WELLS FARGO BANK, N.A. | and | AMERICAN REPROGRAPHICS COMPANY, L.L.C.; | ||
andAMERICAN REPROGRAPHICS COMPANY, | ||||
on a joint and several basis |
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WELLS FARGO BANK, N.A. | AMERICAN REPROGRAPHICS COMPANY, L.L.C. | |||||
By: | /s/ Susan Payunk | By: | /s/ Kumarakulasingam Suriyakumar | |||
Name: | Susan Payunk | Name: | Kumarakulasingam Suriyakumar | |||
Title: | Vice President | Its: | Chief Executive Officer | |||
AMERICAN REPROGRAPHICS COMPANY | ||||||
By: | /s/ Kumarakulasingam Suriyakumar | |||||
Name: | Kumarakulasingam Suriyakumar | |||||
Its: | Chief Executive Officer |
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SCHEDULE
to the
ISDA MASTER AGREEMENT
This is the Schedule to that certain ISDA Master Agreement dated as ofDecember 19, 2007betweenWELLS FARGO BANK, N.A.(“Party A”) andAMERICAN REPROGRAPHICS COMPANY, L.L.C. AND AMERICAN REPROGRAPHICS COMPANY,on a joint and several basis (each individually defined herein as a “Party B Group Member” and collectively defined herein as “Party B”).
PART 1
Termination Provisions
In this Agreement:
(A) “Specified Entity” does not apply to Party A and shall mean any “Subsidiary”, as defined in the Credit Agreement (as defined herein), in respect to each Party B Group Member.
(B) “Specified Transaction” will have the meaning specified in Section 14 of this Agreement.
(C) The “Cross-Default” provisions of Section 5(a)(vi) of this Agreement will apply to Party A and to each Party B Group Member,provided, however,the phrase “or becoming capable at such time of being declared” shall be deleted from clause (1) of such Section 5(a)(vi).
“Specified Indebtedness” means any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) for the payment or repayment of any money;provided, however,with respect to Party A such term shall not include deposits and obligations in respect of deposits received in the ordinary course of Party A’s banking business
“Threshold Amount” means with respect to Party A, an amount equal to 3% of the Shareholders Equity (as hereinafter defined) of Party A and with respect to each Party B Group Member, in connection with any Specified Indebtedness payable by each Party B Group Member, any Credit Support Provider of Party B, and any Specified Entity of Party B to Party A or its Affiliates, zero, and in connection with any other Specified Indebtedness, $1,000,000.00.
“Shareholders’ Equity” means, with respect to an entity, at any time, the sum (as shown in its most recent annual audited financial statements) 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)(iv) of this Agreement will apply to Party A and to each Party B Group Member.
(E) The “Automatic Early Termination” provision of Section 6(a) of this Agreement will not apply to Party A or to Party B.
(F) Payments on Early Termination. For the purpose of Section 6(e) of this Agreement: (i) Loss will apply and (ii) Second Method will apply.
(G) “Termination Currency” means United States Dollars.
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(H)Additional Termination Event will apply. Each of the following shall constitute an Additional Termination Event:
(i) Party B has repaid all amounts owed to Party A under that certain Credit Agreement dated as of December 6, 2007, among American Reprographics Company, L.L.C. as Borrower, American Reprographics Company as Guarantor, certain Subsidiaries of Party B as Guarantors, the Lenders party thereto, JPMorgan Chase Bank, N.A. as Administrative Agent and Collateral Agent, J.P. Morgan Securities Inc., and Wachovia Capital Markets, LLC, as Joint Bookrunners and Joint Lead Arrangers and Wachovia Bank, National Association as Syndication Agent (as amended, supplemented, modified, replaced or restated from time to time, the “Credit Agreement”), and Party A has no further obligation to provide any additional credit extension to Party B thereunder, unless Party B executes a Credit Support Document securing the Transactions under this Agreement in form and substance reasonably acceptable to Party A. Upon the occurrence of such event, Party B shall be deemed to be the sole Affected Party and all Transactions shall be deemed to be Affected Transactions;
(ii) Party A is no longer a “Lender” (as so defined therein) under the Credit Agreement. Upon the occurrence of such event, Party B shall be deemed to be the sole Affected Party and all Transactions shall be deemed to be Affected Transactions; or
(iii)Key Agreements. Any promissory note, loan agreement, credit agreement reimbursement agreement or other document or instrument evidencing a credit extension from Party A to Party B is terminated, cancelled, voided, breached or amended in any manner which would affect Party’s B ability to perform its obligations under this Agreement, determined by Party A in its reasonably discretion. Upon the occurrence of such event, Party B shall be deemed to be the sole Affected Party and all Transactions shall be deemed to be Affected Transactions.
