid market values without regard to the creditworthiness
of  the Determining Party.


 


(iii)    Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs
because  “Automatic Early Termination”
applies in respect of a party, the Early Termination Amount will be subject
to  such adjustments as are appropriate
and permitted by applicable law to reflect any payments or deliveries  made by one party to the other under this
Agreement (and retained by such other party) during the period  from the relevant Early Termination Date to
the date for payment determined under Section 6(d)(ii).


 


(iv)    Adjustment for Illegality
or Force Majeure Event. The failure by a party or any
Credit Support  Provider of such party to
pay, when due, any Early Termination Amount will not constitute an Event
of  Default under Section 5(a)(i) or
5(a)(iii)(1) if such failure is due to the occurrence of an event or  circumstance which would, if it occurred with
respect to payment, delivery or compliance related to a  Transaction, constitute or give rise to an
Illegality or a Force Majeure Event. 
Such amount will (1) accrue 
interest and otherwise be treated as an Unpaid Amount owing to the other
party if subsequently an Early 
Termination Date results from an Event of Default, a Credit Event Upon
Merger or an Additional  Termination
Event in respect of which all outstanding Transactions are Affected
Transactions and  (2) otherwise
accrue interest in accordance with Section 9(h)(ii)(2).


 


(v)     Pre-Estimate.
The parties agree that an amount recoverable under this Section 6(e) is
a reasonable  pre-estimate of loss and
not a penalty. Such amount is payable for the loss of bargain and the loss
of  protection against future risks, and,
except as otherwise provided in this Agreement, neither party will be  entitled to recover any additional damages as
a consequence of the termination of the Terminated  Transactions.


 


(f)            Set-Off.  Any
Early Termination Amount payable to one party (the “Payee”) by the other party
(the  “Payer”), in circumstances where
there is a Defaulting Party or where there is one Affected Party in the case
where  either a Credit Event Upon Merger
has occurred or any other Termination Event in respect of which all outstanding  Transactions are Affected Transactions has
occurred, will, at the option of the Non-defaulting Party or the Non-  affected Party, as the case may be (“X”) (and
without prior notice to the Defaulting Party or the Affected Party, as the  case may be), be reduced by its set-off against
any other amounts (“Other Amounts”) payable by the Payee to the  Payer (whether or not arising under this
Agreement, matured or contingent and irrespective of the currency, place
of  payment or place of booking of the
obligation).  To the extent that any
Other Amounts are so set off, those Other 
Amounts will be discharged promptly and in all respects.  X will give notice to the other party of any
set-off effected  under this Section 6(f).


 


For this purpose, either the Early
Termination Amount or the Other Amounts (or the relevant portion of such  amounts) may be converted by X into the
currency in which the other is denominated at the rate of exchange at
which  such party would be able, in good
faith and using commercially reasonable procedures, to purchase the
relevant  amount of such currency.


 


14

















 


If an obligation is unascertained, X may
in good faith estimate that obligation and set off in respect of the estimate,  subject to the
relevant party accounting to the other when the obligation is ascertained.


 


Nothing in this Section 6(f) will
be effective to create a charge or other security interest.  This Section 6(f) will be  without
prejudice and in addition to any right of set-off, offset, combination of
accounts, lien, right of retention or 
withholding or similar right or requirement to which
any party is at any time otherwise entitled or subject (whether by  operation of
law, contract or otherwise).


 


7.             Transfer


 


Subject to Section 6(b)(ii),
and to the extent permitted by applicable law, neither this Agreement nor any
interest or  obligation in or under this
Agreement may be transferred (whether by way of security or otherwise) by
either party  without the prior written
consent of the other party, except that:—


 


(a)           a
party may make such a transfer of this Agreement pursuant to a consolidation or
amalgamation with, or  merger with or
into, or transfer of all or substantially all its assets to, another entity
(but without prejudice to any  other
right or remedy under this Agreement); and


 


(b)           a
party may make such a transfer of all or any part of its interest in any Early
Termination Amount payable  to it by a
Defaulting Party, together with any amounts payable on or with respect to that
interest and any other rights  associated
with that interest pursuant to Sections 8, 9(h) and 11.


 


Any purported transfer that is not
in compliance with this Section 7 will be void.


 


8.             Contractual Currency


 


(a)           Payment in the Contractual Currency. Each payment under this Agreement will be made in the
relevant  currency specified in this
Agreement for that payment (the “Contractual Currency”). To the extent
permitted by  applicable law, any
obligation to make payments under this Agreement in the Contractual Currency
will not be  discharged or satisfied by
any tender in any currency other than the Contractual Currency, except to the
extent such  tender results in the actual
receipt by the party to which payment is owed, acting in good faith and
using  commercially reasonable procedures
in converting the currency so tendered into the Contractual Currency, of the
full  amount in the Contractual Currency
of all amounts payable in respect of this Agreement. If for any reason the  amount in the Contractual Currency so
received falls short of the amount in the Contractual Currency payable in  respect of this Agreement, the party required
to make the payment will, to the extent permitted by applicable law,  immediately pay such additional amount in the
Contractual Currency as may be necessary to compensate for the  shortfall. If for any reason the amount in
the Contractual Currency so received exceeds the amount in the Contractual  Currency payable in respect of this
Agreement, the party receiving the payment will refund promptly the amount
of  such excess.


 


(b)           Judgments.
To the extent permitted by applicable law, if any judgment or order expressed
in a currency  other than the Contractual
Currency is rendered (i) for the payment of any amount owing in respect of
this  Agreement, (ii) for the
payment of any amount relating to any early termination in respect of this
Agreement or (iii) in  respect of a
judgment or order of another court for the payment of any amount described in
clause (i) or (ii) above,  the
party seeking recovery, after recovery in full of the aggregate amount to which
such party is entitled pursuant to  the
judgment or order, will be entitled to receive immediately from the other party
the amount of any shortfall of the 
Contractual Currency received by such party as a consequence of sums
paid in such other currency and will refund 
promptly to the other party any excess of the Contractual  Currency received by such party as a
consequence of sums  paid in such other
currency if such shortfall or such excess arises or results from any variation
between the rate of  exchange at which
the Contractual Currency is converted into the currency of the judgment or
order for the purpose  of such judgment
or order and the rate of exchange at which such party is able, acting in good
faith and using


 


15

















 


commercially reasonable procedures in converting the
currency received into the Contractual Currency, to purchase  the Contractual Currency with the amount of
the currency of the judgment or order actually received by such party.


 


 (c)          Separate Indemnities.
To the extent permitted by applicable law, the indemnities in this Section 8  constitute separate and independent
obligations from the other obligations in this Agreement, will be enforceable
as  separate and independent causes of
action, will apply notwithstanding any indulgence granted by the party to
which  any payment is owed and will not
be affected by judgment being obtained or claim or proof being made for any
other  sums payable in respect of this
Agreement.


 


(d)           Evidence of Loss. For the purpose of
this Section 8, it will be sufficient for a party to demonstrate that
it  would have suffered a loss had an
actual exchange or purchase been made.


 


9.             Miscellaneous


 


(a)           Entire Agreement.
This Agreement constitutes the entire agreement and understanding of the
parties with  respect to its subject
matter. Each of the parties acknowledges that in entering into this Agreement
it has not relied  on any oral or written
representation, warranty or other assurance (except as provided for or referred
to in this  Agreement) and waives all
rights and remedies which might otherwise be available to it in respect
thereof, except that  nothing in this
Agreement will limit or exclude any liability of a party for fraud.


 


(b)           Amendments.
An amendment, modification or waiver in respect of this Agreement will only be
effective if  in writing (including a
writing evidenced by a facsimile transmission) and executed by each of the
parties or  confirmed by an exchange of
telexes or by an exchange of electronic messages on an electronic messaging
system.


 


(c)           Survival of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii),
the obligations of the parties  under
this Agreement will survive the termination of any Transaction.


