EXHIBIT 10.4
MASTER AGREEMENT
FOR
DOCUMENTARY LETTERS OF CREDIT
TERMS AND CONDITIONS
June 30, 2004
GE Canada Finance Holding Company
c/o General Electric Capital Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
The undersigned ("APPLICANT") will require, from time to time,
Documentary Letters of Credit. In accordance with the terms of the Credit
Agreement, GE Canada Finance Holding Company ("GE CAPITAL") will, upon
Applicant's application therefor, and to the extent such application is approved
by GE Capital in its sole discretion, arrange for the issuance of Credits (as
defined herein) through an affiliate of GE Capital (the "ISSUER"). Each Credit
will be governed by and interpreted in accordance with the following terms and
conditions. Capitalized terms shall have the meanings accorded them in SECTION 9
below.
1. PAYMENT TERMS.
In addition to all commissions, charges, fees and expenses payable
in connection with Credits pursuant to the Credit Agreement (including, without
limitation, the Letter of Credit Fee, as defined in the Credit Agreement),
Applicant agrees to pay to GE Capital on demand, at GE Capital's office located
at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or at such other address or
account as may be designated in writing by GE Capital, in Dollars, in
immediately available funds without duplication: (i) each amount drawn under any
Credit in Dollars or in the event that the Credit permits Drafts under such
Credit to be payable in a currency other than Dollars, the Equivalent Amount of
Dollars of each amount so drawn; (ii) interest on each amount (or the Equivalent
Amount of Dollars thereof) so drawn for each day from the date of payment of the
relevant Draft to and including the date of payment in full of such amount by
Applicant to GE Capital, at the rate specified in the Credit Agreement; and
(iii) any and all commissions and charges of, and any and all costs and expenses
incurred by, GE Capital, Issuer and each of their correspondents in relation to
the Credits and all Drafts thereunder. A schedule of commissions and charges is
attached hereto as ANNEX I.
2. SECURITY INTEREST.
To secure the payment and performance of all Obligations (including,
without limitation, Letter of Credit Obligations), the Applicant hereby grants
to GE Capital a security interest in the Collateral, including, without
limitation, the unqualified right to the possession and disposal of all property
shipped under or in connection with each Credit, whether released to the
Applicant under security agreements or otherwise, and also in and to all
shipping documents, documents of title, or Drafts drawn under each Credit and in
and to all other property owned by the Applicant, in or coming into GE Capital's
possession or custody, and in any deposit balances now or hereafter held by a
bank as custodian for GE Capital for the Applicant's account, together
MASTER AGREEMENT (Documentary L/Cs)
with the proceeds of each and all of the foregoing, until the Termination Date
(subject to reinstatement as provided in the Loan Documents). The grant of a
security interest in the preceding sentence supplements, rather than limits or
supersedes, any grant of a security interest by Applicant in the Loan Documents.
If Issuer honors any presentation or demand and Applicant fails to reimburse GE
Capital therefor in accordance with the terms of the Credit Agreement, GE
Capital and Issuer may assert their rights of subrogation under applicable law,
whether Issuer's honor satisfies all or only part of the underlying obligation.
The Applicant must, on reasonable notice, cooperate with Issuer and GE Capital
in their assertion of the Applicant's rights against the Beneficiary, the
Beneficiary's rights against the Applicant, and any other rights that Issuer or
GE Capital may have by subrogation or assignment. Subject to the terms of the
Credit Agreement, the Applicant agrees to make upon demand such cash deposits
with GE Capital as GE Capital may require to further secure the Applicant's
Letter of Credit Obligations.
3. ADMINISTRATION OF CREDIT.
(a) Applicant will promptly examine a copy of each Credit (and any
amendments thereof) sent to Applicant, as well as all other instruments and
documents delivered to Applicant from time to time in connection with such
Credit, and, in the event Applicant has any claim of non-compliance with the
instructions or of any discrepancy or other irregularity, Applicant will notify
GE Capital thereof in writing within two business days after its receipt of a
copy of such Credit (and any amendments thereof), and Applicant will
conclusively be deemed to have waived any such claim against GE Capital, Issuer
and their subcontractors, servicers and agents unless such notice is given as
aforesaid.
