**ISDA**  **International
      Swaps and Derivatives Association, Inc.**


**2002
      MASTER AGREEMENT**





dated
                as of
            August
                11, 2005











**Bank
                of America,N.A.**
            and
            **Katy
                Industries, Inc.**








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





Accordingly,
      the parties agree as follows:—





**1.** **Interpretation**





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





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





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





**2.** **Obligations**





(a) ***General
      Conditions.***





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





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




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








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





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




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




(i) in
      the
      same currency; and




(ii) in
      respect of the same Transaction,





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





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





(d)
            ***Deduction
                or Withholding for
                Tax.***





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





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





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





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




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





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





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





(ii) ***Liability.*** If:—





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





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





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




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





**3.**
            **Representations**





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





(a)
            ***Basic
                Representations.***





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





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


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





(iv)
            ***Consents.*****All
                governmental and other consents that are required to have been obtained
                by
                it withrespect
                to this Agreement or any Credit Support Document to which it is a
                party
                have been obtained and arein
                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
                towhich
                it is a party constitute its legal, valid and binding obligations,
                enforceable in accordance with theirrespective
                terms (subject to applicable bankruptcy, reorganisation, insolvency,
                moratorium or similar lawsaffecting
                creditors' rights generally and subject, as to enforceability, to
                equitable principles of generalapplication
                (regardless of whether enforcement is sought in a proceeding in equity
                or
                at law)).





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





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





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





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





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





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





**4.**
            **Agreements**





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





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





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





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


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





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





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





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





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





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





**5.**
            **Events
                of Default and Termination
                Events**





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





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





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





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





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




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





(iii) ***Credit
      Support Default.***





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





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





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





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





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





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





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





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





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




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





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





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





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





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




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





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





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





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





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





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





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





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





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


**ISDA®
          2002**
 8





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





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





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





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





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





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





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


**ISDA®
          2002**
 9





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





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





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





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





(c)
            ***Hierarchy
                of Events.***





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





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





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





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





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





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





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




**ISDA®
          2002**
 10





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





**6.**
            **Early
                Termination; Close-Out
                Netting**





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





(b)
            ***Right
                to Terminate Following Termination
                Event.***





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





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





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





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





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




**ISDA®
          2002**
 11





(iv) ***Right
      to Terminate.***





(1) If: —





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





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





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





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





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





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





(c) ***Effect
      of Designation.***





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





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




**ISDA®
          2002**
 12





(d) ***Calculations;
      Payment Date.***





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





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





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





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





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





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





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




**ISDA®
          2002**
 13





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





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





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





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





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





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





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





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




**ISDA®
          2002**
 14


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





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





**7.**
            **Transfer**





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





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





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





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





**8.**
            **Contractual
                Currency**





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





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




**ISDA®
          2002**
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commercially
      reasonable procedures in converting the currency received into the Contractual
      Currency, to purchase the Contractual Currency with the amount of the currency
      of the judgment or order actually received by such party.





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





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





**9.**
            **Miscellaneous**





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





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





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





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





(e) ***Counterparts
      and Confirmations.***





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





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





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





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




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(h)
            ***Interest
                and Compensation.***





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





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





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





(3) *Interest
      on Deferred Payments.* If:—





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





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





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




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





(4) *Compensation
      for Deferred Deliveries.* If:—





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





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





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




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





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





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





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





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




**ISDA®
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**10.**
            **Offices;
                Multibranch Parties**





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





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





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





**11.**
            **Expenses**





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





**12.**
            **Notices**





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





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





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





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





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





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




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





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





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





**13.**
            **Governing
                Law and Jurisdiction**





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





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





(i) submits:—





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





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





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





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





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





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




**ISDA®
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**14.** **Definitions**





As
      used
      in this Agreement:—





***"Additional
      Representation"*** ** has
      the
      meaning specified in Section 3.





***"Additional
      Termination Event"*** *has* the
      meaning specified in Section 5(b).




***"Affected
      Party"*** ** has
      the
      meaning specified in Section 5(b).





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





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





***"Agreement"*** ** has
      the
      meaning specified in Section l(c).





***"Applicable
      Close-out Rate"*** ** means:—





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





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





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





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





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





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





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





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





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





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




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





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





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





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





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





***"Applicable
      Deferral Rate"*** *means:* —





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





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





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





***"Automatic
      Early Termination"*** *has* the
      meaning specified in Section 6(a).





***"Burdened
      Party"*** ** has
      the
      meaning specified in Section 5(b)(iv).





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





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




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





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





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





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





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





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





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





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





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





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





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




**ISDA®
          2002**
 23


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





***"Confirmation"*** has
      the
      meaning specified in the preamble.





***"consent"*** ** includes
      a consent, approval, action, authorisation, exemption, notice, filing,
      registration or exchange control
      consent.





