Master Agreement dated July 27, 2001




	 (Multicurrency—Cross Border) 
	 Exhibit 4.15 


  
 ISDA® 
  
 International Swap Dealers Association, Inc. 
  
 MASTER AGREEMENT 
  
 dated as of July 27th, 2001

  
 Landesbank Schleswig-Holstein Girozentrale and MIF Limited

  
 have entered and/or anticipate entering into one or more transactions (each a
“Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties
confirming those Transactions. 
  
 Accordingly, the parties agree as
follows:— 
  

	1.	 	Interpretation 

  
 (a) Definitions. The terms defined in Section 14 and in the Schedule 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 (including the Schedule), 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.

  
 (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 applicable condition precedent specified in this Agreement. 
  
 Copyright @ 1992 by International Swap Dealers Association, Inc. 
  

 









 (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 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. 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 whom 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 will be
determined in respect of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a
Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such
Transactions from such date). 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 
  
 (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, on or after the date on which 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. 
  

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 (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)). 
  
 (e) Default Interest; Other
Amounts. Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party that defaults in the performance of any payment obligation will, to the extent permitted by law and
subject to Section 6(c), be required to pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as such overdue amount, for the period from (and including) the original due date for
payment to (but excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early
Termination Date in respect of the relevant Transaction, a party defaults in the performance of any obligation required to be settled by delivery, it will compensate the other party on demand if and to the extent provided for in the relevant
Confirmation or elsewhere in this Agreement. 
  

	3.	 	Representations 

  
 Each party represents 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) that:— 
  

	(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; 
  
 (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)). 
  

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 (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 or any of its Affiliates 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. 
  

	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 subparagraph (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

  
 (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, 
  

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 organised, managed and controlled, or considered to have its seat, or in which a branch or 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 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 2(e) required to be made by it if such failure is not remedied on or before the third Local Business Day after notice of such failure is given to the party; 
  
 (ii) Breach of Agreement. 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 2(e) 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 on or before the thirtieth day after notice of such failure is given to the party; 

 
 (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 to be in full force and effect for the purpose of this Agreement (in either 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; 
  
 (iv)
Misrepresentation. A representation (other than a representation under Section 3(e) or (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 under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs 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 or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified
Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such
action is taken by any person or entity appointed or empowered to operate it or act on its behalf): 
  
 (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 
  

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 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) in an aggregate amount of 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 on the due date thereof in an aggregate amount of not less than the applicable Threshold Amount under such agreements or
instruments (after giving effect to any applicable notice requirement or grace period); 
  
 (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) institutes or 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,
in-the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A)
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 (B) is not dismissed, discharged, stayed or restrained in each case within 30 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 30 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)
(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 
  
 (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, another entity and, at the time of such consolidation, amalgamation, merger or transfer:— 
  
 (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 by operation of law or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; 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 an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below or a Tax Event Upon Merger if the event is specified in (iii) below, and, if
specified to be applicable, a Credit Event 
  

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 Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event is specified
pursuant to (v) below:— 
  
 (i)
Illegality. Due to the adoption of, or any change in, any applicable law after the date on which a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or
regulatory authority with competent jurisdiction of any applicable law after such date, it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for such party (which will be the Affected Party):— 

 
 (1) to perform any absolute or contingent obligation to make a payment or
delivery or 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) to perform, or for any Credit Support Provider of such party to perform, any contingent or other obligation which the
party (or such Credit Support Provider) has under any Credit Support Document relating to such Transaction; 
  
 (ii) Tax Event. Due to (x) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the
date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (y) 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 Payment Date (1) 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 2(e),
6(d)(ii) or 6(e)) or (2) 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 2(e), 6(d)(ii) or 6(e)) 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)(1)(4)(A) or (B)); 
  
 (iii) Tax Event Upon Merger. The party (the “Burdened Party”) on the next
succeeding Scheduled Payment 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 2(c), 6(d)(ii) or 6(e)) or (2) receive a payment from
which an amount has been deducted or withheld for or on account of any Indemnifiable 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 to, another entity (which will be the Affected Party) where such action does not constitute an event described in
Section 5(a)(viii); 
  
 (iv) Credit Event
Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule as applying to the party, such party (“X”), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another
entity and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving or transferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity,
as the case may be, immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or 
  
 (v) 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 shall be as specified for such Additional Termination Event in the Schedule or such Confirmation). 
  
 (c) Event of Default and Illegality. If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default. 
  

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	6.	 	Early Termination 

  
 (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 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 such other information about that Termination Event as the other party may reasonably require. 
  
 (ii) Transfer to Avoid Termination Event. If either an
Illegality under Section 5(b)(i)(1) or 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, excluding 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 an Illegality under
Section 5(b)(i)(1) or 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 thereof is given under Section 6(b)(i) on action to avoid that Termination
Event. 
  