(b) Neither Issuer, GE Capital nor any of their correspondents
shall be responsible for, and neither Issuer's and GE Capital's powers and
rights hereunder nor Applicant's Obligations shall be affected by: (i) any act
or omission pursuant to Applicant's instructions; (ii) any other act or omission
of Issuer, GE Capital or their subcontractors, servicers and agents or their
respective agents or employees other than any such arising from its or their
gross negligence or willful misconduct; (iii) the validity, accuracy or
genuineness of Drafts, documents or required statements, even if such Drafts,
documents or statements should in fact prove to be in any or all respects
invalid, inaccurate, fraudulent or forged (and notwithstanding that Applicant
shall have notified Issuer or GE Capital thereof); (iv) failure of any Draft to
bear any reference or adequate reference to the applicable Credit; (v) errors,
omissions, interruptions or delays in transmission of delivery of any messages
however sent and whether or not in code or otherwise; (vi) any act, default,
omission, insolvency or failure in business of any other person (including any
correspondent) or any consequences arising from causes beyond Issuer's or GE
Capital's control; (vii) any acts or omissions of any Beneficiary of any Credit
or transferee of any Credit, if transferable; (viii) any act or omission of GE
Capital or Issuer required or permitted under any (A) law or practice to which a
Credit is subject, (B) applicable order, ruling or decree of any court,
arbitrator or governmental agency, or (C) published statement or interpretation
on a matter of law or practice; (ix) honor or other recognition of a
presentation or demand that includes forged or fraudulent documents or that is
otherwise affected by the fraudulent or illegal conduct of the Beneficiary or
other person (excluding GE Capital's and Issuer's employees); or (x) dishonor of
any presentation that does not strictly comply with the terms of the applicable
Credit or that is fraudulent, forged or otherwise not entitled to be honored.
Without limiting the generality of the foregoing, Issuer may (A) act in reliance
on any
2
MASTER AGREEMENT (Documentary L/Cs)
oral, telephone, telegraphic, electronic, facsimile or written request, notice,
or instruction believed in good faith to be from or have been authorized by the
Applicant, (B) receive, accept or pay as complying with the terms of a Credit
any Drafts or other documents, otherwise in order, which are signed by or issued
to any person or entity acting as the representative of, or in the place of, the
party in whose name such Credit provides that any Drafts or other documents
should be drawn or issued and (C) waive its stipulation that the bank nominated
in the applicable Credit shall accept or pay the Drafts, and Issuer may then
accept presentations of Drafts and documents for payment directly.
(c) Notwithstanding any waiver by Applicant of discrepancies in
Drafts, documents or required statements, GE Capital or Issuer, either one
acting alone, has the right in its sole judgment, to decline to approve any
discrepancies and to refuse payment on that basis under any Credit issued
hereunder. Such right is in addition to and not in limitation of rights of
Issuer under the UCP (as defined in SECTION 15(e) below).
(d) GE Capital may appoint any of its other affiliates as "Issuer"
at any time and any such Issuer may assign all or any portion of its rights
under this Agreement or any Credit, including, without limitation, any
reimbursement obligation owing to it to any such affiliate of GE Capital, in
each case without prior notice to Applicant.
4. EXTENSIONS, INCREASES AND MODIFICATIONS OF CREDIT.
Each Applicant agrees that GE Capital, acting through Issuer, may at
any time and from time to time, in its discretion, by agreement with one or more
other Applicants (whether or not such Applicant shall have been appointed as the
"Agent Applicant" in the Joint Signature Agreement contained in the
Application): (a) further finance or refinance any transaction under any Credit;
(b) renew, extend or change the time of payment or the manner, place or terms of
payment of any of the Obligations; (c) settle or compromise any of the
Obligations or subordinate the payment thereof to the payment of any other debts
of or claims against any Applicant which may at the time be due or owing to
Issuer; or (d) release any Applicant or any Guarantor or any Collateral, or
modify the terms under which such Collateral is held, or forego any right of
setoff, or modify or amend in any way this Agreement or any Credit, or give any
waiver or consent under this Agreement; all in such manner and on such terms as
Issuer may deem proper and without notice or further assent from such Applicant.
In any such event, such Applicant shall remain bound by such event and this
Agreement after giving effect to such event, and the Obligations under this
Agreement shall be continuing obligations in respect of any transaction so
financed or refinanced and, in either case, if the Obligations are contingent,
may be treated by GE Capital as due and payable for their maximum face amount.