PART 2
Tax Representations
(A) Payer Representations. For the purpose 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 or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any 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,providedthat it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.
(B) Payee Representations.For the purpose of Section 3(f) of this Agreement, Party A represents that it is a national banking association.
For the purpose of Section 3(f) of this Agreement, Party B represents that:
(i) | American Reprographics Company, L.L.C. is a limited liability company established under the laws of the State of California; and |
(ii) | American Reprographics Company is a corporation established under the laws of the State of Delaware. |
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PART 3
Agreement to Deliver Documents
For the purposes of Section 4(a)(i) and (ii) of this Agreement, the parties agrees that the following documents will be delivered:
Party Required to | Date by which | Covered by Section | ||||
Deliver Document | Form/Document/Certificate | to be delivered | 3(d) Representation | |||
Party B | Satisfactory evidence of its capacity and ability to enter into this Agreement and any Transaction hereunder | Upon execution of this Agreement and upon request | Yes | |||
Party B | Certified evidence of the authority, incumbency and specimen signature of each person executing any document on its behalf in connection with this Agreement | Upon execution of this Agreement and upon request | Yes | |||
Party B | IRS Form W-9, or any successor form thereto | Concurrent with the execution of this Agreement, promptly upon reasonable demand by Party A and promptly upon learning that any such form previously provided by Party B has become obsolete or incorrect. | Yes | |||
Party B | The Credit Support Document(s), if any, listed in Part 4(f) of this Schedule | Upon execution of this Agreement | Yes |
PART 4
Miscellaneous
(A) Addresses for Notices. For the purpose of Section 12(a) of this Agreement:
Address for notices or communications to Party B:
Address: American Reprographics Company, L.L.C.
700 North Central Avenue - Suite 550
Glendale, CA 91203
Attention: Steve Biernbaum
Telephone: (818) 500-0225
Fax: (818) 500-0195
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Address for notices or communications to Party A:
Address: | Wells Fargo Bank, N.A. Financial Products (AU #1857) 550 California Street, 12th Floor MAC A0112-121 San Francisco, California 94104 Telecopy No.: (415) 986-2604 Confirmation No.: (415) 222-3847 Attention: Documentation Group | |
Additional Address for notices or communications for operational purposes (payments and settlements): | ||
Address: | Wells Fargo Bank, N.A. 550 California Street, 12th Floor MAC A0112-121 San Francisco, California 94104 Facsimile No.: (415) 646-9208 Attention: Back Office Operations — Settlements |
(B) Process Agent. For the purpose of Section 13(c) of the Agreement, neither Party A nor Party B will appoint a Process Agent.
(C) Offices. The provisions of Section 10(a) will apply to this Agreement.
(D) Multibranch Party. For the purpose of Section 10(c) of this Agreement:
Party A is not a Multibranch Party.
Party B is not a Multibranch Party.
(E) Calculation Agent. The Calculation Agent is Party A.
(F) Credit Support Document.
Credit Support Document means, in relation to Party A: None.
Credit Support Document means, in relation to Party B:
(i) | The Credit Agreement, as defined herein; | ||
(ii) | The “Guaranty”, as defined in the Credit Agreement; | ||
(iii) | The “Collateral Documents”, as defined in the Credit Agreement; | ||
(iii) | Each document, entered into from time to time, which secures the loans made pursuant to the Credit Agreement and Note Agreement; and |
(iv) | Each document or instrument entered into from time to time between Party A and Party B (or any Credit Support Provider of Party B) which, by its terms, secures, guarantees or otherwise supports Party B’s obligations hereunder from time to time, whether or not this Agreement, or any Transaction entered into hereunder is specifically referenced or described in such document or instrument. |
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(G) Credit Support Provider.