***"Contractual
      Currency"*** ** has
      the
      meaning specified in Section 8(a).





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





***"Credit
      Event Upon*** ***Merger"*** has
      the
      meaning specified in Section 5(b).





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





***"Credit
      Support*** ***Provider"*** has
      the
      meaning specified in the Schedule.





***"Cross-Default"*** means
      the
      event specified in Section 5(a)(vi).





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





***"Defaulting
      Party"*** has
      the
      meaning specified in Section 6(a).





***"Designated*** ***Event"*** has
      the
      meaning specified in Section 5(b)(v).





***"Determining
      Party"*** means
      the
      party determining a Close-out Amount.





***"Early
      Termination Amount"*** has
      the
      meaning specified in Section 6(e).





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





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





***"English
      law"*** means
      the
      law of England and Wales, and ***"English"*** will
      be
      construed accordingly.





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





***"Force
      Majeure Event"*** has
      the
      meaning specified in Section 5(b).





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





***"Illegality"*** ** has
      the
      meaning specified in Section 5(b).




**ISDA®
          2002**
 24


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





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





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





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





***"Master
      Agreement"*** has
      the
      meaning specified in the preamble.





***"Merger
      Without Assumption"*** means
      the event specified in Section 5(a)(viii).





***"Multiple
      Transaction*** *Payment
      Netting" has* the
      meaning specified in Section 2(c).





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





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





***"Non-defaulting
      Party"*** has ****** the
      meaning specified in Section 6(a).





***"Office"*** means
      a
      branch or office of a party, which may be such party's head or home
      office.





***"Other
      Amounts"*** has
      the
      meaning specified in Section 6(f).




**ISDA®
          2002**
 25


***"Payee"*** ** has
      the
      meaning specified in Section 6(f).





***"Payer"*** *loss* the
      meaning specified in Section 6(f).





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





***"Proceedings"*** ** has
      the
      meaning specified in Section 13(b).





***"Process
      Agent"*** ** has
      the
      meaning specified in the Schedule.





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





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





***"Schedule"*** ** has
      the
      meaning specified in the preamble.





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





***"Specified
      Entity"*** ** has
      the
      meaning specified in the Schedule.





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





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





***"Stamp
      Tax"*** ** means
      any
      stamp, registration, documentation or similar tax.





***"Stamp
      Tax Jurisdiction"*** ** has
      the
      meaning specified in Section 4(e).




**ISDA®
          2002**
 26


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





***"Tax
      Event"*** ** has
      the
      meaning specified in Section 5(b).





***"Tax
      Event Upon Merger"*** ** has
      the
      meaning specified in Section 5(b).





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





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





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





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





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





***"Threshold
      Amount"*** ** means
      the
      amount, if any, specified as such in the Schedule.





***"Transaction"*** ** has
      the
      meaning specified in the preamble.





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




**ISDA®
          2002**
 27


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





***"Waiting
      Period"*** means:—





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





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





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





**Bank
                of America,N.A.**
            
            
            **Katy
                Industries, Inc.**By:
            
            /s/
                Donald M. Caiazza
            
            By:
            
            /s/
                Michael C. PaulName:
            Donald
                M. Caiazza
            
            
            Name:
            Michael
                C. PaulTitle:
            Senior
                Vice President
            
            
            Title:
            TreasurerDate:
            August
              11, 2005
            
            
            Date:
            August
                15, 2005




**ISDA®
          2002**
 28


**ISDA®**


International
      Swaps and Derivatives Association, Inc.