5. RESERVE REQUIREMENTS AND SIMILAR COSTS.
If Issuer is now or hereafter becomes subject to any reserve,
special deposit or similar requirement against assets of, deposits with, or for
the account of, or credit extended by, Issuer, or any other condition is imposed
upon Issuer which imposes a cost upon Issuer, and the result, in the
determination of Issuer, is to increase the cost to Issuer of maintaining a
Credit or paying or funding the payment of any Draft thereunder, or to reduce
the amount of any sum received or receivable, directly or indirectly, by Issuer
hereunder, Applicant will pay to Issuer upon demand such amounts required to
compensate Issuer for such increased cost or reduction.
3
MASTER AGREEMENT (Documentary L/Cs)
In making the determinations contemplated hereunder, Issuer may make such
estimates, assumptions, allocations and the like which Issuer in good faith
determines to be appropriate, but Issuer's selection thereof, and Issuer's
determinations based thereon, shall be presumptive evidence upon Applicant.
6. POSSESSION OF PROPERTY BY APPLICANT.
If the Applicant accepts or retains possession of documents, goods
or other property, if any, covered by a Credit, prior to Issuer's review of
documents, then all discrepancies and other irregularities of said documents
shall be deemed waived by the Applicant, and Issuer is authorized and directed
to pay any Drafts drawn or purporting to be drawn upon such Credit.
7. PARTIAL SHIPMENTS.
Except as otherwise expressly stated in any Credit (a) partial
shipments may be made under such Credit, and Issuer may honor the relative
Drafts without inquiry regardless of any apparent disproportion between the
quantity shipped and the amount of the relative Draft and the total amount of
such Credit and the total quantity to be shipped under such Credit, and (b) if
such Credit specifies shipments in installments within stated periods and the
shipper fails to ship in any designated period, shipments of subsequent
installments may nevertheless be made in their respective designated periods and
Issuer may honor the relative Drafts.
8. EVENTS OF DEFAULT, REMEDIES; PRE-FUNDING.
(a) If any Event of Default has occurred and is continuing, other
than an Event of Default specified in SECTIONS 8.1(h) or 8.1(i) of the Credit
Agreement, Issuer may direct GE Capital in its capacity as Lender under the
Credit Agreement to pursue any of the remedies provided for in the Loan
Documents, including, without limitation, declaring that all of the Obligations
(including any such Obligations that may be contingent and not matured) are
immediately due and payable. If an Event of Default under SECTION 8.1(h) or
8.1(i) of the Credit Agreement has occurred, the Obligations shall automatically
be due and payable.
(b) Without limiting the generality of the foregoing, Applicant
agrees that if: (i) any Default or Event of Default shall have occurred and be
continuing; (ii) GE Capital at any time and for any reason deems itself or
Issuer to be insecure or the risk of non-payment or non-performance of any of
the Obligations to have increased; or (iii) in the event that a Credit is
denominated in a currency other than Dollars, GE Capital determines that such
currency is unavailable or that the transactions contemplated by this Agreement
are unlawful or contrary to any regulations to which GE Capital, Issuer or any
agent, servicer or subcontractor of either of them may be subject or that due to
currency fluctuations the Equivalent Amount of Dollars of the amount of a Credit
exceeds the amount of Dollars that Issuer in its sole judgment expected to be
its maximum exposure under such Credit, then Applicant will upon demand pay to
GE Capital an amount equal to the undisbursed portion, if any, of such Credit,
and such amount shall be held as additional Collateral for the payment of all
Letter of Credit Obligations, and after the expiration hereof, to the extent not
applied to the Letter of Credit Obligations, shall be returned to Applicant
(unless otherwise provided in the Credit Agreement or any other Loan Document).
4
MASTER AGREEMENT (Documentary L/Cs)
9. DEFINITIONS.
As used herein, the following terms shall have the following
meanings:
"AGREEMENT" shall mean, collectively, these terms and conditions,
each Application for Documentary Letter of Credit entered into between GE
Capital and/or Issuer and Applicant, the Joint Signature
Agreement and the Authorization and Agreement of Account Party appended hereto,
in each case as the same may be amended, modified, supplemented or restated from
time to time.
"APPLICANT" shall mean the person or entity executing this Agreement
as Applicant; provided that if two or more persons or entities shall have
executed this Agreement as Applicant or as Joint Applicant, the terms
"Applicant" and "Applicants" shall mean each and all of such persons and
entities, individually and collectively, except that, if the term "Applicant" is
preceded by the word "any" or "each" or a word or words of similar import, such
terms shall be deemed to refer to each of such persons or entities,
individually.
"BENEFICIARY" shall mean, as to any Credit, the beneficiary of that
Credit.