 


(d)           Remedies Cumulative. Except as provided in this Agreement, the rights, powers,
remedies and privileges  provided in this
Agreement are cumulative and not exclusive of any rights, powers, remedies and
privileges provided  by law.


 


(e)           Counterparts and Confirmations.


 


(i)      This
Agreement (and each amendment, modification and waiver in respect of it) may be
executed  and delivered in counterparts
(including by facsimile transmission and by electronic messaging system), each  of which will be deemed an original.


 


(ii)     The parties intend that they are legally bound by the terms of
each Transaction from the moment  they
agree to those terms (whether orally or otherwise). A Confirmation will be
entered into as soon as  practicable and
may be executed and delivered in counterparts (including by facsimile
transmission) or be  created by an
exchange of telexes, by an exchange of electronic messages on an electronic
messaging system  or by an exchange of
e-mails, which in each case will be sufficient for all purposes to evidence a
binding  supplement to this Agreement.
The parties will specify therein or through another effective means that
any  such counterpart, telex, electronic
message or e-mail constitutes a Confirmation.


 


(f)            No Waiver of Rights. A failure or delay in exercising any right, power or
privilege in respect of this  Agreement
will not be presumed to operate as a waiver, and a single or partial exercise
of any right, power or  privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the  exercise of
any other right, power or privilege.


 


(g)           Headings.
The headings used in this Agreement are for convenience of reference only and
are not to affect  the construction of or
to be taken into consideration in interpreting this Agreement.


 


16

















 


(h)           Interest and Compensation.


 


                                                (i)            Prior to Early Termination. Prior to
the occurrence or effective designation of an Early  Termination Date in respect of the relevant
Transaction:—


 


                                                                                                (1)           Interest on Defaulted Payments. If a party defaults in the
performance of any payment  obligation,
it will, to the extent permitted by applicable law and subject to Section 6(c),
pay interest  (before as well as after
judgment) on the overdue amount to the other party on demand in the same  currency as the overdue amount, for the
period from (and including) the original due date for  payment to (but excluding) the date of actual
payment (and excluding any period in respect of 
which interest or compensation in respect of the overdue amount is due
pursuant to clause (3)(B) or  (C) below),
at the Default Rate.


 


                                                                                                (2)           Compensation for Defaulted Deliveries. If a party defaults
in the performance of any  obligation
required to be settled by delivery, it will on demand (A) compensate the
other party to  the extent provided for
in the relevant Confirmation or elsewhere in this Agreement and (B) unless  otherwise provided in the relevant
Confirmation or elsewhere in this Agreement, to the extent  permitted by applicable law and subject to Section 6(c),
pay to the other party interest (before as 
well as after judgment) on an amount equal to the fair market value of
that which was required to be  delivered
in the same currency as that amount, for the period from (and including) the
originally  scheduled date for delivery
to (but excluding) the date of actual delivery (and excluding any period  in respect of which interest or compensation
in respect of that amount is due pursuant to clause (4)  below), at the
Default Rate. The fair market value of any obligation referred to above will
be  determined as of the originally
scheduled date for delivery, in good faith and using commercially  reasonable procedures, by the party that was
entitled to take delivery.


 


                                                                                                (3)           Interest on Deferred Payments. If:—


 


(A)          a party does not pay any amount that,
but for Section 2(a)(iii), would have been 
payable, it will, to the extent permitted by applicable law and subject
to Section 6(c) and  clauses (B) and
(C) below, pay interest (before as well as after judgment) on that
amount  to the other party on demand
(after such amount becomes payable) in the same currency as  that amount, for the period from (and
including) the date the amount would, but for 
Section 2(a)(iii), have been payable to (but excluding) the date
the amount actually  becomes payable, at
the Applicable Deferral Rate;


 


(B)           a payment is deferred pursuant to Section 5(d),
the party which would otherwise  have
been required to make that payment will, to the extent permitted by applicable
law,  subject to Section 6(c) and
for so long as no Event of Default or Potential Event of Default  with respect to that party has occurred and
is continuing, pay interest (before  as
well as  after judgment) on the amount of
the deferred payment to the other party on demand (after  such amount becomes payable) in the same
currency as the deferred payment, for the 
period from (and including) the date the amount would, but for Section 5(d),
have been  payable to (but excluding) the
earlier of the date the payment is no longer deferred  pursuant to Section 5(d) and the
date during the deferral period upon which an Event of  Default or Potential Event of Default with
respect to that party occurs, at the Applicable 
Deferral Rate; or


 


(C)           a party fails to make any payment due
to the occurrence of an Illegality or a Force 
Majeure Event (after giving effect to any deferral period contemplated
by clause (B)  above), it will, to the extent permitted by applicable law,
subject to Section 6(c) and for so 
long as the event or circumstance giving rise to that Illegality or
Force Majeure Event


 


17

















 


continues and no
Event of Default or Potential Event of Default with respect to that party  has occurred and is continuing, pay interest
(before as well as after judgment) on the 
overdue amount to the other party on demand in the same currency as the
overdue amount,  for the period from (and
including) the date the party fails to make the payment due to the  occurrence of the relevant Illegality or
Force Majeure Event (or, if later, the date the 
payment is no longer deferred pursuant to Section 5(d)) to (but
excluding) the earlier of the  date the
event or circumstance giving rise to that Illegality or Force Majeure Event
ceases  to exist and the date during the
period upon which an Event of Default or Potential Event  of Default with respect to that party occurs
(and excluding any period in respect of which 
interest or compensation in respect of the overdue amount is due
pursuant to clause (B)  above), at the Applicable Deferral Rate.


 


                                                                                                (4)           Compensation for Deferred Deliveries. If:—


 


(A)          a party does not perform any
obligation that, but for Section 2(a)(iii), would have  been required to be settled by delivery;


 


(B)           a delivery is deferred pursuant to Section 5(d);
or


 


(C)           a party fails to make a delivery due
to the occurrence of an Illegality or a Force 
Majeure Event at a time when any applicable Waiting Period has expired,


 


                                                                                                the party required (or that would
otherwise have been required) to make the delivery will, to the  extent permitted by applicable law and
subject to Section 6(c), compensate and pay interest to the  other party on demand (after, in the case of
clauses (A) and (B) above, such delivery is required) if  and to the extent provided for in the
relevant Confirmation or elsewhere in this Agreement


 


                                                (ii)           Early Termination. Upon the
occurrence or effective designation of an Early Termination Date in  respect of a Transaction:—


 


                                                                                                (1)           Unpaid Amounts. For the purpose of determining an Unpaid
Amount in respect of the  relevant
Transaction, and to the extent permitted by applicable law, interest will
accrue on the  amount of any payment
obligation or the amount equal to the fair market value of any obligation  required to be settled by delivery included
in such determination in the same currency as that  amount, for the period from (and including)
the date the relevant obligation was (or would have  been but for Section 2(a)(iii) or
5(d)) required to have been performed to (but excluding) the  relevant Early Termination Date, at the
Applicable Close-out Rate.


 


                                                                                                (2)           Interest on Early Termination Amounts. If an Early
Termination Amount is due in respect  of
such Early Termination Date, that amount will, to the extent permitted by
applicable law, be paid  together with
interest (before as well as after judgment) on that amount in the
Termination  Currency, for the period
from (and including) such Early Termination Date to (but excluding) the  date the amount is paid, at the Applicable
Close-out Rate.


 


                                                (iii)          Interest Calculation.  Any interest pursuant to this Section 9(h) will
be calculated on the basis of  daily
compounding and the actual number of days elapsed.


 


18

















 


 10.         Offices;
Multibranch Parties


 


(a)           If Section 10(a) is
specified in the Schedule as applying, each party that enters into a
Transaction through an  Office other than
its head or home office represents to and agrees with the other party that,
notwithstanding the place  of booking or
its jurisdiction of incorporation or organisation, its obligations are the same
in terms of recourse against  it as if it
had entered into the Transaction through its head or home office, except that a
party will not have recourse  to the head
or home office of the other party in respect of any payment or delivery
deferred pursuant to Section 5(d)  for so long as the payment or
delivery is so deferred. This representation and agreement will be deemed to
be  repeated by each party on each date
on which the parties enter into a Transaction.