Credit Support Provider means in relation to Party A: None.
Credit Support Provider means in relation to Party B: each “Guarantor”, as defined in the Credit Agreement.
(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 choice of law doctrine.
(I) Netting of Payments. Subparagraph (ii) of Section 2(c) of this Agreement will apply to the Transactions.
(J) “Affiliate” shall have the meaning specified in Section 14 of this Agreement; provided, however, that Party A shall not have any Affiliates for purposes of this Agreement.
PART 5
Other Provisions
(A) Confirmations. Notwithstanding anything to the contrary in this Agreement:
(i) The parties hereto agree that with respect to each Transaction hereunder a legally binding agreement shall exist from the moment that the parties hereto agree on the essential terms of such Transaction, which the parties anticipate will occur by telephone.
(ii) For each Transaction Party A and Party B agree to enter into hereunder, Party A shall promptly send to Party B a Confirmation setting forth the terms of such Transaction. Party B shall execute and return the Confirmation to Party A or request correction of any error within three Business Days of receipt. Failure of Party B to respond within such period shall not affect the validity or enforceability of such Transaction and shall be deemed to be an affirmation of such terms.
(B) ISDA Definitions. Unless otherwise specified in a Confirmation, this Agreement, each Confirmation, and each Transaction are subject to and governed by the 2000 ISDA Definitions (“2000 Definitions”) and the 2005 ISDA Commodity Derivatives Definitions (“Commodity Definitions”), in each case published by the International Swaps and Derivatives Association, Inc. (“ISDA”) as each has been or may be amended, supplemented, updated, or restated. The provisions of the 2000 Definitions and the Commodity Definitions are incorporated by reference in and made part of this Agreement and each Confirmation as if set forth in full in this Agreement and each Confirmation.
In the event of any inconsistency between the definitions or provisions in any of the following documents, the relevant document first listed below shall govern: (i) a Confirmation (with respect only to definitions in such Confirmation; provided, however, that other provisions in a Confirmation will govern over inconsistent provisions in the following documents to the extent that such Confirmation explicitly states its intent to modify the following documents); (ii) the Schedule to the ISDA Master Agreement; (iii) the ISDA Master Agreement (iv) the Commodity Definitions and (v) the 2000 Definitions. For purposes of this Agreement, all references in the Definitions to “Swap Transactions” shall be deemed references to any Transaction under this Agreement.
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(C) Additional Representations. Section 3 of this Agreement is hereby amended by adding at the end thereof the following subsections (g) through (l):
“(g)Eligible Contract Participant. It is either an “eligible contract participant” as that term is defined in Section 1a(12) of the Commodity Exchange Act (7 U.S.C. 1a(12)) and was not formed solely for the purposes of constituting an “eligible contract participant, or if it is not an eligible contract participant, this Agreement (including each Transaction) is undertaken in conjunction with its line of business (including financial intermediation services) or the financing of its business.”
“(h)No Agency. It is entering into this Agreement, any Credit Support Document to which it is a party, each Transaction and any other documentation relating to this Agreement or any Transaction as principal (and not as agent or in any other capacity, fiduciary or otherwise).”
“(i)Creditworthiness. The economic terms of this Agreement, and any Credit Support Documents to which it is a party, and each Transaction have been individually tailored and negotiated by it, and the creditworthiness of the other party was a material consideration in its entering into or determining the terms of this Agreement, such Credit Support document, and such Transaction.”
“(j)Individual Negotiation.This Agreement (including each Transaction) has been subject to individual negotiation by the parties, including individualized creditworthiness determinations.”
“(k)Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts the terms, conditions and risks of this Agreement and each Transaction hereunder. It is also capable of assuming, and assumes, the risks of this Agreement and each Transaction hereunder.”
“(l)Non-Reliance.It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction: it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into a Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee of the expected results of that Transaction.”