 (iv) Right to Terminate.
If:— 
  
 (1) 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 
  
 (2) an Illegality under Section 5(b)(i)(2), 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, 
  
 either parry in the case of an Illegality, 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 is more than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more
than 20 days notice to the other party and provided that the relevant Termination Event is then 
  

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 continuing, designate a day not earlier than the day such notice is effective as an Early Termination
Date in respect of all Affected Transactions. 
  

	(c)	 	Effect of Designation. 

  
 (i) If notice designating an Early Termination Date is given under Section 6(a) or (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 2(e) 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 shall be determined pursuant to Section 6(e). 
  

	(d)	 	Calculations. 

  
 (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 all relevant quotations and specifying any amount
payable under Section 6(e)) and (2) 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 obtained in determining a Market Quotation, the records
of the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation. 
  
 (ii) Payment Date. An amount calculated as being due in respect of any Early Termination Date under Section 6(e)
will be payable on the day that 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 on the day which is two Local Business Days after the day on
which notice of the amount payable is effective (in the case of an Early Termination Date which is designated as a result of a Termination Event). Such amount will be paid together with (to the extent permitted under applicable law) interest thereon
(before as well as after judgment) in the Termination Currency, from (and including) the relevant. Early Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate. Such interest will be calculated on the basis of daily
compounding and the actual number of days elapsed. 
  
 (e)
Payments on Early Termination. If an Early Termination Date occurs, the following provisions shall apply based on the parties’ election in the Schedule of a payment measure, either “Market
Quotation” or “Loss”, and a payment method, either the “First Method” or the “Second Method”. If the parties fail to designate a payment measure or payment method in the Schedule, it will be deemed that
“Market Quotation” or the “Second Method”, as the case may be, shall apply. The amount, if any, payable in respect of an Early Termination Date and determined pursuant to this Section will be subject to any Set-off. 

 
 (i) Events of Default. If the
Early Termination Date results from an Event of Default:— 
  
 (1) First Method and Market Quotation. If the First Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by
the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non -defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the
Defaulting Party. 
  
 (2) First Method and Loss. If the
First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting Party, if a positive number, the Non-defaulting Party’s Loss in respect of this Agreement. 
  
 (3) Second Method and Market Quotation. If the Second Method and Market Quotation apply, an amount will be payable
equal to (A) the sum of the Settlement Amount (determined by the 
  

 9 








 Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent
of the Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that 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 that amount to the Defaulting Party. 
  
 (4) Second Method and Loss. If the Second Method and Loss apply, an amount will be payable equal to the Non-defaulting Party’s Loss in respect
of this Agreement. If that 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 that amount to the Defaulting Party.

  
 (ii) Termination Events. If the Early
Termination Date results from a Termination Event:— 
  
 (1)
One Affected Party. If there is one Affected Party, the amount payable will be determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in either case, references to
the Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and the party which is not the Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated,
Loss shall be calculated in respect of all Terminated Transactions. 
  
 (2) Two Affected Parties. If there are two Affected Parties:— 
  
 (A) if Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated Transactions, and an amount will be payable equal to (I) the sum of (a) one-half of the difference between
the Settlement Amount of the party with the higher Settlement Amount (“X”) and the Settlement Amount of the party with the lower Settlement Amount (“Y”) and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X
less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to Y; and 
  
 (B) if Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are being terminated, in respect of all Terminated Transactions) and an amount will be
payable equal to one-half of the difference between the Loss of the party with the higher Loss (“X”) and the Loss of the party with the lower Loss (“Y”). 
  
 If the amount payable is a positive number, Y will pay it to X: if it is a negative number, X will pay the absolute value of
that amount to Y. 
  
 (iii) Adjustment for
Bankruptcy. In circumstances where an Early Termination Date occurs because “Automatic Early Termination” applies in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are
appropriate and permitted by 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)
Pre-Estimate. The parties agree that if Market Quotation applies 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 such losses. 
  

 10 









	7.	 	Transfer 

  
 Subject to Section 6(b)(ii), 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
amount payable to it from a Defaulting Party under Section 6(e). 
  
 Any purported
transfer that is not in compliance with this Section 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 a reasonable manner and in good faith 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 (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 purposes of such judgment or order and the rate of exchange at which such party is able, acting in a reasonable manner and in good faith 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. The term “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. 
  
 (c) Separate Indemnities. To the extent permitted by applicable law, these indemnities 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 bad an actual exchange or purchase been made. 
  

 11 









	9.	 	Miscellaneous 

  
 (a) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication
and prior writings with respect thereto. 
  