 


 (b)          If a party is specified as a
Multibranch Party in the Schedule, such party may, subject to clause (c) below,   enter into a Transaction through, book a
Transaction in and make and receive payments and deliveries with respect
to  a Transaction through any Office
listed in respect of that party in the Schedule (but not any other Office
unless  otherwise agreed by the parties
in writing).


 


(c)           The
Office through which a party enters into a Transaction will be the Office
specified for that party in the  relevant
Confirmation or as otherwise agreed by the parties in writing, and, if an
Office for that party is not specified 
in the Confirmation or otherwise agreed by the parties in writing, its
head or home office. Unless the parties 
otherwise agree in writing, the Office through which a party enters into
a Transaction will also be the Office in which 
it books the Transaction and the Office through which it makes and
receives payments and deliveries with respect to  the Transaction. Subject to Section 6(b)(ii),
neither party may change the Office in which it books the Transaction or  the Office through which it makes and
receives payments or deliveries with respect to a Transaction without the
prior  written consent of the other
party.


 


11.          Expenses


 


A Defaulting Party will on demand
indemnify and hold harmless the other party for and against all reasonable
out-of-pocket expenses, including legal fees, execution fees and Stamp Tax,
incurred by such other party by reason of the 
enforcement and protection of its rights under this Agreement or any
Credit Support Document to which the 
Defaulting Party is a party or by reason of the early termination of any
Transaction, including, but not limited to, costs of collection.


 


12.          Notices


 


(a)           Effectiveness.
Any notice or other communication in respect of this Agreement may be given in
any manner  described below (except that
a notice or other communication under Section 5 or 6 may not be given by
electronic  messaging system or e-mail)
to the address or number or in accordance with the electronic messaging system
or  e-mail details provided (see the
Schedule) and will be deemed effective as indicated:—


 


(i)      if
in writing and delivered in person or by courier, on the date it is delivered;


 


(ii)     if sent by telex, on the date the recipient’s answerback is
received;


 


(iii)    if sent by facsimile transmission, on the date it is received by
a responsible employee of the  recipient
in legible form (it being agreed that the burden of proving receipt will be on
the sender and will not  be met by a
transmission report generated by the sender’s facsimile machine);


 


(iv)    if sent by certified or registered mail (airmail, if overseas) or
the equivalent (return receipt 
requested), on the date it is delivered or its delivery is attempted;


 


(v)     if
sent by electronic messaging system, on the date it is received; or


 


19

















 


(vi)    if sent by e-mail, on the date it is delivered,


 


unless the date of that delivery
(or attempted delivery) or that receipt, as applicable, is not a Local Business
Day or  that communication is delivered
(or attempted) or received, as applicable, after the close of business on a
Local  Business Day, in which case that
communication will be deemed given and effective on the first following day
that is  a Local Business Day.


 


(b)           Change of Details. Either party may by notice to the other change the
address, telex or facsimile number or 
electronic messaging system or e-mail details at which notices or other
communications are to be given to it.


 


13.          Governing Law and Jurisdiction


 


(a)           Governing Law.
This Agreement will be governed by and construed in accordance with the law
specified in  the Schedule.


 


(b)           Jurisdiction.
With respect to any suit, action or proceedings relating to any dispute arising
out of or in  connection with this
Agreement (“Proceedings”), each party irrevocably:—


 


(i)      submits:—


 


(1)         if
this Agreement is expressed to be governed by English law, to (A) the
non-exclusive  jurisdiction of the
English courts if the Proceedings do not involve a Convention Court and (B) the  exclusive jurisdiction of the English courts
if the Proceedings do involve a Convention Court; or


 


(2)         if
this Agreement is expressed to be governed by the laws of the State of New
York, to the  non-exclusive jurisdiction
of the courts of the State of New York and the United States District  Court located in the Borough of Manhattan in
New York City;


 


(ii)     waives any objection which it may have at any time to the laying
of venue of any Proceedings  brought in
any such court, waives any claim that such Proceedings have been brought in an
inconvenient  forum and further waives
the right to object, with respect to such Proceedings, that such court does not
have  any jurisdiction over such party;
and


 


(iii)    agrees, to the extent permitted by applicable law, that the
bringing of Proceedings in any one or 
more jurisdictions will not preclude the bringing of Proceedings in any
other jurisdiction.


 


(c)           Service of Process. Each party irrevocably appoints the Process Agent, if any,
specified opposite its name  in the
Schedule to receive, for it and on its behalf, service of process in any
Proceedings. If for any reason any  party’s
Process Agent is unable to act as such, such party will promptly notify the
other party and within 30 days  appoint a
substitute process agent acceptable to the other party. The parties irrevocably
consent to service of process  given in
the manner provided for notices in Section 12(a)(i), 12(a)(iii) or
12(a)(iv). Nothing in this Agreement will 
affect the right of either party to serve process in any other manner
permitted by applicable law.


 


(d)           Waiver of Immunities. Each party irrevocably waives, to the extent permitted by
applicable law, with  respect to itself
and its revenues and assets (irrespective of their use or intended use), all
immunity on the grounds of  sovereignty
or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, or  order for specific performance or recovery of
property, (iv) attachment of its assets (whether before or after  judgment) and (v) execution or
enforcement of any judgment to which it or its revenues or assets might
otherwise be  entitled in any Proceedings
in the courts of any jurisdiction and irrevocably agrees, to the extent
permitted by  applicable law, that it will
not claim any such immunity in any Proceedings.


 


20

















 


14.          Definitions


 


As used in this Agreement:—


 


“Additional Representation”
has the meaning specified in Section 3.


 


“Additional Termination
Event” has the meaning specified in Section 5(b).


 


“Affected Party” has the meaning
specified in Section 5(b).


 


“Affected Transactions” means (a) with
respect to any Termination Event consisting of an Illegality, Force
Majeure  Event Tax Event or Tax Event
Upon Merger, all Transactions affected by the occurrence of such Termination
Event  (which, in the case of an
Illegality under Section 5(b)(i)(2) or a Force Majeure Event under Section 5(b)(ii)(2),
means  all Transactions unless the
relevant Credit Support Document references only certain Transactions, in which
case  those Transactions and, if the
relevant Credit Support Document constitutes a Confirmation for a Transaction,
that  Transaction) and (b) with
respect to any other Termination Event, all Transactions.


 


“Affiliate” means, subject to the
Schedule, in relation to any person, any entity controlled, directly or
indirectly, by  the person, any entity
that controls, directly or indirectly, the person or any entity directly or
indirectly under common  control with the
person. For this purpose, “control” of any entity or person means ownership of
a majority of the  voting power of the
entity or person.


 


“Agreement” has the meaning
specified in Section 1(c).


 


“Applicable Close-out Rate” means:—


 


(a)     in respect of the determination of an
Unpaid Amount:—


 


(i)          in
respect of obligations payable or deliverable (or which would have been but for
Section 2(a)(iii))  by a Defaulting
Party, the Default Rate;


 


(ii)         in
respect of obligations payable or deliverable (or which would have been but for
Section 2(a)(iii))   by a
Non-defaulting Party, the Non-default Rate;


 


(iii)        in
respect of obligations deferred pursuant to Section 5(d), if there is no
Defaulting Party and for so  long as the
deferral period continues, the Applicable Deferral Rate; and


 


(iv)        in
all other cases following the occurrence of a Termination Event (except where
interest accrues  pursuant to clause (iii) above),
the Applicable Deferral Rate; and


 


(b)     in respect of an Early Termination Amount:—


 


(i)          for
the period from (and including) the relevant Early Termination Date to (but
excluding) the date  (determined in
accordance with Section 6(d)(ii)) on which that amount is payable:—


 


(1)           if
the Early Termination Amount is payable by a Defaulting Party, the Default
Rate;


 


(2)           if
the Early Termination Amount is payable by a Non-defaulting Party, the
Non-default  Rate; and


 


(3)           in
all other cases, the Applicable Deferral Rate; and


 


21

















 


(ii)         for
the period from (and including) the date (determined in accordance with Section 6(d)(ii) on  which that amount is payable to (but
excluding) the date of actual payment:—


 


(1)           if
a party fails to pay the Early Termination Amount due to the occurrence of an
event or  circumstance which would, if it
occurred with respect to a payment or delivery under a Transaction,  constitute or give rise to an Illegality or a
Force Majeure Event, and for so long as the Early  Termination Amount remains unpaid due to the
continuing existence of such event or circumstance,  the Applicable Deferral Rate;


 


(2)           if
the Early Termination Amount is payable by a Defaulting Party (but excluding
any  period in respect of which clause (1) above
applies), the Default Rate;


 


(3)           if
the Early Termination Amount is payable by a Non-defaulting Party (but
excluding any  period in respect of which
clause (1) above applies), the Non-default Rate; and


 


(4)           in
all other cases, the Termination Rate.