**SCHEDULE**


**to
      the**


**2002
      Master Agreement**





dated
      as
      of August 11, 2005 between





**BANK
      OF AMERICA, N.A.,**


a
      national banking association


organized
      and existing under the laws of the United States of America,





("Party
      A")





and





**KATY
      INDUSTRIES, INC.,**


a
      corporation


organized
      and existing under the laws of the State of Delaware,





("Party
      B")





**PART
      1:** **Termination
      Provisions**





(a)
            ***"Specified
                Entity"***means
                in relation to Party A for the purpose of Sections 5(a)(v),5(a)(vi),
                5(a)(vii) and 5(b)(v):





None;





***"Specified
      Entity"*** means
      in
      relation to Party B for the purpose of Sections 5(a)(v), 5(a)(vi),
      5(a)(vii) and 5(b)(v):





None.





(b)
            ***"Specified
                Transaction****"*will
                have the meaning specified in Section
                14.





(c)
            The***"Cross-Default"***provisions
                of Section 5(a)(vi) (as amended in Part
                5(d))


will
      apply to Party A and


will
      apply to Party B.





In
      connection therewith, ***"Specified
      Indebtedness"*** will
      not
      have the meaning specified in
      Section 14, and such definition shall be replaced by the following: "any
      obligation in respect
      of the payment of moneys (whether present or future, contingent or otherwise,
      as principal
      or surety or otherwise), except that such term shall not include obligations
      in respect
      of deposits received in the ordinary course of a party's banking
      business."




29


***"Threshold
      Amount"*** means
      with respect to Party A an amount equal to three percent (3%)
      of
      the Shareholders' Equity of Bank of America Corporation and with respect to Party
      B,
      $1,000,000.00.





With
      respect to Party B, any "Event of Default" (as such term is defined in the
      Credit Agreement) shall be an Event of Default under this
      Agreement.





***"Credit
      Agreement"*** means
      the
      Amended and Restated Loan Agreement dated as of April 13, 2004, by and among
      Party A, other lenders party thereto and Party B (as amended,
      extended, supplemented or otherwise modified in writing from time to
      time).





***"Shareholders'
      Equity"*** means
      with respect to an entity, at any time, the sum (as shown in
      the
      most recent annual audited financial statements of such entity) of (i) its
      capital stock
      (including preferred stock) outstanding, taken at par value, (ii) its capital
      surplus and
      (iii)
      its retained earnings, minus (iv) treasury stock, each to be determined in accordance
      with generally accepted accounting principles.





(d)
            The***"Credit
                Event Upon Merger****"*provisions
                of Section 5(b)(v)


will
      apply to Party A


will
      apply to Party B.





(e)
            The***"Automatic
                Early Termination"***provision
                of Section 6(a)


will
      not
      apply to Party A


will
      not
      apply to Party B.





(f)
            ***"Termination
                Currency"***means
                United States Dollars.





(g)
            ***Additional
                Termination Event***will
                apply.





The
      following Additional Termination Events shall apply:





(i)
            In
                the event that at any time prior to the termination of any Transaction
                hedgingobligations
                under the Credit Agreement, Party A's obligation to lend under theCredit
                Agreement is terminated (a "Collateral Event"), Party B shall within
                three
                General Business Days of a Collateral Event (a) execute an ISDA Credit
                Support Annex, or provide other credit support, to secure the exposure
                of
                Party A, in form and substance satisfactory to Party A in its sole
                discretion or (b) transfer its rightsand
                obligations under this Agreement to another party that is acceptable
                to
                PartyA.
                Failure to take either action mentioned in the preceding sentence
                to thesatisfaction
                of Party A shall constitute an Additional Termination Event underthis
                Agreement with Party B being the sole Affected
                Party;





(ii)
            In
                the event that at any time prior to the termination of any Transaction
                hedgingobligations
                under the Credit Agreement, Party A (in accordance with the terms
                ofthe
                Credit Agreement) voluntarily sells, assigns or otherwise disposes
                of itsobligation
                to lend and be a party to the Credit Agreement (a "Credit Event"),Party
                A shall within three General Business Days of a Collateral Event
                transferits
                rights and obligations under this Agreement to another party that
                is
                acceptable to Party B. Failure to take such action mentioned in the
                preceding sentence to thesatisfaction
                of Party B shall constitute an Additional Termination Event underthis
                Agreement with Party A being the sole Affected Party;
                and




30


(iii)
            It
                shall be an Additional Termination Event hereunder, with respect
                to whichParty
                B shall be the sole Affected Party, if the payment obligations of
                Party Bhereunder
                are specifically subordinated to Party B's obligations to the lendersunder
                the Credit Agreement or any new or other credit agreement to which
                PartyB
                is a party.