(D) Right of Setoff. Section 6 of this Agreement is amended by adding the following new Section 6(f):
“(f)Set-off.Any amount (the “Early Termination Amount”) payable under Section 6(e) by one party (“Party X”) or its Affiliates to other party that is either the Defaulting Party or the one Affected Party (“Party Y”), will, at the option of Party X (and without prior notice to Party Y), be reduced by its set-off against any amount(s) (the “Other Agreement Amount”) payable (whether at such time or in the future or upon the occurrence of a contingency) by Party Y to Party X or its Affiliates (irrespective of the currency, place of payment or booking office of the obligation) under any other agreement(s) between Party X and its Affiliates and Party Y or instrument(s) or undertaking(s) issued or executed by one party to, or in favor of, the other party (and the Other Agreement Amount will be discharged promptly and in all respects to the extent it is so set-off). Party 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 Agreement Amount (or the relevant portion of such amounts) may be converted by Party X into the currency in which the other is denominated at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency. The term “rate of exchange” includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the relevant currency.
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If an obligation is unascertained, Party X may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained.
Nothing in this Section 6(f) shall be effective to create a charge or other security interest. This Section shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).”
(E) Inconsistency Among Definitions or Provisions. In the event of any inconsistency between the definitions or provisions in any of the following documents, the relevant document first listed below shall govern: (i) a Confirmation (with respect only to definitions in such Confirmation; provided, however, that other provisions in a Confirmation will govern over inconsistent provisions in the following documents to the extent that such Confirmation explicitly states its intent to modify the following documents); (ii) the Schedule to the ISDA Master Agreement; (iii) the ISDA Master Agreement; and (v) the 2000 ISDA Definitions.
(F) Severability. 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 of the Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace the prohibited or unenforceable provision with a valid provision, the economic effect of which comes as close as possible to that of the prohibited or unenforceable provision.
(G) WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY TRIAL OR LITIGATION ARISING OUT OF OR IN CONNECTION WITH ANY TRANSACTION OR THIS AGREEMENT.
(H) RISK DISCLOSURE. PARTY B HEREBY ACKNOWLEDGES AND AGREES THAT IT HAS: (X) READ THE RISK DISCLOSURE SET FORTH ON EXHIBIT A; (Y) UNDERSTANDS SUCH RISK DISCLOSURE; AND (Z) HAD AN ADEQUATE OPPORTUNITY TO DISCUSS ANY QUESTIONS OR COMMENTS THAT IT MAY HAVE HAD WITH RESPECT TO SUCH RISK DISCLOSURE PRIOR TO THE EXECUTION OF THIS AGREEMENT.
(I) Consent to Recording. Each party (i) consents to the recording of the telephone conversations of trading and marketing personnel of the parties in connection with this Agreement or any potential Transaction, and (ii) agrees to obtain any necessary consents of and give notice of such recording to its personnel, and (iii) consents to the submission of any such tape recording in evidence in any Proceedings.
(J) Accuracy of Specifed Information. Section 3(d) of this Agreement is hereby amended to include “or in the case of audited or unaudited financial statements, a fair representation of the financial condition of the relevant person”, after “respect” in the third line thereof.
(K) Transfer. Section 7(a) of this Agreement is hereby amended to include “reorganization, reincorporation, incorporation or reconstitution”, after “to,” and before “another” in the second line thereof.
(l) Termination Currency Equivalent. The Definition of Termination Currency Equivalent” of this Agreement is hereby amended to include “in any commercially reasonable manner”, after “determination,” and before “as” in the fourth line thereof.