 


“Applicable
Deferral Rate” means:—


 


(a)           for the purpose of Section 9(h)(i)(3)(A),
the rate certified by the relevant payer to be a rate offered to the  payer by a major bank in a relevant interbank
market for overnight deposits in the applicable currency, such bank to  be selected in good faith by the payer for
the purpose of obtaining a representative rate that will reasonably
reflect   conditions prevailing at the
time in that relevant market;


 


(b)           for purposes of Section 9(h)(i)(3)(B) and
clause (a)(iii) of the definition of Applicable Close-out Rate, the  rate certified by the relevant payer to be a
rate offered to prime banks by a major bank in a relevant interbank market  for overnight deposits in the applicable
currency, such bank to be selected in good faith by the payer after  consultation with the other party, if
practicable, for the purpose of obtaining a representative rate that will
reasonably  reflect conditions prevailing
at the time in that relevant market; and


 


(c)           for purposes of Section 9(h)(i)(3)(C) and
clauses (a)(iv), (b)(i)(3) and (b)(ii)(1) of the definition of  Applicable Close-out Rate, a rate equal to
the arithmetic mean of the rate determined pursuant to clause (a) above
and  a rate per annum equal to the cost
(without proof or evidence of any actual cost) to the relevant payee (as
certified by  it) if it were to fund or
of funding the relevant amount.


 


“Automatic
Early Termination” has the meaning specified in Section 6(a).


 


“Burdened Party” has the meaning
specified in Section 5(b)(iv).


 


“Change in Tax Law” means the enactment,
promulgation, execution or ratification of, or any change in or  amendment to, any law (or in the application
or official interpretation of any law) that occurs after the parties enter  into the relevant Transaction.


 


“Close-out Amount” means, with respect to
each Terminated Transaction or each group of Terminated Transactions  and a Determining Party, the amount of the
losses or costs of the Determining Party that are or would be incurred  under then prevailing circumstances
(expressed as a positive number) or gains of the Determining Party that are or  would be realised under then prevailing
circumstances (expressed as a negative number) in replacing, or in
providing  for the Determining Party the
economic equivalent of, (a) the material terms of that Terminated
Transaction or group  of Terminated
Transactions, including the payments and deliveries by the parties under Section 2(a)(i) in
respect of  that Terminated Transaction
or group of Terminated Transactions that would, but for the occurrence of the
relevant  Early Termination Date, have
been required after that date (assuming satisfaction of the conditions precedent
in


 


22

















 


Section 2(a)(iii)) and (b) the
option rights of the parties in respect of that Terminated Transaction or group
of  Terminated Transactions.


 


Any Close-out Amount will be
determined by the Determining Party (or its agent), which will act in good
faith and  use commercially reasonable
procedures in order to produce a commercially reasonable result. The
Determining  Party may determine a
Close-out Amount for any group of Terminated Transactions or any individual
Terminated  Transaction but, in the
aggregate, for not less than all Terminated Transactions. Each Close-out Amount
will be  determined as of the Early
Termination Date or, if that would not be commercially reasonable, as of the
date or dates  following the Early
Termination Date as would be commercially reasonable.


 


Unpaid Amounts in respect of a
Terminated Transaction or group of Terminated Transactions and legal fees and
out-  of-pocket expenses referred to in Section 11
are to be excluded in all determinations of Close-out Amounts.


 


In determining a Close-out Amount,
the Determining Party may consider any relevant information, including,
without  limitation, one or more of the
following types of information:—


 


(i)            quotations
(either firm or indicative) for replacement transactions supplied by one or
more third parties that  may take into
account the creditworthiness of the Determining Party at the time the quotation
is provided and the  terms of any
relevant documentation, including credit support documentation, between the
Determining Party and the  third party
providing the quotation;


 


(ii)           information consisting of relevant market data in the
relevant market supplied by one or more third parties  including, without limitation, relevant rates,
prices, yields, yield curves, volatilities, spreads, correlations or other  relevant market data in the relevant market;
or


 


(iii)          information of the types described in clause (i) or (ii) above
from internal sources (including any of the 
Determining Party’s Affiliates) if that information is of the same type
used by the Determining Party in the regular 
course of its business for the valuation of similar transactions.


 


The Determining Party will
consider, taking into account the standards and procedures described in this
definition,  quotations pursuant to
clause (i) above or relevant market data pursuant to clause (ii) above
unless the Determining  Party reasonably
believes in good faith that such quotations or relevant market data are not
readily available or would  produce a
result that would not satisfy those standards. When considering information
described in clause (i), (ii) or  (iii) above,
the Determining Party may include costs of funding, to the extent costs of
funding are not and would not  be a
component of the other information being utilised. Third parties supplying
quotations pursuant to clause (i)  above or market data pursuant to clause
(ii) above may include, without limitation, dealers in the relevant
markets,  end-users of the relevant
product, information vendors, brokers and other sources of market information.


 


Without duplication of amounts
calculated based on information described in clause (i), (ii) or (iii) above,
or other  relevant information, and when
it is commercially reasonable to do so, the Determining Party may in
addition  consider in calculating a
Close-out Amount any loss or cost incurred in connection with its terminating,
liquidating or  re-establishing any hedge
related to a Terminated Transaction or group of Terminated Transactions (or any
gain  resulting from any of them).


 


Commercially reasonable procedures
used in determining a Close-out Amount may include the following:—


 


(1)           application
to relevant market data from third parties pursuant to clause (ii) above
or information from  internal sources
pursuant to clause (iii) above of pricing or other valuation models that
are, at the time of the  determination of
the Close-out Amount, used by the Determining Party in the regular course of
its business in pricing  or valuing
transactions between the Determining Party and unrelated third parties that are
similar to the Terminated  Transaction or
group of Terminated Transactions; and


 


23

















 


(2)           application
of different valuation methods to Terminated Transactions or groups of
Terminated Transactions  depending on the
type, complexity, size or number of the Terminated Transactions or group of
Terminated  Transactions.


 


“Confirmation” has the meaning
specified in the preamble.


 


“consent” includes a consent,
approval, action, authorisation, exemption, notice, filing, registration or
exchange  control consent.


 


“Contractual Currency” has the meaning
specified in Section 8(a).


 


“Convention Court” means any court which
is bound to apply to the Proceedings either Article 17 of the 1968  Brussels Convention on Jurisdiction and the
Enforcement of Judgments in Civil and Commercial Matters or  Article 17 of the 1988 Lugano Convention
on Jurisdiction and the Enforcement of Judgments in Civil and  Commercial Matters.


 


“Credit Event Upon Merger” has the meaning
specified in Section 5(b).


 


“Credit Support Document” means any agreement
or instrument that is specified as such in this Agreement.


 


“Credit Support Provider” has the meaning
specified in the Schedule.


 


“Cross-Default” means the event
specified in Section 5(a)(vi).