**PART
      2:** **Tax
      Representations**





(a)
            ***Payer
                Tax Representations.***For
                the purpose of Section 3(e) of this Agreement, Party Aand
                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
      9(h) of this Agreement) to be made by it to the other party under this
      Agreement. In making this representation, it may rely on (i) the accuracy of
      any
      representations made by
      the
      other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction
      of
      the agreement
      contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy
      and effectiveness
      of any document provided by the other party pursuant to Section 4(a)(i) or
      4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of
      the
      other party contained
      in Section 4(d) of this Agreement, except that it will not be a breach of this
      representation where reliance is placed on clause (ii) above and the other
      party
      does not deliver a form or document under Section 4(a)(iii) by reason of
      material prejudice to its legal
      or
      commercial position.





(b)
            ***Payee
                Tax Representations.***For
                the purpose of Section 3(f) of this Agreement, Party Aand
                Party B will make the following representations specified below,
                if
                any:





(i)
            The
                following representations will apply to Party
                A:





Party
      A
      is a national banking association created or organized under the laws of the
      United States of America and the federal taxpayer identification number is 94-1687665.





(ii)
            The
                following representations will apply to Party
                B:





Party
      B
      is a corporation created or organized under the laws of the State of Delaware
      and the federal taxpayer identification number is75-l277589.




31


**PART
      3:** **Agreement
      to Deliver Documents**





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





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





**Party
                required to****deliver
                document**
            
            **Form/Document/Certificate**
            
            **Date
                by which to be delivered**Party
                A and Party B
            
            Internal
                Revenue ServiceForm
                W-9
            
            Upon
                execution and delivery ofthis
                Agreement




32


(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
            
            Annual
                Report of Bank of AmericaCorporation
                containing audited, consolidated financial statementscertified
                by independent certifiedpublic
                accountants and prepared in accordance with generallyaccepted
                accounting principles inthe
                country in which such party is organized
            
            To
                be madeavailable
                onwww.bankofamerica.com/investor/assoon
                as available and in any eventwithin
                90 daysafter
                the end ofeach
                fiscal yearof
                Party A
            
            YesParty
                B
            
            Annual
                Report of Party B and ofany
                Credit Support Provider thereof containing audited, consolidated
                financial
                statementscertified
                by independent certifiedpublic
                accountants and prepared in accordance with generally accepted accounting
                principles inthe
                country in which such party and such Credit Support Provider is
                organized
            
            Upon
                request
            
            YesParty
                A
            
            Quarterly
                Financial Statements ofBank
                of America Corporationcontaining
                unaudited, consolidated financial statements of such party'sfiscal
                quarter prepared inaccordance
                with generally accepted accounting principles in the country in which
                such
                party isorganized
            
            To
                be madeavailable
                onwww.bankofamerica.com/investor/assoon
                as available and in any event within 30 daysafter
                the end ofeach
                fiscalquarter
                ofParty
                A
            
            Yes




33





**Party****required
                to deliver****document**
            
            **Form/Document/Certificate**
            
            **Date
                by****which
                to be delivered**
            
            **Covered
                by****Section
                3(d) Representation**Party
                B
            
            Quarterly
                Financial Statements ofParty
                B and any Credit SupportProvider
                thereof containingunaudited,
                consolidated financialstatements
                of such party's fiscal quarter prepared in accordance with generally
                accepted accountingprinciples
                in the country in whichsuch
                party and such Credit SupportProvider
                is organized
            
            Upon
                request
            
            YesParty
                A andParty
                B
            
            Certified
                copies of all corporate, partnership or membershipauthorizations,
                as the case may be,and
                any other documents with respect to the execution, deliveryand
                performance of this Agreement and any Credit SupportDocument
            
            Upon
                executionand
                delivery ofthis
                Agreement
            
            YesParty
                A andParty
                B
            
            Certificate
                of authority andspecimen
                signatures of individuals executing this Agreement and anyCredit
                Support Document
            
            Upon
                executionand
                delivery ofthis
                Agreementand
                thereafterupon
                request ofthe
                other party
            
            Yes




34


**PART
      4:** **Miscellaneous**





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





Address
      for notice or communications to Party A:





Bank
      of
      America, N. A.