 (b)
Amendments. No amendment, modification or waiver in respect of this Agreement will be effective unless 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 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), 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 shall 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 or by an exchange of electronic messages on an
electronic messaging system, 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 or
electronic message 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. 
  

	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 the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home
office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into. 
  
 (b) Neither party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without the prior written consent of
the other party. 
  
 (c) If a party is specified as a Multibranch Party in the
Schedule, such Multibranch Party may make and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or deliveries with respect to a Transaction
will be specified in the relevant Confirmation. 
  

	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 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 
  

 12 








 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 set forth below (except that a notice or other communication under Section 5 or 6 may
not be given by facsimile transmission or electronic messaging system) to the address or number or in accordance with the electronic messaging system 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 that transmission 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 that mail is delivered or its delivery is attempted; or 
  
 (v) if sent by electronic messaging system, on the date that electronic message is received, 
  
 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 shall be deemed given and effective on the first following
day that is a Local Business Day. 
  
 (b) Change of
Addresses. Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system 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
this Agreement (“Proceedings”), each party irrevocably:— 
  
 (i) submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed by English law, or 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, if this Agreement is expressed to be governed by the laws of the State of New York; and 
  
 (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. 
  
 Nothing in this Agreement precludes either party from bringing Proceedings in any other
jurisdiction (outside, if this Agreement is expressed to be governed by English law, the Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or re-enactment thereof for the
time being in force) nor will the bringing of Proceedings in any one or more jurisdictions 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 
  

 13 








 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. Nothing in this Agreement will affect the right of either
party to serve process in any other manner permitted by law. 
  
 (d) Waiver
of Immunities. Each party irrevocably waives, to the fullest 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, order for specific performance or for 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. 
  
 14. Definitions 
  
 As used in this Agreement:— 
  
 “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, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event 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. 
  
 “Applicable Rate” means:— 
  
 (a) 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; 
  
 (b) in respect of an obligation to pay an amount under Section 6(e) of either party from and
after the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate; 
  
 (c) in respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and

  
 (d) in all other cases, the Termination Rate. 
  
 “Burdened Party” has the meaning specified in Section 5(b).

  
 “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 on or after the date on which the relevant Transaction is entered into. 
  
 “consent” includes a consent approval, action, authorisation,
exemption, notice, filing, registration or exchange control consent. 
  
 “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. 
  
 “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. 
  

 14 








 “Defaulting Party” has the meaning specified in Section 6(a). 
  
 “Early Termination Date” means the date determined in
accordance with Section 6(a) or 6(b)(iv). 
  
 “Event of Default”
has the meaning specified in Section 5(a) and, if applicable, in the Schedule. 
  
 “Illegality” has the meaning specified in Section 5(b). 
  
 “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 “lawful” and “unlawful” will be construed accordingly. 
  
 “Local Business Day” means, subject to the Schedule, a day on which
commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if 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) in relation to any other payment, 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, (c) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), in the city 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 (d) in relation to Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified
Transaction. 
  
 “Loss” means, with respect to this
Agreement or one or more Terminated Transactions, as the case may be, and a party, the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be its total losses and costs (or gain, in which case expressed as
a negative number) in connection with this Agreement or that Terminated Transaction or group of Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at the election of such party but without duplication,
loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or
delivery required to have been made (assuming satisfaction of each applicable condition precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A)
applies. Loss does not include a party’s legal fees and out-of-pocket expenses referred to under Section 11. A party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable, as of the
earliest date thereafter as is reasonably practicable. A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant markets. 
  
 “Market Quotation” means, with respect to one or more Terminated
Transactions and a party making the determination, an amount determined on the basis of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by
such party (expressed as a positive number) in consideration of an agreement between such party (taking into account any existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter
into a transaction (the “Replacement Transaction”) that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the
satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have

  

 15 








 been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of
Terminated Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early
Termination Date is to be included. The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith, agree. The party making the determination (or its agent) will request each
Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date. The day and
time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination under Section 6(c), and, if each party is so obliged, after consultation with the other. If more than three quotations
are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values. If exactly three such quotations are provided, the Market Quotation will be the quotation
remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided,
it will be deemed that the Market Quotation in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined. 
  
 “Non-default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the Non-defaulting Party (as
certified by it) if it were to fund the relevant amount. 
  
 “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. 
  

“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. 
  
 “Reference Market-makers” means four
leading dealers in the relevant market selected by the party determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding
whether to offer or to make an extension of credit and (b) to the extent practicable, from among such dealers having an office in the same city. 
  
 “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. 
  
 “Scheduled Payment Date” means a date
on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction. 
  