 


“Default Rate” means a rate per
annum equal to the cost (without proof or evidence of any actual cost) to
the  relevant payee (as certified by it)
if it were to fund or of funding the relevant amount plus 1% per annum.


 


“Defaulting Party” has the meaning
specified in Section 6(a).


 


“Designated Event” has the meaning
specified in Section 5(b)(v).


 


“Determining Party” means the party
determining a Close-out Amount.


 


“Early Termination Amount”
has the meaning specified in Section 6(e).


 


“Early Termination Date” means the date
determined in accordance with Section 6(a) or 6(b)(iv).


 


“electronic messages” does not include
e-mails but does include documents expressed in markup languages, and  “electronic messaging
system” will be construed accordingly.


 


“English law” means the law of
England and Wales, and “English” will
be construed accordingly.


 


“Event of Default” has the meaning
specified in Section 5(a) and, if applicable, in the Schedule.


 


“Force Majeure Event” has the meaning
specified in Section 5(b).


 


“General Business Day” means a day on which
commercial banks are open for general business (including dealings  in foreign exchange and foreign currency
deposits).


 


“Illegality” has the meaning
specified in Section 5(b).


 


24

















 


“Indemnifiable Tax” means any Tax other
than a Tax that would not be imposed in respect of a payment under this  Agreement but for a present or former connection
between the jurisdiction of the government or taxation authority  imposing such Tax and the recipient of such
payment or a person related to such recipient (including, without  limitation, a connection arising from such
recipient or related person being or having been a citizen or resident of  such jurisdiction, or being or having been
organised, present or engaged in a trade or business in such jurisdiction,
or  having or having had a permanent
establishment or fixed place of business in such jurisdiction, but excluding
a  connection arising solely from such
recipient or related person having executed, delivered, performed its
obligations  or received a payment under,
or enforced, this Agreement or a Credit Support Document).


 


“law” includes any treaty,
law, rule or regulation (as modified, in the case of tax matters, by the
practice of any  relevant governmental
revenue authority), and “unlawful”
will be construed accordingly.


 


“Local Business Day” means (a) in
relation to any obligation under Section 2(a)(i), a General Business Day
in the  place or places specified in the
relevant Confirmation and a day on which a relevant settlement system is open
or  operating as specified in the
relevant Confirmation or, if a place or a settlement system is not so specified,
as  otherwise agreed by the parties in
writing or determined pursuant to provisions contained, or incorporated by  reference, in this Agreement, (b) for
the purpose of determining when a Waiting Period expires, a General
Business  Day in the place where the
event or circumstance that constitutes or gives rise to the Illegality or Force
Majeure  Event, as the case may be,
occurs, (c) in relation to any other payment, a General Business Day in
the place where the  relevant account is
located and, if different, in the principal financial centre, if any, of the
currency of such payment,   and, if that
currency does not have a single recognised principal financial centre, a day on
which the settlement  system necessary to
accomplish such payment is open, (d) in relation to any notice or other
communication, including  notice
contemplated under Section 5(a)(i), a General Business Day (or a day that
would have been a General  Business Day
but for the occurrence of an event or circumstance which would, if it occurred
with respect to payment,  delivery or
compliance related to a Transaction, constitute or give rise to an Illegality
or a Force Majeure Event) in  the place
specified in the address for notice provided by the recipient and, in the case
of a notice contemplated by  Section 2(b),
in the place where the relevant new account is to be located and (e) in
relation to Section 5(a)(v)(2), a 
General Business Day in the relevant locations for performance with
respect to such Specified Transaction.


 


“Local Delivery Day” means, for purposes of
Sections 5(a)(i) and 5(d), a day on which settlement systems
necessary  to accomplish the relevant
delivery are generally open for business so that the delivery is capable of
being  accomplished in accordance with
customary market practice, in the place specified in the relevant Confirmation
or, if  not so specified, in a location
as determined in accordance with customary market practice for the relevant
delivery.


 


“Master Agreement” has the meaning
specified in the preamble.


 


“Merger Without Assumption”
means the event specified in Section 5(a)(viii).


 


“Multiple Transaction
Payment Netting” has the meaning specified in Section 2(c).


 


“Non-affected Party” means, so long as
there is only one Affected Party, the other party.


 


“Non-default Rate” means the rate
certified by the Non-defaulting Party to be a rate offered to the
Non-defaulting  Party by a major bank in
a relevant interbank market for overnight deposits in the applicable currency,
such bank to  be selected in good faith
by the Non-defaulting Party for the purpose of obtaining a representative rate
that will  reasonably reflect conditions
prevailing at the time in that relevant market.


 


“Non-defaulting Party” has the meaning
specified in Section 6(a).


 


“Office” means a branch or
office of a party, which may be such party’s head or home office.


 


“Other Amounts” has the meaning
specified in Section 6(f).


 


25

















 


“Payee” has the meaning
specified in Section 6(f).


 


“Payer” has the meaning
specified in Section 6(f).


 


“Potential Event of
Default” means any event which, with the giving of notice or the
lapse of time or both, would  constitute
an Event of Default.


 


“Proceedings” has the meaning
specified in Section 13(b).


 


“Process Agent” has the meaning
specified in the Schedule.


 


“rate of exchange” includes, without
limitation, any premiums and costs of exchange payable in connection with
the  purchase of or conversion into the
Contractual Currency.


 


“Relevant Jurisdiction” means, with respect
to a party, the jurisdictions (a) in which the party is incorporated,  organised, managed and controlled or
considered to have its seat, (b) where an Office through which the party
is  acting for purposes of this Agreement
is located, (c) in which the party executes this Agreement and (d) in
relation to  any payment, from or through
which such payment is made.


 


“Schedule” has the meaning
specified in the preamble.


 


“Scheduled Settlement Date” means a date on which
a payment or delivery is to be made under Section 2(a)(i) with  respect to a Transaction.


 


“Specified Entity” has the meaning
specified in the Schedule.


 


“Specified Indebtedness” means, subject to the
Schedule, any obligation (whether present or future, contingent or  otherwise, as principal or surety or
otherwise) in respect of borrowed money.


 


“Specified Transaction” means, subject to the
Schedule, (a) any transaction (including an agreement with respect to  any such transaction) now existing or
hereafter entered into between one party to this Agreement (or any Credit  Support Provider of such party or any
applicable Specified Entity of such party) and the other party to this
Agreement  (or any Credit Support
Provider of such other party or any applicable Specified Entity of such other
party) which is  not a Transaction under
this Agreement but (i) which is a rate swap transaction, swap option,
basis swap, forward rate  transaction,
commodity swap, commodity option, equity or equity index swap, equity or equity
index option, bond  option, interest rate
option, foreign exchange transaction, cap transaction, floor transaction,
collar transaction,  currency swap
transaction, cross-currency rate swap transaction, currency option, credit
protection transaction, credit  swap,
credit default swap, credit default option, total return swap, credit spread
transaction, repurchase transaction,  
reverse repurchase transaction, buy/sell-back transaction, securities
lending transaction, weather index transaction or  forward purchase or sale of a security,
commodity or other financial instrument or interest (including any option
with  respect to any of these
transactions) or (ii) which is a type of transaction that is similar to
any transaction referred to  in clause (i) above
that is currently, or in the future becomes, recurrently entered into in the
financial markets  (including terms and
conditions incorporated by reference in such agreement) and which is a forward,
swap, future,  option or other derivative
on one or more rates, currencies, commodities, equity securities or other
equity  instruments, debt securities or
other debt instruments, economic indices or measures of economic risk or value,
or  other benchmarks against which
payments or deliveries are to be made, (b) any combination of these transactions
and  (c) any other transaction
identified as a Specified Transaction in this Agreement or the relevant
confirmation.


 


“Stamp Tax” means any stamp,
registration, documentation or similar tax.


 


“Stamp Tax Jurisdiction” has the meaning
specified in Section 4(e).


 


26

















 


“Tax” means any present or
future tax, levy, impost, duty, charge, assessment or fee of any nature
(including interest,  penalties and
additions thereto) that is imposed by any government or other taxing authority
in respect of any  payment under this
Agreement other than a stamp, registration, documentation or similar tax.