Sears
      Tower


233
      South
      Wacker Drive, Suite 2800


Chicago,
      IL 60606


Attention:
      Swap Operations


Telephone
      No.:


Facsimile
      No.:





With
      a
      copy to:





Bank
      of
      America, N.A.


100
      Federal St., MA5-100-12-04


Boston,
      Massachusetts 02110


Attention:
      Capital Markets Documentation





Address
      for notice or communications to Party B:





Katy
      Industries, Inc.


765
      Straits Turnpike - suite 2000


Middlebury,
      CT 06762








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





Party
      A
      appoints as its Process Agent: Not applicable.





Party
      B
      appoints as its Process Agent: Not applicable.





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





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





Party
      A
      is a Multibranch Party and may enter into a Transaction through its Charlotte,
      North Carolina, Chicago, Illinois, San Francisco, California, New York, New,
      York, Boston,
      Massachusetts or such other Office as may be agreed to by the parties in connection
      with a Transaction.





Party
      B
      is not a Multibranch Party.




35


(e)
            ***Calculation
                Agent.***The
                Calculation Agent is Party A; provided, that if an Event
                of





Default
      with respect to Party A as the Defaulting Party has occurred and is continuing, the
      Calculation Agent shall be a Reference Market-maker selected by Party B and acceptable
      to Party A.





(f)
            ***Credit
                Support Document.***Details
                of any Credit Support Document:





Each
      of
      the following, as amended, extended, supplemented or otherwise modified in writing
      from time to time, is a "Credit Support Document":





Not
      applicable.





(g)
            ***Credit
                Support Provider.***





Credit
      Support Provider means in relation to Party A:  Not
      applicable.





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





(h)
            ***Governing
                Law.***This
                Agreement will be governed by and construed in accordance withthe
                laws of the State of New York (without reference to its conflict
                of laws
                provisions,except
                for Sections 5-1401 and 5-1402 of the New York General Obligations
                Law).





(i)
            ***Netting
                of Payments.***Unless
                the parties otherwise so agree, "Multiple TransactionPayment
                Netting" will apply for the purpose of Section 2(c) of this Agreement,
                starting asof
                the date of this Agreement, within the following group of Transactions,
                and nototherwise:





FX
      Transactions (as defined in the FX Definitions) and Currency Option Transactions
      (as defined in the FX Definitions) (but excluding payments with respect to
      option premiums and cash settled options); and





Transactions
      (as defined in the 1993 Commodity Derivatives Definitions, published by the
      International Swaps and Derivatives Association, Inc.) (but excluding payments
      with respect to option premiums).





(j)
            ***"Affiliate"***will
                have the meaning specifiedinSection
                14 of this Agreement.





(k)
            ***Absence
                of Litigation.***For
                the purpose of Section 3(c): "Specified Entity" means inrelation
                to Party A, none;





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





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




36


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





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





(A)
            ***Non-Reliance.***It
                is acting for its own account, and it has made its ownindependent
                decisions to enter into that Transaction and as to whether thatTransaction
                is appropriate or proper for it based upon its own judgment and uponadvice
                from such advisors as it has deemed necessary. It is not relying
                on anycommunication
                (written or oral) of the other party as investment advice or as arecommendation
                to enter into that Transaction, it being understood thatinformation
                and explanations related to the terms and conditions of a Transactionshall
                not be considered investment advice or a recommendation to enter
                into thatTransaction.
                No communication (written or oral) received from the other partywill
                be deemed to be an assurance or guarantee as to the expected results
                of
                thatTransaction.





(B)
            ***Assessment
                and Understanding.***It
                is capable of assessing the merits of andunderstanding
                (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.