"COLLATERAL" shall have the meaning given such term in the Credit
Agreement.
"CREDIT" shall mean a Documentary Letter of Credit issued by Issuer
upon Applicant's request of GE Capital, as the same may be amended and
supplemented from time to time, and any and all renewals, increases, extensions
and replacements thereof and therefor.
"CREDIT AGREEMENT" shall mean the Credit Agreement, dated as of June
30, 2004, among the Applicant, the other credit parties party thereto, and GE
Capital, as agent for the lenders from time to time party thereto, as such
Credit Agreement may be amended, modified, supplemented or restated from time to
time.
"DEFAULT" shall have the meaning given such term in the Credit
Agreement.
"DOLLARS" shall mean lawful currency of the United States of
America.
"DRAFT" shall mean any Draft (sight or time), receipt, acceptance,
cable or other written demand for payment.
"EQUIVALENT AMOUNT" means, on any date of determination, with
respect to obligations or valuations denominated in one currency (the "first
currency"), the amount of another currency (the "second currency") that would
result from the conversion of the relevant amount of the first currency into the
second currency at the Bank of Canada 12:00 noon rate quoted on the Reuters
Monitor Screen (Page BOFC or such other Page as may replace such Page for the
purpose of displaying such exchange rate) on such date (and available by
telephone from the Bank of Canada at (▇▇▇) ▇▇▇-▇▇▇▇ or, if such date is not a
business day, on the business day immediately preceding such date of
determination, or at such other rate as may have been agreed in writing between
Applicant and Issuer.
"EVENT OF DEFAULT" shall have the meaning given such term in the
Credit Agreement.
5
MASTER AGREEMENT (Documentary L/Cs)
"GUARANTOR" shall have the meaning given such term in the Credit
Agreement.
"LENDER" shall have the meaning given such term in the Credit
Agreement.
"LETTER OF CREDIT OBLIGATIONS" shall have the meaning given such
term in the Credit Agreement.
"LOAN DOCUMENTS" shall have the meaning given such term in the
Credit Agreement.
"OBLIGATIONS" shall have the meaning given such term in the Credit
Agreement.
"TERMINATION DATE" shall have the meaning given such term in the
Credit Agreement.
10. EXPENSES; INDEMNIFICATION.
Applicant agrees to reimburse GE Capital and Issuer upon demand for
and to indemnify and hold GE Capital and Issuer harmless from and against all
claims, liabilities, losses, costs and expenses ("Indemnified Liabilities"),
including attorneys' fees and disbursements, incurred or suffered by GE Capital
and/or Issuer in connection with any Credit except to the extent arising from
their gross negligence or willful misconduct. Such Indemnified Liabilities shall
include, but not be limited to, all such Indemnified Liabilities incurred or
suffered by GE Capital and/or Issuer in connection with (a) GE Capital and/or
Issuer's exercise of any right or remedy granted to it hereunder or under the
Loan Documents, (b) any claim and the prosecution or defense thereof arising out
of or in any way connected with this Agreement, including, without limitation,
as a result of any act or omission by a Beneficiary, (c) the collection or
enforcement of the Obligations, and (d) any of the events or circumstances
referred to in SECTION 3(b) hereof. None of GE Capital, Issuer or any
subcontractor, servicer or agent of either of them shall be liable to Applicant
for any special, indirect, consequential or punitive damages arising with
respect to any Credit. Applicant must in all instances mitigate damages claimed
against Issuer or GE Capital or any subcontractor, servicer or agent of either
of them arising with respect to any Credit.
11. LICENSES; INSURANCE.
The Applicant shall procure or cause the Beneficiaries of each
Credit to procure promptly any necessary import and export or other licenses for
import or export or shipping of any goods referred to in or pursuant to such
Credit and to comply and to cause the Beneficiaries to comply with all foreign
and domestic governmental regulations in regard to the shipment and warehousing
of such goods or otherwise relating to or affecting such Credit, including
governmental regulations pertaining to transactions involving designated foreign
countries or their nationals, and to furnish such certificates in that respect
as GE Capital may at any time require, and to keep such goods adequately covered
by insurance in amounts, with carriers and for such risks as shall be
satisfactory to GE Capital, and to cause GE Capital's interest to be endorsed
thereon, and to furnish GE Capital on demand with evidence thereof. Should the
insurance upon said goods for any reason be unsatisfactory to GE Capital, GE
Capital may, at its expense, obtain insurance satisfactory to it.