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(M) Joint & Several Obligations. Each Party B Group Member which comprises Party B hereby acknowledges and confirms that the obligations and liabilities of each such Party B Group Member under this Agreement or any Transaction hereunder are joint and several. Accordingly, each such Party B Group Member shall be jointly and severally liable for the obligations and liabilities expressed to be obligations of Party B hereunder. Additionally, each such Party B Group Member further acknowledges and confirms that notwithstanding the joint and several nature of their obligations hereunder, each reference to Party B in this Agreement or any Transaction hereunder shall be a reference to each such Party B Group Member individually. Each Party B Group Member comprising Party B hereby also acknowledges, agrees and confirms on and as of the date of this Agreement and on each date on which a Transaction is entered into that: (i) the actions of either Party B Group Member shall bind both Party B Group Members equally, as if both had executed or taken such action jointly; (ii) each Party B Group Member hereby appoints the other Party B Group Member as its agent and each acknowledges and agrees that it is entering into this Agreement and each Transaction on behalf of itself and the other Party B Group Member as agent; (iii) it has the power and the authority to execute and deliver this Agreement and any Transaction on its own behalf as agent and on behalf of the other Party B Group Member and to bind itself as agent and the other Party B Group Member and to act on behalf of itself as agent and on behalf of the other Party B Group Member in all matters related to this Agreement; and (iv) this Agreement is binding upon it as agent and on the other Party B Group Member and enforceable against it as agent and against the other Party B Group Member in accordance with its terms and does not and will not violate the terms of any agreement by which it and the other Party B Group Member is bound. Each Party B Group Member comprising Party B agrees to indemnify Party A, to the fullest extent permitted by law, from and against any loss, liability, cost, claim, action, demand or expense (including, without limitation, the costs, expenses and disbursements of legal counsel), whether direct, indirect, incidental or consequential, resulting from, arising out of or relating to (i) any claim by the other Party B Group Member that any Transaction entered into by such Party B Group Member on the other Party B Group Member’s behalf was not suitable, and (ii) any claim by the other Party B Group Member that any Transaction entered into by such Party B Group Member on the other Party B Group Member’s behalf was without authority.
PART 6: FX
Transactions and Currency Options
(A) Incorporation and Amendment of 1998 FX and Currency Option Definitions.
(i) Incorporation of 1998 FX and Currency Option Definitions. The 1998 FX and Currency Option Definitions, as amended from time to time (the “1998 Definitions”), published by the International Swaps and Derivatives Association, Inc., the Emerging Markets Trader Association and The Foreign Exchange committee, are hereby incorporated by reference with respect to any “Currency Option Transactions” and “FX Transactions” as defined by the 1998 Definitions, except as otherwise specifically provided herein or in the Confirmation.
(ii) Amendment of 1998 FX and Currency Option Definitions. The following amendments are made to the 1998 Definitions:
Section 2.1 of the 1998 Definitions is amended by adding the following as Section 2.1(b):
Currency Obligation.“Currency Obligation” means the undertaking of a party hereunder to receive or deliver an amount of currency, including a netted Currency Obligation, and including any Currency Obligation previously entered into by the parties.
(B)Confirmations.Any confirmation (whether provided by mail, facsimile or other electronic means) in respect of any FX Transaction or Currency Option Transaction into which the parties may enter, or may have entered into prior to the date hereof, that fails by its terms to expressly excluded the application of this Agreement shall (to the extent not otherwise provided for in this Agreement) (i) constitute a “Confirmation” as referred to in this Agreement, even when not so specified in such confirmation; and (ii) supplement, form a part of, and be subject to this Agreement, and all provisions in this Agreement will govern such Confirmation except as expressly modified therein.
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(C)Netting and Related Provisions. Section 2(c) shall not apply to FX Transaction or Currency Option Transactions. In lieu thereof, the following shall apply:
(i) Netting, Discharge and Termination of FX Transactions. The following provisions shall apply to FX Transactions:
Unless otherwise agreed by the parties, whenever an FX Transaction is entered into between the parties which creates a Currency Obligation in the same currency and for the same Settlement Date as an existing Currency Obligation between the parties, such Currency Obligation shall automatically and without further action be netted, individually canceled and simultaneously replaced through novation by a new Currency Obligation under which the party having the obligation to deliver the greater aggregate amount of currency shall be obligated to deliver the excess of such greater aggregate currency amount over such lesser aggregate currency amount. Such new Currency Obligation shall be considered a “Currency Obligation” under this Agreement.
(ii) Netting, Discharge and Termination with Respect to Currency Option Transactions. The following provisions shall apply to Currency Option Transactions:
Unless otherwise agreed by the parties, any Call or Put written by a party will automatically be terminated and discharged, in whole or in part, as applicable, against a Call or a Put, respectively, having the same identical terms, written by the other party; and, upon the occurrence of such termination or discharge, neither party shall have any further obligation to the other party in respect of the parts so terminated and discharged (except for the obligation of either party to pay any Premium due, but not paid, thereunder); and the remaining portion of any Currency Option Transaction, which is partially discharged and terminated, shall continue to be a Currency Option Transaction under this Agreement.