(C)
            ***Status
                of Parties.***The
                other party is not acting as a fiduciary for or an advisor toit
                in respect of that Transaction.





(D)
            ***Eligible
                Contract Participant.***It
                is an "eligible contract participant" as defined in Section la(12)
                of the
                U.S. Commodity Exchange Act, 7 U.S.C. Section
                la(12).





(n)
            ***Recording
                of Conversations.***Each
                party (i) consents to the recording of telephoneconversations
                between the trading, marketing and other relevant personnel of the
                partiesin
                connection with this Agreement or any potential Transaction and (ii)
                agrees, to theextent
                permitted by applicable law, that recordings may be****submitted
                in evidence in anyProceedings.





**PART
      5:** **Other
      Provisions**





(a)
            ***Delivery
                of Confirmations.***For
                each Transaction entered into hereunder, Party A shallpromptly
                send to Party B a Confirmation (which may be via facsimile transmission).Party
                B agrees to respond to such Confirmation within two Local Business
                Days,
                eitherconfirming
                agreement thereto or requesting a correction of any error(s) contained
                therein.Failure
                by Party A to send a Confirmation or of Party B to respond within
                such
                periodshall
                not affect the validity or enforceability of such Transaction. Absent
                manifest error, there shall be a presumption that the terms contained
                in
                such Confirmation are the termsof
                the Transaction.





(b)
            ***Furnishing
                Specified Information.***Section
                4(a)(iii) is hereby amended by inserting"promptly
                upon the earlier of (1)" in lieu of the word "upon" at the beginning
                thereof andinserting
                "or (2) such party learning that the form or document is required"
                before
                theword
                "any" on the first line thereof.




37


(c)
            ***Waiver
                of Right to Trial by Jury.***EACH
                PARTY HEREBY IRREVOCABLY WAIVESANY
                AND ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING
                ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANYCREDIT
                SUPPORT DOCUMENT OR ANY TRANSACTION CONTEMPLATEDHEREBY.





(d)
            ***Cross
                Default.***Section
                5(a)(vi) of this Agreement is hereby amended adding thefollowing
                after the semicolon at the end
                thereof:





"provided,
      however, that notwithstanding the foregoing (but subject to any provision to
      the
      contrary contained in any such agreement or instrument), an Event
      of
      Default shall not occur under either (1) or (2) above if the default, event of
      default or other similar condition or event referred to in (1) or the failure
      to
      pay referred to in (2) is caused not (even in part) by the unavailability of
      funds but
      is
      caused solely due to a technical or administrative error which has been remedied
      within three Local Business Days after notice of such failure is given to the
      party."





(e)
            ***2002
                Master Agreement Protocol.***Annexes
                1 to 18 and Section 6 of the ISDA 2002 Master Agreement Protocol
                as
                published by the International Swaps and DerivativesAssociation,
                Inc. on July 15, 2003 are incorporated into and apply to this Agreement.References
                in those definitions and provisions to any ISDA Master Agreement
                will bedeemed
                to be references to this Master
                Agreement.





(f)
            ***Consent
                to Disclosure.***Party
                B consents to Party A effecting such disclosure as Party A may deem
                appropriate to enable Party A to transfer Party B's records and
                information toprocess
                and execute Party B's instructions, or in pursuance of Party A's
                or Party
                B'scommercial
                interest, to any of its Affiliates. For the avoidance of doubt, Party
                B's
                consentto
                disclosure includes the right on the part of Party A to allow access
                to
                any intendedrecipient
                of Party B's information, to the records of Party A by any
                means.





(g)
            ***USA
                PATRIOT Act Notice.***Party
                A hereby notifies Party B .that pursuant to therequirements
                of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
                law
                October26,
                2001)) (the "Act"),
                it is required to obtain, verify and record information thatidentifies
                Party B, which information includes the name and address of Party
                B and
                other information that will allow Party A to identify Party B in
                accordance with the Act.





**PART
      6:** **Additional
      Terms for Foreign Exchange and Foreign Exchange Option
      Transactions**





(a)
            ***Incorporation
                of Definitions.***The
                1998 FX and Currency Option Definitions (the "FXDefinitions"),
                published by the International Swaps and Derivatives Association,
                Inc.,
                theEmerging
                Markets Traders Association and The Foreign Exchange Committee, are
                herebyincorporated
                by reference with respect to FX Transactions (as defined in the FXDefinitions)
                and Currency Option Transactions (as defined in the FX Definitions).
                Termsdefined
                in the FX Definitions shall have the same meanings in this Part
                6.