 


“Tax Event” has the meaning
specified in Section 5(b).


 


“Tax Event Upon Merger” has the meaning
specified in Section 5(b).


 


“Terminated Transactions” means, with respect
to any Early Termination Date (a) if resulting from an Illegality or  a Force Majeure Event, all Affected
Transactions specified in the notice given pursuant to Section 6(b)(iv), (b) if  resulting from any other Termination Event,
all Affected Transactions and (c) if resulting from an Event of
Default,  all Transactions in effect
either immediately before the effectiveness of the notice designating that
Early Termination  Date or, if Automatic
Early Termination applies, immediately before that Early Termination Date.


 


“Termination Currency” means (a) if a
Termination Currency is specified in the Schedule and that currency is
freely  available, that currency, and (b) otherwise,
euro if this Agreement is expressed to be governed by English law or  United States Dollars if this Agreement is
expressed to be governed by the laws of the State of New York.


 


“Termination Currency
Equivalent” means, in respect of any amount denominated in the
Termination Currency,  such Termination
Currency amount and, in respect of any amount denominated in a currency other
than the  Termination Currency (the “Other
Currency”), the amount in the Termination Currency determined by the party  making the relevant determination as being
required to purchase such amount of such Other Currency as at the  relevant Early Termination Date, or, if the
relevant Close-out Amount is determined as of a later date, that later date,  with the Termination Currency at the rate
equal to the spot exchange rate of the foreign exchange agent (selected as  provided below) for the purchase of such
Other Currency with the Termination Currency at or about 11:00 a.m.
(in  the city in which such foreign
exchange agent is located) on such date as would be customary for the
determination of  such a rate for the
purchase of such Other Currency for value on the relevant Early Termination
Date or that later  date. The foreign
exchange agent will, if only one party is obliged to make a determination under
Section 6(e), be  selected in good
faith by that party and otherwise will be agreed by the parties.


 


“Termination Event” means an Illegality,
a Force Majeure Event, a Tax Event, a Tax Event Upon Merger or, if  specified to be applicable, a Credit Event
Upon Merger or an Additional Termination Event.


 


“Termination Rate” means a rate per
annum equal to the arithmetic mean of the cost (without proof or evidence
of  any actual cost) to each party (as
certified by such party) if it were to fund or of funding such amounts.


 


“Threshold Amount” means the amount, if
any, specified as such in the Schedule.


 


“Transaction” has the meaning
specified in the preamble.


 


“Unpaid Amounts” owing to any party
means, with respect to an Early Termination Date, the aggregate of (a) in  respect of all Terminated Transactions, the
amounts that became payable (or that would have become payable but for  Section 2(a)(iii) or due but for Section 5(d))
to such party under Section 2(a)(i) or 2(d)(i)(4) on or prior to
such Early  Termination Date and which
remain unpaid as at such Early Termination Date, (b) in respect of each
Terminated  Transaction, for each
obligation under Section 2(a)(i) which was (or would have been but
for Section 2(a)(iii) or  5(d))
required to be settled by delivery to such party on or prior to such Early
Termination Date and which has not  been
so settled as at such Early Termination Date, an amount equal to the fair
market value of that which was (or  would
have been) required to be delivered and (c) if the Early Termination Date
results from an Event of Default, a 
Credit Event Upon Merger or an Additional Termination Event in respect
of which all outstanding Transactions are 
Affected Transactions, any Early Termination Amount due prior to such
Early Termination Date and which remains 
unpaid as of such Early Termination Date, in each case together with any
amount of interest accrued or other


 


27

















 


compensation in respect of that
obligation or deferred obligation, as the case may be, pursuant to Section 9(h)(ii)(1) 
or (2), as appropriate.  The fair market
value of any obligation referred to in clause (b) above will be determined
as of  the originally scheduled date for
delivery, in good faith and using commercially reasonable procedures, by the
party  obliged to make the determination
under Section 6(e) or, if each party is so obliged, it will be the
average of the  Termination Currency
Equivalents of the fair market values so determined by both parties.


 


“Waiting Period” means:—


 


(a)           in
respect of an event or circumstance under Section 5(b)(i), other than in
the case of Section 5(b)(i)(2)  
where the relevant payment, delivery or compliance is actually required
on the relevant day (in which case no 
Waiting Period will apply), a period of three Local Business Days (or
days that would have been Local Business 
Days but for the occurrence of that event or circumstance) following the
occurrence of that event or circumstance; 
and


 


(b)           in
respect of an event or circumstance under Section 5(b)(ii), other than in
the case of Section 5(b)(ii)(2)  
where the relevant payment, delivery or compliance is actually required
on the relevant day (in which case no 
Waiting Period will apply), a period of eight Local Business Days (or
days that would have been Local Business 
Days but for the occurrence of that event or circumstance) following the
occurrence of that event or circumstance.


 


IN WITNESS WHEREOF the parties have
executed this document on the respective dates specified below with  effect from the date specified on the first page of
this document.


 


 


	
  JPMORGAN
  CHASE BANK

  NATIONAL
  ASSOCIATION

  	
   

  	
  TRIMAS
  CORPORATION

  



 


 




	
  By: 

  	
  /s/ Melissa McMahon 

  	
   

  	
  By:

  	
  /s/ Robert J. Zalupski

  
	
   

  	
  Name:  Melissa McMahon 

  	
   

  	
   

  	
  Name:  Robert J. Zalupski 

  
	
   

  	
  Title:  Managing Director and Associate 

  	
   

  	
   

  	
  Title:  VP Finance & Treasurer 

  
	
   

  	
  General Counsel 

  	
   

  	
   

  	
  Date:  4/28/08

  
	
   

  	
  Date:  6/9/08

  	
   

  	
   

  	
   

  






 


28














 


SCHEDULE


to the


2002
MASTER AGREEMENT


 


dated as
of April 29, 2008


 


between


 


	
  JPMORGAN
  CHASE BANK,

  NATIONAL ASSOCIATION

  (“Party
  A”)

  	
  and

  	
  TRIMAS CORPORATION

  (“Party
  B”)

  



 


PART 1


 


Termination Provisions


 


	
  (1)

  	
  “Specified Entity”
  means, in relation to Party A, for the purpose of:

  
	
   

  	
   

  
	
   

  	
  Section 5(a)(v),
  any Affiliate of Party A;

  
	
   

  	
   

  
	
   

  	
  Section 5(a)(vi),
  none;

  
	
   

  	
   

  
	
   

  	
  Section 5(a)(vii),
  none; and

  
	
   

  	
   

  
	
   

  	
  Section 5(b)(v),
  none;

  
	
   

  	
   

  
	
   

  	
  and, in relation to
  Party B, for the purpose of:

  
	
   

  	
   

  
	
   

  	
  Section 5(a)(v),
  any Affiliate of Party B;

  
	
   

  	
   

  
	
   

  	
  Section 5(a)(vi),
  none;

  
	
   

  	
   

  
	
   

  	
  Section 5(a)(vii),
  none; and

  
	
   

  	
   

  
	
   

  	
  Section 5(b)(v),
  none.

  
	
   

  	
   

  
	
  (2)

  	
  “Specified Transaction”
  will have the meaning specified in Section 14 of this Agreement.

  
	
   

  	
   

  
	
  (3)

  	
  The “Cross-Default” provisions of
  Section 5(a)(vi) will apply to Party A and Party B, and for such
  purpose:

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  “Specified Indebtedness”
  will have the meaning specified in Section 14 of this Agreement, except
  that such term shall not include obligations in 

  



 

















 


respect of deposits received in the ordinary course of
a party’s banking business.


 


(b)           “Threshold
Amount” means, with respect to Party A, an amount equal to three
percent of the shareholders’ equity of Party A; and with respect to Party B,
USD 15,000,000, or the equivalent thereof in any other currency or currencies.