6
MASTER AGREEMENT (Documentary L/Cs)
12. NO WAIVERS OF RIGHTS HEREUNDER; RIGHTS CUMULATIVE.
No delay by GE Capital or Issuer in exercising any right hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right preclude other or further exercises thereof or the exercise of any
other right. No waiver or amendment of any provision of this Agreement shall be
enforceable against GE Capital or Issuer unless in writing and signed by an
officer of GE Capital, and unless it expressly refers to the provision affected,
any such waiver shall be limited solely to the specific event waived. All rights
granted GE Capital or Issuer hereunder shall be cumulative and shall be
supplementary of and in addition to those granted or available to GE Capital or
Issuer under the Loan Documents or applicable law and nothing herein shall be
construed as limiting any such other right.
13. CONTINUING AGREEMENT; TERMINATION.
This Agreement shall continue in full force and effect until the
Termination Date (subject to reinstatement, as provided in the Loan Documents).
14. PERFORMANCE STANDARDS.
Notwithstanding any provision to the contrary herein, GE Capital
reserves the right to decline (a) any request made by the Applicant for the
issuance of a Credit or (b) any instruction provided by the Applicant if, in its
discretion, GE Capital determines that the issuance of such Credit or the
carrying out of such instruction contravenes GE Capital's customary procedures
or policy or any applicable law, rule or regulation.
15. GOVERNING LAW; JURISDICTION; CERTAIN WAIVERS.
(a) This Agreement shall be governed by and interpreted and
enforced in accordance with the laws of the Province of Ontario, and with
respect to all security interests granted in connection herewith, GE Capital and
Issuer shall have the rights and remedies of a secured party under applicable
law.
(b) APPLICANT AGREES THAT ALL ACTIONS AND PROCEEDINGS RELATING
DIRECTLY OR INDIRECTLY TO THIS AGREEMENT SHALL BE LITIGATED ONLY IN COURTS
LOCATED IN THE PROVINCE OF ONTARIO AND THAT SUCH COURTS ARE CONVENIENT FORUMS
THEREFOR, AND APPLICANT SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS.
(c) Applicant waives personal service of process upon it and
consents that any such service of process may be made by certified or registered
mail, return receipt requested, directed to Applicant at its address last
specified for notices hereunder, and service so made shall be deemed completed
two (2) days after the same shall have been so mailed.
(d) APPLICANT WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING BETWEEN IT AND GE CAPITAL OR ISSUER AND WAIVES THE RIGHT TO ASSERT IN
ANY ACTION OR PROCEEDING WITH REGARD TO THIS AGREEMENT OR ANY OF THE OBLIGATIONS
ANY OFFSETS OR COUNTERCLAIMS WHICH IT MAY HAVE.
7
MASTER AGREEMENT (Documentary L/Cs)
(e) Each Credit and this Agreement shall be subject to the Uniform
Customs and Practice for Documentary Credits (1993 Revision) International
Chamber of Commerce Publication No. 500, or the most recent revision thereof
(the "UCP"), the terms of which are known to us, and the same shall be
considered as incorporated herein. Solely for purposes of interpreting the UCP's
application to this Agreement and Credits issued hereunder, Issuer shall be
deemed to be a "bank" as such term is used in the UCP.
16. NOTICES.
Any notice to GE Capital or Issuer shall be effective only if in
writing or by authenticated teletransmission acceptable to GE Capital or Issuer,
as applicable, directed to the attention of and received by GE Capital or
Issuer's Letter of Credit Group, as applicable. Any notice to or demand on
Applicant, or, if more than one Applicant executes this Agreement, the Agent
Applicant, shall be binding on all Applicants and shall be effective when made
to Applicant, or if more than one Applicant executes this Agreement, the Agent
Applicant, by mail, telegraph, facsimile, telephone or otherwise, in the case of
mailed, telegraphed or cabled notices, to the address appearing below such
Applicant's signature or at such other address as may hereafter be specified in
a notice designated as a notice of change of address under this SECTION 16, and
in the case of telephonic or facsimile notices, to the telephone number of such
Applicant appearing below Applicant's signature. Any requirements under
applicable law of reasonable notice by GE Capital or Issuer to Applicant of any
event shall be met if notice is given to Applicant or Agent Applicant, as the
case may be, in the manner prescribed above at least seven days before (a) the
date of such event or (b) the date after which such event will occur.
