ISDA Schedule to the Master Agreement
Exhibit
(10)(bj)
ISDA
Schedule
to the Master Agreement
dated
as of October 12,2005 between ▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇ &
Co (Party A)
and
Met - Pro Corporation ( Party B)
Part
I. Termination Provisions.
(i) "Specified
Entity" means
In relation to Party A for the purpose of:
Section
5(a)(v):
None
Section
5(a)(vi): None
Section
5(a)(vii): None
Section
5(b)(iv):
None
and
in relation to Party B for the purpose of:
Section
5(a)(v):
None
Section
5(a)(vi): None
Section
5(a)(vii): None
Section
5(b)(iv): None
(b) "Specified Transaction" will
have the meaning specified in Section 14 of this Agreement.
I
The "Cross Default"
provisions of Section 5(a)(vi) will apply to Party A and 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 monies (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".
"Threshold
Amount" means
in relation to Party A, $10,000,000 or the equivalent thereof in any other
currencies, and, in relation to Party B, $10,000,000 or the
equivalent thereof in any
other
currency.
(d)
The "Credit
Event Upon Merger" provisions
of Section 5(b)(iv)
will
apply to Party A and will apply to Party B.
The
"Automatic
Early Termination" provision
of Section 6(a)
will
not apply to Party A
will
not apply to Party B
(f)
"Payments
on Early Termination" For
the purpose of Section 6(e)
(ii) Market
Quotation will apply.
(iii) The Second Method will
apply.
(g) "Termination
Currency" means
U S Dollars
(h) "Additional
Termination Events" shall
apply.
Impossibility. The occurrence
of Impossibility shall also be a Termination Event, as to which
the Affected Party shall be the party subject to an Impossibility. For purposes
of this Agreement, "Impossibility" shall mean the occurrence of a natural or
man-made disaster, armed
conflict, act of terrorism, riot, labor disruption. Act of state or force
majeure or any other
circumstance beyond its control which makes it impossible (other than as a
result of its own
misconduct) for such a party to perform any absolute or contingent obligation,
to make a payment or delivery or to receive a payment or delivery in respect of
such Transaction or to comply with any other material provision of this
Agreement relating to such Transaction or whereby the convertibility,
transferability or ability to hold any currency has been materially impaired
between the date that the currency obligation has been entered into and the date
that the
currency is delivered
Part
2
Tax
Representations
(a) Payer Representations. For the
purposes of Section 3(e) of this Agreement:
Each
party makes 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
2
or
withholding for or on account of any Tax from any payment (other than interest
under Section 2 (e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the
other party under this agreement. In making this representation, it may rely on
(x) the accuracy of any representations made by the other party pursuant to
Section 3(f) of this
Agreement, (y) 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
(z) the satisfaction of the agreement of the other party contained in Section
4(d) of this Agreement provided that it shall not be a breach of this
representation where reliance is placed on clause (y) and the other party does
not deliver a form or document
under Section 4(a)(iii) by reason of material prejudice to its legal or
commercial position.
(b)
Payee
Representations:
For the purposes of Section 3(f) of this Agreement,
Party
A and Party B make no representation
Part
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Agreement
to Deliver Documents.
For
purposes of Section 4(a)(i) and (ii) of this Agreement, Party B agrees to
deliver the following documents:
(a)
Tax forms documents or certificates to be delivered:
None
(iv) Other documents to be
delivered:
|
To
be delivered by:
|
Form/Document/Certificate
|
Date
by which to be
|
Covered by Section 3(d) | ||||
|
delivered
|
Representation | ||||||
|
Party
A&B
|
Certified
copies of all corporate authorizations
and any documents with
respect to the execution, delivery
and performance of this Agreement.
|
Upon
execution of this Agreement
|
Yes
|
||||
| Party A & B | Certificate of authority and specimen signatures of individuals executing this Agreement | Upon execution and delivery of this Agreement and thereafter upon request of the other party. | |||||
Part
4. Miscellaneous
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(a)
Addresses for Notices For the purpose of Section 12(a) of this
Agreement:
Address
for Notices or communications to Party A
▇▇▇▇▇
Brothers ▇▇▇▇▇▇▇▇ & Co. Foreign Exchange Risk Management ▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn:
Chief Credit Officer
Telephone
No. ▇▇▇ ▇▇▇ ▇▇▇▇ Facsimile No. ▇▇▇ ▇▇▇ ▇▇▇▇
SWIFT
Address: ▇▇▇▇▇▇▇▇
Address
for Notices or Communications to Party B
Met-Pro,
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇
(b) Process
Agent.