 


(c)           Section 5(a)(vi) of
this Agreement will be deemed to be amended to include the following at the end
thereof:


 


“Notwithstanding the
foregoing, a default under subsection (1) or (2) hereof shall not
constitute an Event of Default if (i) the default was caused solely by
error or omission of an administrative or operational nature; (ii) funds
were available to enable the party to make the payment when due; and (iii) the
payment is made within three Local Business Days of such failure to pay.”


 


(4)           The “Credit Event Upon Merger” provisions of Section 5(b)(v) will
not apply to Party A.  The “Credit Event Upon Merger” provisions of Section 5(b)(v) will
apply to Party B.


 


(5)           The “Automatic Early Termination” provision of Section 6(a) will
not apply to Party A or Party B.


 


(6)           “Termination Currency” will have the meaning set
forth in Section 14 of this Agreement.


 


(7)           Additional
Termination Event will apply. 
The following will constitute an Additional Termination Event with
respect to Party B as the Affected Party:


 


The obligations of Party
B under this Agreement cease to be equally and ratable secured and/or
guaranteed with the obligations of Party B under the Credit Agreement (as
defined below).


 


(8)           Additional
Condition Precedent.  For
the purposes of Section 2(a)(iii) it shall be a condition precedent
that no Additional Termination Event with respect to the other party shall have
occurred and be continuing.


 


PART 2


Tax
Representations


 


(1)           Payer Tax Representations.  For the purpose of Section 3(e) of
this Agreement, Party A and Party B each hereby make the following
representation:


 


2

















 


It is not required
by any applicable law, as modified by the practice of any relevant governmental
revenue authority, of any Relevant Jurisdiction to make any deduction or
withholding for or on account of any Tax from any payment (other than interest
under Section 9(h) of this Agreement) to be made by it to the other
party under this Agreement.  In making
this representation, it may rely on (i) the accuracy of any
representations made by the other party pursuant to Section 3(f) of
this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or
4(a)(iii) of this Agreement and the accuracy and effectiveness of any
document provided by the other party pursuant to Section 4(a)(i) or
4(a)(iii) of this Agreement and (iii) the satisfaction of the
agreement of the other party contained in Section 4(d) of this
Agreement, except that it will not be a breach of this representation where
reliance is placed on clause (ii) above and the other party does not
deliver a form or document under Section 4(a)(iii) by reason of
material prejudice to its legal or commercial position.


 


(2)           Payee Tax Representations.  For the purpose of Section 3(f) of
this Agreement, Party A and Party B each hereby make the following
representations:


 


It is a United
States Person for U.S. federal income tax purposes and either (a) is a
financial institution or (b) is not acting as an agent for a person that
is not a United States Person for U.S. federal income tax purposes.


 


PART 3


Agreement
to Deliver Documents


 


For the purpose of Sections 4(a)(i) and 4(a)(ii) of
this Agreement, each party agrees to deliver the following documents:


 


(a)           Tax
forms, documents or certificates to be delivered are:


 


Party B agrees to
deliver a complete and accurate United States Internal Revenue Service Form W-9
(or any applicable successor form), in a manner reasonably satisfactory to
Party A, (I) upon execution of this Agreement; (II) promptly upon
reasonable demand of Party A, and (III) promptly upon learning that any
such form previously provided by Party B has become obsolete or incorrect (and
each such form is hereby identified for purposes of Section 3(d) of
this Agreement).


 


3

















 


(b)           Other
documents to be delivered are:


 


	
  Party required

  to deliver

  document

  	
   

  	
  Form/Document/

  Certificate

  	
   

  	
  Date by which

  to be delivered

  	
   

  	
  Covered by

  Section 3(d)

  Representation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party B

  	
   

  	
  Annual Report of Party B and of its Credit Support
  Provider (as applicable) containing consolidated financial statements
  certified by independent certified public accountants and prepared in
  accordance with accounting principles that are generally accepted in the
  country or countries in which Party B and its Credit Support Provider (as
  applicable) is organized

  	
   

  	
  Upon request

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party B

  	
   

  	
  Unaudited consolidated financial statements of Party
  B and of its Credit Support Provider (as applicable) for a fiscal quarter
  prepared in accordance with accounting principles that are generally accepted
  in the country or countries in which Party B and its Credit Support Provider
  (as applicable) is organized

  	
   

  	
  Upon request

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party B

  	
   

  	
  Certified copies of all corporate authorizations and
  any other documents with respect to the execution, delivery and performance
  of this Agreement

  	
   

  	
  Upon execution and
  delivery of this Agreement

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A and Party B

  	
   

  	
  Certificate of authority and specimen signatures of
  individuals executing this Agreement, Confirmations and each Credit Support
  Document (as applicable)

  	
   

  	
  Upon execution and
  delivery of this Agreement and thereafter upon request of the other party

  	
   

  	
  Yes

  



 


4

















 


PART 4


Miscellaneous


 


(1)           Addresses for Notices.  For the purpose of Section 12(a) of
this Agreement:


 


Address for notice or communications to Party A:


 


Any notice relating to a particular Transaction shall
be delivered to the address or facsimile number specified in the Confirmation
of such Transaction.  Any notice
delivered for purposes of Sections 5 and 6 of this Agreement shall be delivered
to the following address:


 


JPMorgan Chase Bank,
National Association


Attention:  Legal Department- Derivatives Practice Group


270 Park Avenue


New York, New York  10017-2070


Facsimile No.:  (212) 270-3625


 


Address for notice or
communications to Party B:


 


TriMas Corporation


39400 Woodward Avenue, Ste
130


Bloomfield Hills, MI 48304


Attention: Joshua Sherbin,
General Counsel


Phone:
248-631-5497


Fax:
248-631-5413


M: 
248-802-4301


E-mail: joshsherbin@trimascorp.com


 


(2)           Process
Agent.  For the purpose of
Section 13(c) of this Agreement:


 


Party A appoints as its
Process Agent:  Not applicable.


Party B appoints as its
Process Agent:  Not applicable.


 


(3)           Offices.  The provisions of Section 10(a) will
apply to this Agreement.


 


(4)           Multibranch
Party.  For the purpose of
Section 10 of this Agreement:


 


Party A is a Multibranch
Party and may act through any Office specified in a Confirmation.


 


Party B is not a
Multibranch Party.


 


5

















 


(5)           Credit
Support Document.


 


The “Security Documents” (as defined in the Credit
Agreement) shall constitute  “Credit
Support Documents” in relation to all of the obligations of Party B and for all
purposes of this Agreement.


 


(6)           Credit
Support Provider.


 


Credit Support Provider
means, in relation to Party A, not applicable.


 


Credit Support Provider
means, in relation to Party B, the “guarantors” (as defined in the Credit
Agreement).


 


(7)           Governing
Law.  This Agreement will
be governed by and construed in accordance with the laws of the State of New
York (without reference to choice of law doctrine).


 


(8)           Netting
of Payments. “Multiple Transaction Payment Netting” will apply
for the purpose of Section 2(c) of this Agreement to all Transactions
starting from the date of this Agreement.


 


(9)           “Affiliate”
will have the meaning specified in Section 14 of this Agreement.


 


(10)         Absence
of Litigation.  For the
purpose of Section 3(c) of this Agreement:


 


“Specified
Entity” means, in relation to Party A, any Affiliate of Party
A.


“Specified
Entity” means, in relation to Party B, any Affiliate of Party B.


 


(11)         No Agency.  The provisions of Section 3(g) of
this Agreement will apply to this Agreement.


 


(12)         Additional
Representation will apply. 
For the purpose of Section 3 of this Agreement, the following will
each constitute an Additional Representation:


 


(h)           Relationship Between
Parties.  Each party will be deemed
to represent to the other party on the date on which it enters into a
Transaction that (absent a written agreement between the parties that expressly
imposes affirmative obligations to the contrary for that Transaction):


 


(i)            Non-Reliance.  It is acting for its own account, and it has
made its own independent decisions to enter into that Transaction and as to
whether that Transaction is appropriate or proper for it based upon its own
judgment and upon advice from such advisers as it has deemed necessary.  It is not relying on any communication
(written or oral) of the other party as investment advice or as a 


 


6

















 


recommendation to enter
into that Transaction, it being understood that information and explanations
related to the terms and conditions of a Transaction will not be considered
investment advice or a recommendation to enter into that Transaction.  No communication (written or oral) received
from the other party will be deemed to be an assurance or guarantee as to the
expected results of that Transaction.