 “Set-off” means set-off, offset, combination of accounts, right of retention or withholding or similar right or requirement to which the payer of an amount under Section 6 is entitled or
subject (whether arising under this Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such payer. 
  
 “Settlement Amount” means, with respect to a party and any Early Termination Date, the sum of:— 
  
 (a) the Termination Currency Equivalent of the Market Quotations (whether positive or
negative) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation is determined; and 
  
 (b) such party’s Loss (whether positive or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions
for which a Market Quotation cannot be determined or would not (in the reasonable belief of the party making the determination) produce a commercially reasonable result. 
  
 “Specified Entity” has the meaning specified in the Schedule. 
  

 16 








 “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 thereto) 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 a rate swap transaction, 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 or any other similar transaction (including any option with respect to any of these transactions), (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. 
  
 “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 a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect 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” has the meaning specified in the Schedule. 
  
 “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 Market Quotation or Loss (as the case may be), 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 Tax Event or 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. 
  
 “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)) to such party under Section 2(a)(i) on or prior to such Early Termination
Date and which remain unpaid as at such Early Termination Date and (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)) 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 
  


 17 








 value of that which was (or would have been) required to be delivered as of the originally scheduled date for delivery,
in each case together with (to the extent permitted under applicable law) interest, in the currency of such amounts, from (and including) the date such amounts or obligations were or would have been required to have been paid or performed to (but
excluding) such Early Termination Date, at the Applicable Rate. Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The fair market value of any obligation referred to in clause (b)
above shall be reasonably determined by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the Termination Currency Equivalents of the fair market values reasonably determined
by both parties. 
  
 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. 
  

	 LANDESBANK
SCHLESWIG-HOLSTEIN
 GIROZENTRALE
	 	 	 	 MIF LIMITED

	 (Name of Party)
	 	 	 	 (Name of Party)

					
	 	 	 	 	 	 	 	 	 
	 By:
	 	 /s/    PETER
KARNATH        

	 	 	 	 By:
	 	 /s/    NIKOLAS P.
TSAKOS        


	 Name:
	 	Peter Karnath	 	 	 	 Name:
	 	Nikolas P. Tsakos
	 Title:
	 	 	 	 	 	 Title:
	 	President
	 Date:
	 	1. Okt. 2001	 	 	 	 Date:
	 	Nov 30, 2001

  
  

 18 








 SCHEDULE 
  

to the 
  
 Master Agreement 
  
 dated as of 
 July 27th, 2001 
  
 between

  
 Landesbank Schleswig-Holstein Girozentrale 
 (“Party A”) 
  
 and 
  
 MIF
Limited 
 (“Party B”) 
  
 Part 1. Termination Provisions 
  

	(a)	 	“Specified Entity” means in relation to Party A for the purpose of: 

  
 Section 5 (a) (v), not applicable 
 Section 5 (a) (vi), not applicable 
 Section 5 (a) (vii), not applicable 
 Section 5 (b) (iv), not applicable 
  
 and in relation to Party B for the purpose of: 
  
 Section 5 (a) (v), not applicable 
 Section 5
(a) (vi), not applicable 
 Section 5 (a) (vii), not applicable 
 Section 5 (b) (iv), not applicable 
  

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

  










	(c)	 	“Cross Default” provisions of Section 5 (a) (vi) will apply to Party A and will apply to Party B. 

  
 “Specified Indebtedness”. Instead of the definition in
Section 14 of this Agreement, “Specified Indebtedness” shall mean any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) (a) in respect of borrowed money, or (b) in respect of any Specified
Transaction (except that, for this purpose only, the words “and any other entity” shall be substituted for the words “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)” where they appear in the definition of Specified Transaction). 
  
 “Threshold Amount” means in relation to each Party an amount of US$ 20,000,000 (or the equivalent in any other currency). 
  

	(d)	 	“Credit Event Upon Merger” provisions of Section 5 (b) (iv) will apply to Party A and will apply to Party B. 

  

	(e)	 	The “Automatic Early Termination” provision of Section 6 (a) will apply to Party A and will apply to Party B. 

  
 Section 6 (e) (iii) of this Agreement shall be amended by incorporating the
following sub-paragraphs at the end thereof:- 
  
 “In
addition to, and notwithstanding anything to the contrary in the preceding sub-paragraph of this Section 6 (e) (iii), if an Early Termination Date is deemed to have occurred under Section 6 (a) as a result of Automatic Early Termination, the
Defaulting Party hereby agrees to indemnify the Nondefaulting Party on demand against all loss or damage that the Non-defaulting Party may sustain or incur in respect of each Transaction as a result of movement in market rates or prices between the
Early Termination Date and the date (the “Determination Date”) upon which the Non-defaulting Party first becomes aware that the Early Termination Date has been deemed to have occurred under Section 6 (a). 
  