(b)
            ***Scope.*****Unless
                otherwise agreed in writing by the parties, each FX Transaction andCurrency
                Option Transaction entered into between the parties before, on or
                after
                the date of this Agreement shall be a Transaction under this Agreement
                and
                shall be part of, subject to and governed by this Agreement. FX
                Transactions and Currency Option Transactions shallbe
                part of, subject to and governed by this Agreement even if the
                Confirmation in respect




38


thereof
      does not state that such FX Transaction or Currency Option Transaction is
      subject to
      or
      governed by this Agreement or does not otherwise reference this
      Agreement.





(c)
            ***Premium
                Netting.***If,
                on any date, and unless otherwise mutually agreed by the parties,Premiums
                would otherwise be payable hereunder in the same Currency between
                the samerespective
                offices of the parties, then, on such date, each party's obligation
                to
                makepayment
                of such Premiums will be automatically satisfied and discharged and,
                if
                theaggregate
                Premiums that would otherwise have been payable by such office of
                one
                partyexceeds
                the aggregate Premiums that would otherwise have been payable by
                such
                officeof
                the other party, replaced by an obligation upon the party by whom
                the
                larger aggregatePremiums
                would have been payable to pay the other party the excess of the
                largeraggregate
                Premiums over the smaller aggregate Premiums, and if the aggregatePremiums
                are equal, no payment shall be
                made.





**IN
      WITNESS WHEREOF,** the
      parties have executed this Schedule by their duly authorized officers
      as of the date hereof.





**BANK
                OF AMERICA, N.A.**
            
            **KATY
                INDUSTRIES, INC.**/s/
                Donald M. Caiazza
            
            /s/
                Michael C. PaulName: 
                Donald M. Caiazza
            
            Name: 
                Michael C. PaulTitle:   
                Senior Vice President
            
            Title:   
                Treasurer




39








To:
            Katy
                Industries, Inc.765
                Straits TurnpikeMiddleburyCT
                06762 USAFrom:
            Bank
                of America, N. A.233
                South Wacker Drive - Suite 2800ChicagoIllinois
                60606U.S.A.Department:
            Swaps
                OperationsFax:Date:
            16th
                August 2005











Dear
      Sir/Madam,





The
      purpose of this letter agreement is to confirm the terms and conditions of
      the
      Transaction entered into
      between Katy Industries, Inc. and Bank of America, N.A. (each a "party" and
      together "the parties") on the Trade Date specified below (the "Transaction").
      This letter agreement constitutes a "Confirmation" as referred to in the ISDA
      Master Agreement specified below (the "Agreement").





The
      definitions and provisions contained in the 2000 ISDA Definitions, as published
      by the International Swaps
      and
      Derivatives Association, Inc., (the "Definitions") are incorporated into this
      Confirmation. In the event of any inconsistency between the Definitions and
      this
      Confirmation, this Confirmation will govern.





This
      Confirmation supplements, forms part of, and is subject to, the ISDA Master
      Agreement dated as of 11th August 2005, as amended and supplemented from time
      to
      time, between the parties. All provisions contained
      in the Agreement govern this Confirmation except as expressly modified
      below.





In
      this
      Confirmation "Party A" means Bank of America, N.A. and "Party B" means Katy
      Industries, Inc..