 


(ii)           Assessment
and Understanding.  It is
capable of assessing the merits of and understanding (on its own behalf or
through independent professional advice), and understands and accepts, the
terms, conditions and risks of that Transaction.  It is also capable of assuming, and assumes,
the risks of that Transaction.


 


(iii)          Status of
Parties.  The other party is
not acting as a fiduciary for or an adviser to it in respect of that Transaction.


 


(iv)          Other
Transactions.  It understands
and acknowledges that the other party may, either in connection with entering
into a Transaction or from time to time thereafter, engage in open market
transactions that are designed to hedge or reduce the risks incurred by it in
connection with such Transaction and that the effect of such open market
transactions may be to affect or reduce the value of such Transaction.


 


(13)         Eligible
Contract Participant. Each  party
represents to the other party (which representation will be deemed to be
repeated by each party on each date on which a Transaction is entered into)
that it is an “eligible contract participant”, as defined in the Commodity
Futures Modernization Act of 2000.


 


(14)         Recording
of Conversations.  Each party
(i) consents to the recording of telephone conversations between the
trading, marketing and other relevant personnel of the parties and their
Affiliates in connection with this Agreement or any potential Transaction, (ii) agrees
to obtain any necessary consent of, and give any necessary notice of such
recording to, its relevant personnel and (iii) agrees, to the extent
permitted by applicable law, that recordings may be submitted in evidence in
any Proceedings.


 


7

















 


PART 5


Other Provisions


 


(1)           Waiver of
Jury Trial.  Each party waives, to the fullest extent permitted by applicable law,
any right it may have to a trial by jury in respect of any suit, action or
proceeding relating to this Agreement or any Credit Support Document.  Each party (i) certifies that no
representative, agent or attorney of the other party or any Credit Support
Provider has represented, expressly or otherwise, that such other party would
not, in the event of such a suit, action or proceeding, seek to enforce the
foregoing waiver and (ii) acknowledges that it and the other party have
been induced to enter into this Agreement and provide for any Credit Support
Document, as applicable, by, among other things, the mutual waivers and certifications
in this Section.


 


(2)           ISDA
Definitions.  Reference is
hereby made to the 2006 ISDA Definitions (the “2006 Definitions”) and the 1998
FX and Currency Option Definitions (the “FX Definitions”) (collectively the “ISDA
Definitions”) each as published by the International Swaps and Derivatives
Association, Inc., which are hereby incorporated by reference herein.  Any terms used and not otherwise defined
herein which are contained in the ISDA Definitions shall have the meaning set
forth therein.


 


(3)           Scope of Agreement.  Notwithstanding anything contained in this
Agreement to the contrary, any transaction (other than a repurchase
transaction, reverse repurchase transaction, buy/sell-back transaction or
securities lending transaction) which may otherwise constitute a “Specified
Transaction” (without regard to the phrase “which is not a Transaction under
this Agreement but” in the definition of “Specified Transaction”) for purposes
of this Agreement which has been or will be entered into between the parties shall
constitute a “Transaction” which is subject to, governed by, and construed in
accordance with the terms of this Agreement, unless any Confirmation with
respect to a Transaction entered into after the execution of this Agreement
expressly provides otherwise.


 


(4)           Inconsistency.  In the event of any inconsistency between any
of the following documents, the relevant document first listed below shall
govern:  (i) a Confirmation; (ii) the
Schedule and Paragraph 11 or Paragraph 13 of an ISDA Credit Support Annex (as
applicable); (iii) the ISDA Definitions; and (iv) the printed form of
ISDA Master Agreement and ISDA Credit Support Annex (as applicable).  In the
event of any inconsistency between provisions contained in the 2006
Definitions and the FX Definitions, the FX
Definitions shall prevail.


 


(5)           Amendment
to Section 6(f); Set-Off.  
Section 6(f) of this Agreement shall be amended by adding the
following language immediately following the last line of Section 6(f):


 


8

















 


“Notwithstanding anything
to the contrary set forth in this Agreement, a party (the “Delivering Party”)
may, in its discretion, satisfy, in whole or in part, any payment obligation
arising under Section 6 in respect of any Early Termination Date which is
designated or occurs as a result of an Event of Default in respect of which the
other party is the Defaulting Party or which is designated as a result of a
Termination Event in respect of which the other party is the sole Affected
Party by delivering to such other party (the “Receiving Party”), or for the
account of the Receiving Party, bond(s), note(s), or other debt instrument(s) issued
or guaranteed by the Receiving Party and owned or held legally or beneficially
by or on behalf of the Delivering Party in a face amount equal to the entirety
or relevant part, as the case may be, of the amount of such payment
obligation.  Any bond, note, or other
debt instrument denominated in a currency other than the Termination Currency
shall, for this purpose, be valued in an amount of Termination Currency
determined by the Delivering Party based upon a currency exchange rate
determined in a commercially reasonable manner. Any delivery by a Delivering
Party shall be made in the manner customary for the relevant bond, note, or
debt instrument (including, without limitation, through a depository
institution or clearance system) or, if the Delivering Party deems such
delivery to be impractical, in a commercially reasonable manner determined by
the Delivering Party.


 


(6)           “Credit
Agreement” means the Credit Agreement, dated as of June 6,
2002, as Amended and Restated as of August 2, 2006, among TriMas
Corporation, TriMas Company LLC, the Subsidiary Term Borrowers party thereto,
the Foreign Subsidiary Borrowers party thereto, JPMorgan Chase Bank, N.A., as
Administrative Agent and Collateral Agent, and Comerica Bank, as Syndication
Agent, as amended, amended and restated, supplemented, extended, replaced or
otherwise modified from time to time; provided that if the obligations under
the Credit Agreement are paid in full, the Credit Agreement is otherwise
terminated or canceled, or Party A shall for any reason cease to remain a party
thereto, Credit Agreement means the Credit Agreement as it existed immediately
prior to such event.  Capitalized terms
defined therein and not otherwise defined herein shall have the meanings
assigned in the Credit Agreement.


 


(7)           Further Agreements
of Party B.  Party B agrees with
Party A that Party B will comply with each of the covenants set forth in
Articles V and VI of the Credit Agreement.


 


(8)           Additional Event of
Default.  With respect to Party
B, it shall constitute an Event of Default under this Agreement if there shall
occur any Event of Default under the Credit Agreement.


 


(9)           Further
Representations of Party B. 
Party B represents and warrants to Party A (which representations will
be deemed to be repeated by Party B on each date on which a Transaction is
entered into) that (i) each of the representations and 


 


9

















 


warranties made by
Party B in Article III of the Credit Agreement is true and correct and no
Event of Default under the Credit Agreement has occurred and is continuing, and
(ii) this Agreement and each Transaction entered into hereunder
constitutes a “Hedging Agreement” which has been or will be, as the case may
be, entered into in compliance with the Credit Agreement.


 


Please confirm your agreement to the terms of the foregoing Schedule by
signing below.


 




	
  JPMORGAN CHASE BANK,

  NATIONAL ASSOCIATION 

  	
   

  	
  TRIMAS CORPORATION
  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert J. Zalupski 

  
	
  By:

  	
  /s/ Melissa McMahon 

  	
   

  	
   

  	
  Name: Robert J. Zalupski 

  
	
   

  	
  Name: Melissa McMahon 

  	
   

  	
   

  	
  Title: VP Finance & Treasurer

  
	
   

  	
  Title: Managing Director and 

  	
   

  	
   

  	
   

  
	
  Associate General Counsel

  	
   

  	
   

  






 


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