 If the Non-defaulting Party shall determine that it would gain or benefit
from the movement in market rates or prices between the Early Termination Date and the Determination Date, the amount of such gain or benefit shall be deducted from the amount payable by the Defaulting Party pursuant to Section 6 (e). 
  
 The Determination Date shall be a date not later than the date upon which
creditors generally of the Defaulting Party are notified of the occurrence of the Event of Default leading to the deemed Early Termination Date.” 
  










	(f)	 	Payments on Early Termination. For the purpose of Section 6 (e) of this Agreement: 

  

	 	(i)	 	Market Quotation will apply. 

  

	 	(ii)	 	Second Method will apply. 

  

	(g)	 	“Termination Currency” means the currency selected by the Non-defaulting Party or the non-Affected Party or in circumstances where there are two Affected Parties,
agreed by Party A and Party B. However, the Termination Currency shall be one of the currencies in which payments in respect of Transactions are required to be made if such currency is convertible and freely available, and otherwise United States
Dollars. 

  
 Part 2. Tax Representations 
  

	(a)	 	Payer Representation. For the purpose of Section 3 (e) of this Agreement, Party A and Party B will make the following representation: 

  
 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 2 (e), 6 (d) (ii) or 6 (e) 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 representation 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, provided that it shall 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. 
  

	(b)	 	Payee Representations. For the purpose of Section 3 (f) of this agreement, Party A and Party B do not make any representations. 

  
 Part 3. Documents to be delivered 
  
 For the purpose of Sections 4 (a) (i) and (ii) of this Agreement, each party agrees to
deliver the following documents, as applicable: 
  

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

  

	Party required to deliver document	 	Form/Document/Certificate	 	Date by which to be delivered
	 None
	 	 None
	 	 None


  

	(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 A and Party B
	 	A certificate (or, if available, the current authorised signature book of such party) specifying the names, titles, authority and specimen signatures of the persons authorised to
execute this Agreement and each Confirmation on its behalf.	 	Upon execution and delivery of this Agreement	 	Yes
				
	 Party A & Party B
	 	A copy of its annual reports containing audited (by independent public accountants consolidated financial statements for its fiscal year as well as all periodical unaudited
consolidated financial statements, if any.	 	On demand after having become publicly available.	 	Yes

  
 Part 4. Miscellaneous

  

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

  
 Address for notices or communications to Party A: 
  

	 Head Office

	Landesbank Schleswig-Holstein Girozentrale
	Martensdamm 6
	D - 24103 Kiel
	Attention: Department 16
	Telex No: 292674                        Answerback:
GZKID
	 Fax No: 431 900 2198                 Telephone No: 431
900 2036
 (for all purpose)


  

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 Luxembourg Branch 
 Landesbank Schleswig-Holstein Girozentrale 
 Luxembourg Branch 
 2, rue Jean Monnet 
 L - 2180 Luxembourg

 Attention: Swap Department 
 Telex No: 60779                                 Answerback: LSHBLU 

Fax No: 00352/424161
                      Telephone No: 00352/424137 
 (only with respect to Transactions through that office) 
  
 Copenhagen Branch 
 Landesbank Schleswig-Holstein Girozentrale 
 Copenhagen Branch 
 Kalvebod Brygge 39-41

 DK—1560 Copenhagen V 
 Attention: Swap Department 
 Telephone: + 45 33449900 
 Fax: + 45 33449999 
 Telex No: 27228
                                Answerback: KILA DK 
 (only with respect to Transactions through that office) 
  
 Address for notices or communications to Party B: 
  
 TEN Limited, Macedonia House, 367 Syngrou Avenue, 
 17564 P. Faliro, Greece, Attn. Mr. Paul Durham/Mr. George 
 Saroglou, Tel no: 30-1-9407710, Fax no: 30-9407716, 
 Telex: 220558, Answerback: ABSN GR 
  

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

  
 Party A appoints as its Process Agent 
  
 Landesbank Schleswig-Holstein 
 United Kingdom
Representative Office 
 50 Gresham Street 
  
 GB-London EC2V 7AY 
  

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 Party B appoints as its Process Agent 
  
 Tsakos Shipping (London) Ltd., Buckingham Gate 18, London SW1 6LB, United Kingdom 
  

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

  

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

  
 Party A is a Multibranch Party and may act through the following Offices: 
  
 Headoffice Kiel         Branch
Luxembourg         Branch Copenhagen 
  
 Party B is a Multibranch Party and may act through any of its Offices specified in the relevant Confirmation. 
  

	(e)	 	Calculation Agent. The Calculation Agent is Party A, unless otherwise specified in the relevant Confirmation. 