For the purpose of Section l3(c) of this Agreement:
Party A
None
Party
B
Met-Pro,
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇
(c) Offices The
provisions of Section 10(a) will apply to this Agreement.
(d) Multibranch
Party.
For the purpose of Section 10I of
this Agreement:
Party A
is not a multibranch Party and will act only through its New York office.
Party B
is not a multibranch Party.
(e) The
calculation
agent will
be Party A.
(f)
Credit
Support Document N/A
(g) Credit
Support Provider None
in relation to either Party
(h) Governing
Law THIS
AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK (WITHOUT REFERENCE TO CONFLICT OF LAW
DOCTRINE)
(I) Netting
of Payments. Subparagraph (ii) of Section 2I of this Agreement will not
apply to all Transactions under this Agreement with effect from the date of this
Agreement.
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(v)
Affiliate will have the meaning specified in section 14 of this
Agreement. Each party and
its affiliates may share with each other any credit or other information
concerning the
other party and its affiliates.
Part
5 Other Provisions
(a) Right
of Set-off In addition to any rights of set-off a [party may have as a matter of
law or
otherwise, upon the occurrence of an Event of Default with respect to a party
("Party X") or an Illegality or Credit Event Upon Merger where Party X is the
only Affected Party, the other party ("Party Y") will have the right (but not
the obligation) without prior notice to Party X or any other person to set-off
any obligation of Party X owing to Party Y or
any of its Affiliates, branches or offices (whether or not arising under this
Agreement, whether or not matured, whether or not contingent and regardless of
the currency, place of payment or booking office of the obligation) against any
obligation of Party Y or any of its Affiliates, branches or offices owing to
Party X (whether or not arising under this Agreement, whether or not matured,
whether or not contingent and regardless of the currency, place of payment or
booking office of the obligation). In order to enable Party Y to exercise its
rights of set-off, (I) Party Y may in good faith convert any obligation to
another currency at a market rate determined by Party Y and set-off in respect
of that converted amount and/or (ii) if an obligation is unascertained, Party Y
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 paragraph will be deemed to
constitute or create a charge or other security interest. For purposes of this
Agreement, other registered investment companies advised or sub-advised by Party
B's investment adviser or sub-adviser are not considered "Affiliates" of Party
B.
(b) Waiver of Right to Trial by Jury.
Each of the parties hereby irrevocably waives any
and
all right to a trial by jury with respect to any legal proceeding or
counterclaim arising out of
or relating to this Agreement or any transaction.
I
Inconsistency, In the
event of any inconsistency between any of the following documents, the
relevant document first listed shall govern; (i) A confirmation (ii) this
schedule, (iii) the definitions incorporated by reference in a Confirmation or
in this Agreement, and (iv) the printed
form of ISDA Agreement.
(d)
Consent to Recording
Each party (i) consents to the monitoring or recording of all
dealing
conversations for all transactions covered by this Agreement, (ii) waives
further notice
of such recording, and (iii) agrees to notify its employees and officers, where
required by
law to do so, with respect to such recording. Any such recording may be
submitted to any court or any Proceeding for the purpose of establishing any
matters pertinent to this Agreement
or any Transaction.
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(e)
Relationship between the
Parties. Each party will be deemed to
represent to the other party on the date on which it enters into a
Transaction that (absent a written agreement between
the parties that expressly imposes affirmative obligations to the contrary for
that Transaction)
(vi)
Non-reliance
It is acting for its own account, and it has made its own independent decisions
to enter into that Transaction and as to whether that Transaction is
appropriate
or proper for it based ion its own judgment and upon advice from such advisers
it has deemed necessary. It is not relying in any communication (written or
oral)
of the other party as investment advice or as a recommendation to enter into
that Transaction, it being understood that information and explanations related
to the terms
and conditions of as Transaction shall not be considered investment advice or
as
a recommendation to enter into that Transaction. It has not received from the
other party any assurance or guarantee as to the expected results of that
Transaction.
(vii)
Evaluation
and Understanding. It has the capacity to evaluate and understand (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 financial and d other risks of that Transaction.
(viii) Status
of Parties. The other party is not acting as a fiduciary or an adviser for it in
respect of that Transaction.
(f)
Confirmations.
Each Transaction Party A and Party B agree to enter into under this Agreement,
will be positively confirmed within twenty-four hours of execution, either
over
a taped telephone line or through an acceptable electronic confirmation
service.
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
|
▇▇▇▇▇
Brothers ▇▇▇▇▇▇▇▇ &
Co.
|
Met-Pro Corporation
|
| By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ |
| Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ |
| Title: SVP | Title: V/P Finance |
| Date: 10-12-05 | Date: 10/12/2005 |
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