17. THIRD PARTY BENEFICIARY.
Applicant hereby acknowledges that Issuer is a third party
beneficiary under this Agreement and may enforce its rights under this Agreement
directly against the Applicant as if Issuer were named herein as a party.
18. GENERAL.
(a) If this Agreement is executed by two or more Applicants, they
shall be jointly and severally liable hereunder, and all provisions hereof
regarding the Collateral shall apply to the Obligations and Collateral of any or
all of them.
(b) This Agreement shall be binding upon the heirs, executors,
administrators, assigns and successors of each of the Applicant(s) and shall
inure to the benefit of and be enforceable by GE Capital, Issuer and their
respective successors, transferees and assigns.
(c) Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof in that jurisdiction or affecting the validity or
enforceability of such provision in any other jurisdiction.
(d) This Agreement shall be deemed to be a "Loan Document" for all
purposes under the Credit Agreement.
8
MASTER AGREEMENT (Documentary L/Cs)
(e) This Agreement may be executed in any number of separate
counterparts, each of which shall collectively and separately constitute one
agreement.
[Remainder of Page Intentionally Left Blank]
9
MASTER AGREEMENT (Documentary L/Cs)
IN WITNESS WHEREOF, this Agreement has been duly executed as of the date
first written above.
"APPLICANT"
DYNAMIC DETAILS CANADA, CORP DDI CANADA ACQUISITION CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------- -------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Secretary Title: Vice President and Secretary
Address of Applicant:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
"ISSUER"
GE CANADA FINANCE HOLDING
COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
Address of Issuer:
c/o General Electric Capital Corporation
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Account Manager (DDi)
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
10
MASTER AGREEMENT (Documentary L/Cs)
JOINT SIGNATURE AGREEMENT
In consideration of your establishment from time to time of a Credit
substantially as applied for herein, it is further agreed that this Agreement
shall be the joint and several agreement of the undersigned and all property
referred to in this Agreement as belonging to Applicant shall be understood to
refer to the joint property of any or all of the several Applicants as well as
to the individual property of each of them. The happening of any Event of
Default as specified in SECTION 8 of this Agreement with respect to any
Applicant shall mature the obligations of all Applicants. A demand made on any
Applicant pursuant to SECTION 1 of this Agreement shall fix the exchange rate as
to all Applicants.
It is agreed that [ ] shall appear in [each] Credit as Account
Party and that [ ] ("AGENT APPLICANT") has the exclusive right to issue
all instructions on any and all matters relating to such Credit, including,
without limitation, instructions as to disposition of documents and any
unutilized funds, and waivers of discrepancies, and to agree with you upon any
amendments, modifications, extensions, renewals, or increases in such Credit or
any other matter.
-------------------------------- ----------------------------------
JOINT APPLICANT JOINT APPLICANT
By: ---------------------------- By: ------------------------------
Authorized Signature Authorized Signature
Address of Joint Applicant Address of Joint Applicant
--------------------------------- ----------------------------------
--------------------------------- ----------------------------------
11
MASTER AGREEMENT (Documentary L/Cs)
AUTHORIZATION AND AGREEMENT OF ACCOUNT PARTY
Gentlemen:
We hereby join the request of Applicant to issue from time to time the
Credits, described on page 1 with our name appearing as Account Party.
In consideration of your issuing each Credit in this form it is agreed
that Applicant has the exclusive right to issue all instructions on any and all
matters relating to such Credits, including, without limitation, instructions as
to disposition of documents and any unutilized funds, and waivers of
discrepancies, and to agree with you upon any amendments, modifications,
extensions, renewals, or increases in each Credit or any other matters
irrespective of whether the same may now or hereafter affect our rights or those
of our successors or assigns.
----------------------------------
Account Party
By: ------------------------------
Authorized Signature
Address of Account Party:
----------------------------------
----------------------------------
MASTER AGREEMENT (Documentary L/Cs)
ANNEX I
The Applicant agrees to pay the following fees with respect to the
Credits:
1. upon issuance thereof, the greater of (a) 1/8 of 1% of the amount of
the Credit or (b) US$95;
2. upon any amendment which increases the amount thereof, the greater
of (c) 1/8 of 1% of such increased amount or (d) US$45;
3. upon any other amendment thereof, US$45;
4. upon the negotiation thereof, the greater of (e) 1/8 of 1% of the
amount thereof or (f) US$60; and
5. with respect to any other activity related to such Credit, the
standard fees and charges of Issuer for such activity.
MASTER AGREEMENT (Documentary L/Cs)