  

	(f)	 	Credit Support Document. Details of any Credit Support Document: Not applicable. 

  

	(g)	 	Credit Support Provider. Credit Support Provider means in relation to Party B: Not applicable. 

  

	(h)	 	Governing Law. This Agreement will be governed and construed in accordance with English law. 

  

	(i)	 	Netting of Payments. Subparagraph (ii) of Section 2 (c) of this Agreement will apply to all Transactions. 

  

	(j)	 	“Affiliate” will have the meaning specified in Section 14. 

  

In Section 3 (c) the words “or any of its Affiliates” shall be deleted.” 
  

 -6- 








 Part 5. Other Provisions 
  

The Master Agreement shall be modified as follows: 
  

	(a)	 	In Section 3 (a) the following representation shall be added as Section 3 (a) (vi): 

  
 “No Agency. It is entering into this Agreement and each Transaction as principal (and not as agent or in any
other capacity, fiduciary or otherwise).” 
  

	(b)	 	Amendments to Credit Support Document. In Section 5 (a) (iii) (3) the following words shall be added at the end: “or amends or modifies such Credit Support Document
without the prior written consent of the other party.” 

  

	(c)	 	The parties hereto agree that for the purposes of Section 2 (b) “Change of Account” any new account so designated shall be in the same city and the same
jurisdiction as the original account and any notice as to the change of account shall be given to the other party at least ten Local Banking Days prior to the due date for payment for which such change applied. However, if such new account shall not
be in the same city and jurisdiction having the power to tax as the original account, then prior written consent to the proposed change is to be given by the party not changing its account. 

  

	(d)	 	Section 6 shall be amended by adding a new Section 6 (f): 

  
 “Set-off. Any amount (the “Early Termination Amount”) payable to one party (the “Payee”) by the other party (the
“Payer”) under Section 6 (e), in circumstances where there is a Defaulting Party or one Affected Party in the case where a Termination Event under Section 5 (b) (iv) and 5 (b) (v), if applicable, has occurred, will at the option of the
party (“X”) other than the Defaulting Party or the Affected Party (and without notice to the Defaulting Party or the Affected Party) be reduced by its set-off against any amount(s) (the “Other Agreement Amount”) payable (whether
at such time or in the future or upon the occurrence of a contingency) by the Payee to the Payer (irrespective of the currency, place of payment or booking office of the obligation) under any other agreement(s) between the Payee and the Payer or
instrument(s) or undertaking(s) issued or executed by one party to, or in favour of, the other party (and the Other Agreement Amount will be discharged promptly and in all respects to the extent it is so set-off). X promptly will give notice to the
other party of any set-off effected under this Section 6 (f). 
  

 -7- 








 For this purpose, either the Early Termination Amount or the Other Agreement Amount (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, acting in a reasonable manner and in good faith, to purchase the relevant amount of such
currency. The term “rate of exchange” includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the relevant currency. 
  
 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) shall be effective to create a charge or other security interest. This Section 6 (f) shall be without prejudice and in
addition to any right of set-off, combination of accounts, lien or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract or otherwise). 
  
 PROVIDED THAT in the event that the before mentioned provision shall prove to be unenforceable (for whatsoever reason), it
shall be deemed to be replaced with the following new Section 6 (f): 
  
 “Set-off. Notwithstanding the provisions of Section 6 (e) (i) (3) and (4), as applicable, if the amount referred to therein is a positive number, the Defaulting Party or Affected Party will pay such amount to X, and if the
amount referred to therein is a negative number, X shall have no obligation to pay any amount thereunder to the Defaulting Party or Affected Party unless and until the conditions set forth in (i) and (ii) below have been satisfied at which time
there shall arise an obligation of X to pay to the Defaulting Party or Affected Party an amount equal to the absolute value of such negative number less any and all amounts which the Defaulting Party or Affected Party may be obligated to pay under
Section 11: 
  

	 	(i)	 	X shall have received confirmation satisfactory to it in its sole discretion (which may include an unqualified opinion of its counsel) that (x) no further payments or deliveries
under Section 2 (a) (i) or 2 (e) in respect of Terminated Transactions will be required to be made in accordance with Section 6 (c) (ii) and (y) each Specified Transaction shall have terminated pursuant to its specified termination date or through
the exercise by a party of a right to terminate and all obligations owing under each such Specified Transaction shall have been fully and finally performed; and 

  

 -8- 









	 	(ii)	 	all obligations (contingent or absolute, matured or unmatured) of the Defaulting Party or Affected Party to make any payment or delivery to X shall have been fully and finally
performed.” 

  

	(e)	 	Effectiveness. Section 12 (a) (iv) shall be amended by incorporating the following sub-paragraph at the end of the word “attempted”. 