**General
      Terms:**




The
      terms
      of the particular Transaction to which this Confirmation relates are as
      follows:




Notional
                    Amount:
                As
                    per Schedule A attached hereto.Trade
                    Date:
                15th
                    August 2005Effective
                    Date:
                17th
                    August 2005Termination
                    Date:
                17th
                    August 2007, subject to adjustment in accordance withthe
                    Modified Following Business Day Convention**Fixed
                    Amounts:**Fixed
                    Rate Payer:
                Party
                    BDelayed
                    Payment:
                Applicable,
                    9 Business Days after each Fixed Rate PayerPeriod
                    End DateFixed
                    Rate PayerPeriod
                    End Dates:
                The
                    23rd of each Month, commencing on 23rd August 2005 and ending
                    on the
                    Termination Date, subject to adjustment inaccordance
                    with the Modified Following Business Day ConventionFixed
                    Rate:
                4.49000
                    per centFixed
                    Rate DayCount
                    Fraction:
                Actual/360**Floating
                    Amounts:**Floating
                    Rate Payer:
                Party
                    AFloating
                    Rate PayerPayment
                    Dates:
                The
                    23rd of each Month, commencing on 23rd August 2005 and ending
                    on the
                    Termination Date, subject to adjustment inaccordance
                    with the Modified Following Business Day ConventionFloating
                    Rate for initialCalculation
                    Period:
                to
                    be determinedFloating
                    Rate Option:
                USD-LIBOR-BBA
  
 Designated
                    Maturity:
                1
                    Month provided that Linear Interpolation will apply to the initial
                    Calculation Period and to the final Calculation PeriodSpread:
                NoneFloating
                    Rate DayCount
                    Fraction:
                Actual/360Reset
                    Dates:
                First
                    day of each Calculation Period**Business
                    Days:**
                New
                    York and London**Calculation
                    Agent:**
                Party
                    A


**Recording
      of Conversations:**




Each
      party to this Transaction acknowledges and agrees to the tape recording of
      conversations between
      the parties to this Transaction whether by one or other or both of the parties
      or their agents, and
      that
      any such tape recordings may be submitted in evidence in any Proceedings
      relating to the Agreement and/or this Transaction.







**Account
                Details:**Account
                for payments toParty
                A:
            
            USDPay
                to:ABA#:For
                Account of :Account
                Number :Swift
                Code:Account
                for payments toParty
                B:
            
            USDAs
                advised under separate cover**Offices:**The
                Office of Party A for thisTransaction
                is:
            Charlotte
                - NC, United StatesPlease
                send reset notices to fax no.The
                Office of Party B for thisTransaction
                is:
            Middlebury
                - CT, United States







Please
      confirm that the foregoing correctly sets forth the terms and conditions of
      our
      agreement by returning
      via telecopier an executed copy of this Confirmation to the attention of Global
      FX and Derivative
      Operations




Accepted
                and confirmed as of the date first written:Bank
                of America, N.A.
            
            Katy
                Industries, Inc./s/
              Dave WalkerDave
                WalkerSenior
                Vice PresidentAuthorised
                Signatory
            
            By: 
                /s/ Michael C. PaulName:  
                Michael C. PaulTitle: 
                Treasurer








**SCHEDULE
      A**





**Calculation
                  Period scheduled to commence on:**
              **Currency
                  Amount:**17th
                  August 2005
              USD
                  25,000,000.0023rd
                  August 2005
              USD
                  25,000,000.0023rd
                  September 2005
              USD
                  25,000,000.0023rd
                  October 2005
              USD
                  25,000,000.0023rd
                  November 2005
              USD
                  25,000,000.0023rd
                  December 2005
              USD
                  25,000,000.0023rd
                  January 2006
              USD
                  25,000,000.0023rd
                  February 2006
              USD
                  25,000,000.0023rd
                  March 2006
              USD
                  25,000,000.0023rd
                  April 2006
              USD
                  25,000,000.0023rd
                  May 2006
              USD
                  25,000,000.0023rd
                  June 2006
              USD
                  25,000,000.0023rd
                  July 2006
              USD
                  25,000,000.00







23rd
                  August 2006
              USD
                  15,000,000.0023rd
                  September 2006
              USD
                  15,000,000.00


23rd
                October 2006
            USD
                15,000,000.0023rd
                November 2006
            USD
                15,000,000.0023rd
                December 2006
            USD
                15,000,000.0023rd
                January 2007
            USD
                15,000,000.0023rd
                February 2007
            USD
                15,000,000.0023rd
                March 2007
            USD
                15,000,000.0023rd
                April 2007
            USD
                15,000,000.0023rd
                May 2007
            USD
                15,000,000.0023rd
                June 2007
            USD
                15,000.000.0023rd
                July 2007
            USD
                15,000,000.00