(D) Inconsistencies. In the event of any conflict between:
(i) the terms of a Deliverable FX Transaction Confirmation and this Agreement, the terms of this Agreement shall supersede;
(ii) the terms of a Deliverable FX Transaction Confirmation, where the Confirmation explicitly states that it shall so prevail and has been signed by both parties, its terms shall supersede the terms of this Agreement;
(iii) the terms of a Currency Option Transaction or a Non-Deliverable FX Transaction Confirmation and this Agreement, the terms of the Confirmation shall supersede.
(E) Definitions. Section 14 of this Agreement is hereby amended as follows:
The definition of “Terminated Transactions” shall be deemed to include Currency Obligations.
(F)Premium Payment.Notwithstanding the provisions of Section 5 of this Agreement or any other provisions of this Agreement, if in connection with a Currency Option Transaction a Premium is not received on the Premium Payment Date, the Seller may elect: (i) to accept a later payment of such Premium or (ii) to give written notice of such non-payment and, if such payment shall not be received within three Local Business Days of such notice, treat the related Currency Option Transaction as void. If the Seller elects to act under clause (i) of the preceding sentence, the Buyer shall pay interest on such Premium in the same currency as such Premium from the day such Premium was due until the day paid at the Default Rate, as determined in good faith by the Seller; and if the Seller elects to act under clause (ii) of the preceding sentence, the Buyer shall pay all of Seller’s losses, costs and expenses, including, but not limited to, legal fees and out-of-pocket expenses of the Seller, incurred in connection with such unpaid or late Premium or void Currency Option Transaction, including, but not limited to, interest on such Premium in the same currency as such Premium at the then prevailing market rate and any other costs or expenses incurred by the Seller in covering its obligations (including, but not limited to, a delta hedge) with respect to such Currency Option Transaction.
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IT 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.
“Party A” | “Party B” | |||
WELLS FARGO BANK, N.A. | AMERICAN REPROGRAPHICS COMPANY, L.L.C. | |||
By: | /s/ Susan Payunk | By: | /s/ Kumarakulasingam Suriyakumar | |
Name: | Susan Payunk | Name: | Kumarakulasingam Suriyakumar | |
Title: | Vice President | Its: | Chief Executive Officer | |
AMERICAN REPROGRAPHICS COMPANY | ||||
By: | /s/ Kumarakulasingam Suriyakumar | |||
Name: | Kumarakulasingam Suriyakumar | |||
Its: | Chief Executive Officer |
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EXHIBIT A
Generic Risk Disclosure
For Financial Products Transactions and Related Transactions
As is common with many other financial instruments and transactions, over-the-counter swaps, options, forwards, foreign exchange transactions and other similar derivatives and related products (each, a “Financial Products Transaction”) may involve a variety of significant risks. Before entering into any Financial Products Transaction, you should carefully consider whether the transaction is appropriate for you in light of your objectives, experience, financial and operational resources, and other relevant circumstances. You should also ensure that you fully understand the nature and extent of your exposure to risk of loss, if any, which in some circumstances may significantly exceed the amount of any initial payment made by or to you.
The specific risks presented by a particular Financial Products Transactions necessarily depend upon the terms of that transaction and the circumstances. Common to all, however, is their nature as legally binding contractual commitments, which, once agreed to, cannot be altered other than by termination or modification upon written agreement by the parties. You should understand that such termination and/or modification may, in certain circumstances, result in significant losses to you and may include additional amounts required to cover the relevant costs.
In entering into any Financial Products Transaction with, or arranged by, us, Wells Fargo Bank, National Association, or, as may be applicable, our authorized subsidiaries or affiliates (each such entity, “Wells Fargo”), you should also understand that Wells Fargo is acting solely in the capacity of an arm’s length contractual counterparty and not in the capacity of your financial advisor or fiduciary unless otherwise explicitly agreed in writing and then only to the extent so provided.
This brief statement does not purport to disclose all of the risks or other relevant considerations of entering into Financial Products Transactions.
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