  
 “If sent by certified or registered mail (airmail, if overseas) or the
equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or”. 
  

	(f)	 	The following shall be added to the end of definition of “Indemnifiable Tax” in Section 14 at the end: 

  
 “Notwithstanding the foregoing, “Indemnifiable Tax” also
means any Tax imposed in respect of a payment under this Agreement by reason of a Change in Tax Law by a government or taxing authority of a Relevant Jurisdiction of the party making such payment, unless the other party is incorporated, organized,
managed and controlled or considered to have its seat in such jurisdiction, or is acting for purposes of this Agreement through a branch or office located in such jurisdiction.” 
  

	(g)	 	Recording of Telephone Conversations. Each party (i) consents to the recording of the telephone conversations of trading and marketing personnel of the parties in connection
with this Agreement or any potential Transaction and (ii) agrees to obtain any necessary consent of, and give notice of such recording to, such personnel of it. 

  

	(h)	 	Severability. Any provision of this Agreement which is prohibited (for reasons other than those constituting an Illegality) or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of the Agreement or affecting the validity or enforceability of such provision in any other jurisdiction unless the
severance shall substantially impair the benefits of the remaining portions of this Agreement or changes the reciprocal obligations of the parties. The parties hereto shall endeavour in good faith negotiations to replace the prohibited or
unenforceable provision with a valid provision, the economic effect of which comes as close as possible to that of the prohibited or unenforceable provision. 

  

 -9- 









	(i)	 	Relationship between the 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 judgement 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 recommendation to enter into that
Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral)
received from the other party shall 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 advisor to it in respect of that Transaction. 

  

	(j)	 	Definitions. The definitions and provisions contained in the 1991 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc. and as (i)
supplemented by the 1998 Supplement to the 1991 ISDA Definitions and (ii) amended by this Agreement, the (“1991 Definitions”) or any successor edition thereof specified in a relevant Confirmation are incorporated by reference in and shall
be deemed part of this Master Agreement and any Confirmation. Any terms used and not otherwise defined in a Confirmation shall have the meaning set forth in the 1991 Definitions. Each party confirms that it has full knowledge of the 1991
Definitions. Any reference to a “Swap Transaction” in the 1991 ISDA Definitions or any Confirmation (if any) shall be deemed to refer to a “Transaction” for the purposes of interpreting this Master Agreement and any such
Confirmation. 

  

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 Part 6. Additional Terms for FX Transactions and Currency Option Transactions. 
  

	(a)	 	Standard Terms and Conditions Applicable to FX Transactions and Currency Option Transactions. Each FX Transaction or Currency Option Transaction outstanding at or entered
into after the date hereof between the parties shall be governed by this Agreement irrespective of any references in a Confirmation to any other master agreements (e.g. IFEMA, ICOM, any specified terms and conditions). 

  

	 	(i)	 	Incorporation of and Amendments to FX Definitions. The 1998 FX and Currency Option Definitions and ANNEX A to the 1998 FX and Currency Option Definitions (as published
by the International Swaps and Derivatives Association, Inc., the Emerging Markets Traders Association and the Foreign Exchange Committee) (together the “FX Definitions”) are hereby incorporated by reference with respect to any “FX
Transaction” and “Currency Option Transaction” as defined by the FX Definitions, except as otherwise specifically provided herein or in a Confirmation. 

  
 The following amendments are to be made to the FX Definitions: 
  

	 	(1)	 	Section 2.2 of the FX Definitions is hereby amended by adding subsection (c) as follows: 

  
 “(c) Potential Event of Default. If an Event of Default or a Potential Event of Default has occurred and is
continuing and an Early Termination Date has not been designated by the Non-defaulting Party, the Non-defaulting Party may, by written notice, specify that any or all Currency Option Transactions being settled while such an Event of Default or
Potential Event of Default is continuing shall be settled in accordance with Section 2.2 (a) and (b) upon such notice becoming effective, the parties shall be deemed to have elected to have the specified Currency Option Transactions settled at the
In-the-Money Amount unless and until the Event of Default or Potential Event of Default is no longer continuing.” 
  

	 	(2)	 	The word “facsimile” shall be deleted in Section 3.5 (g) of the FX Definitions. 

  

 -11- 









	 	(ii)	 	Confirmations. FX Transactions and Currency Option Transactions shall be promptly confirmed by the parties by Confirmations exchanged by mail, telex, facsimile or other
electronic means. Unless either party objects to the terms of an FX Transaction or Currency Option Transaction contained in any Confirmation within three Local Business Days of receipt thereof, the terms of such Confirmation shall be deemed correct
and accepted absent manifest error, unless a corrected Confirmation is sent by a party within such three day period, in which case the party receiving such corrected Confirmation shall have three Local Business Days after receipt thereof to object
to the terms contained in such corrected Confirmation. Where an FX Transaction or Currency Option Transaction is confirmed by means of mail or an electronic messaging system that the parties have elected to use to confirm such Transaction; (i) such
confirmation will constitute a “Confirmation” as referred to in this Agreement even where not so specified in the confirmation, (ii) such Confirmation will supplement, form part of, and be subject to this Agreement and all provisions in
this Agreement will govern the Confirmation, and (iii) the definitions and provisions contained in the FX Definitions will be incorporated into the Confirmation. 

  
 If FX Transactions and Currency Option Transactions are not documented according to the FX Definitions using the terminology
and form of Confirmation as set out therein, the parties hereby agree that for such FX Transactions and Currency Option Transactions the economic details set out in such Confirmation will be interpreted as if such details were documented according
to the FX And Currency Option Definitions and both parties will act in good Faith when interpreting such details. In the event of any inconsistency between the FX Definitions and this Agreement, (i) the terms of this Agreement shall prevail in the
case of an FX Transaction, and the Confirmation shall not modify the terms of this Agreement, and (ii) the terms of the Confirmation shall prevail in the case of a Currency Option Transaction, and the terms of this Agreement shall be deemed modified
with respect to such Currency Option Transaction. 
  

	(b)	 	Netting, Offset and Discharge with respect to Currency Option Transactions. The following provision shall apply to Currency Option Transactions: 

  
 Unless otherwise agreed, any Call or any Put written by a party will
automatically be terminated and discharged, in whole or in part, as applicable, against a Call or a Put, respectively, written by the other party, such termination and discharge to occur automatically upon the payment in full of the last Premium
payable in respect of such currency Option Transaction; provided that such termination and discharge may only occur in respect of Currency Option Transactions: 
  

 -12- 









	 	(i)	 	each being with respect to the same Put Currency and the same Call Currency; 

  

	 	(ii)	 	each having the same Expiration Date and Expiration Time; 

  

	 	(iii)	 	each being the same style, ie either both being American or both being European Currency Option Transactions; 

  

	 	(iv)	 	each having the same Strike Price; 

  

	 	(v)	 	neither of which shall have been exercised by delivery of a Notice of Exercise; and 

  

	 	(vi)	 	which are entered into by the same pairs of Offices of the parties; 

  
 and upon the occurrence of such termination and discharge, neither party shall have any further obligation to the other party in respect of the relevant
Currency Option Transactions or, as the case may be, part thereof so terminated and ‘discharged. In the case of a partial termination and discharge (ie where the Currency Option Transactions are for different amounts of the Currency Pair), the
remaining portion of the Currency Option Transaction which is partially discharged and terminated shall continue to be a Currency Option Transaction for all purposes of this Agreement. 
  
 Part 7. Forward Rate Agreements 
  
 Any forward rate agreement into which the parties have entered and in respect of which the confirmation or other confirming evidence refers to or incorporates the British
Bankers Association London Interbank Forward Rate Agreements Recommended Terms and Conditions (1985 edition) (“FRABBA Terms”) will be governed by this Agreement. Any forward rate agreement into which the parties may enter and in respect of
which the confirmation or other confirming evidence refers to or incorporates the FRABBA Terms will be governed by this Agreement in all circumstances except when the parties expressly agree that this provision will not apply. Each such transaction
will be deemed to be a Transaction and each such confirmation or other confirming evidence will be deemed to constitute a Confirmation for purposes of this Agreement. Sections B, C and E and clauses 1, 4, 5 and 6 of Section D of the FRABBA Terms are
hereby incorporated by reference in this Agreement. Those Sections are applicable only to transactions to which this 
  

 -13- 








 provision relates and will prevail in the event of any inconsistency with any other provision of this Agreement. In the
event of any other inconsistency between the FRABBA Terms and this Agreement, this Agreement will govern. Clauses 2, 3, 7, 8, 9 and 10 of Section D of the FRABBA Terms are not applicable to any transaction to which this provision relates.

  

	 LANDESBANK
SCHLESWIG-HOLSTEIN
 GIROZENTRALE
	 	 	 	 MIF LIMITED

					
	 	 	 	 	 	 	 	 	 
	 By:
	 	 /s/    PETER
KARNATH        

	 	 	 	 By:
	 	 /s/    NIKOLAS P.
TSAKOS        


	 Name:
	 	Peter Karnath	 	 	 	 Name:
	 	Nikolas P. Tsakos
	 Title:
	 	 	 	 	 	 Title:
	 	President
	 Date:
	 	 1. Okt. 2001
	 	 	 	 Date:
	 	 Nov, 30, 2001


  
  

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