SCHEDULE
to the
MASTER AGREEMENT
Dated as of October 30, 1997
between Citibank, N.A. ("Party A"), a national banking association
organized under the laws of the United States and Fairchild Holding
Corp. ("Party B"), a Delaware corporation.
Scope of Agreement
As of the date of this Agreement, all Transactions entered into
(whether before or after this Agreement is entered into) between the
parties to this Agreement through Offices specified in Part 4(4) of
this Schedule (and the respective rights and obligations of the
parties in respect of those Transactions) shall be governed by,
subject to, and determined in accordance with, the terms and
conditions set out in this Agreement and the related Confirmations.
PART 1
Termination Provisions
In this Agreement:
(1) "Specified Entity" does not apply.
(2) "Specified Transaction" will have the meaning specified in
Section 14 of the Agreement.
(3) The "Cross-Default" provisions of Section 5(a)(vi) of the
Agreement will apply to Party
A and Party B.
"Specified Indebtedness" means any obligation (whether present
or future, contingent or
otherwise, as principal or surety or otherwise) in respect of
borrowed money, other than
indebtedness in respect of deposits received.
"Threshold Amount" means (i) with respect to Party A, 2% of the
stockholders' equity of Party A and (ii) with respect to Party B, 2%
of the stockholders' equity of Party B.
(4) The "Credit Event Upon Merger" provisions of Section 5(b)(iv)
of the Agreement will
apply to Party A and Party B.
The "Automatic Early Termination" provision of Section 6(a) of the
Agreement will not
apply to Party A or Party B; provided, however, where the Event of
Default specified in Section 5(a)(vii)(1), (3), (4), (5), (6) or to
the extent analogous thereto, (8) of the Agreement, is governed by a
system of law which does not permit termination to take place after
the occurrence of the relevant Event of Default, then the Automatic
Early Termination provision of Section 6(a) of the Agreement will
apply to Party A and Party B.
(6) Payments on Early Termination. For the purpose of Section 6(e)
of the Agreement:
The Second Method and Market Quotation will apply.
(7) "Termination Currency" means United States Dollars.
(8) Additional Termination Events.
(a) Section 5(b) of the Agreement is modified by adding at the end
thereof the following subsection (vi):
(vi) Impossibility. Due to the occurrence of a natural or man-
made disaster, armed conflict, act of terrorism, riot, labor
disruption or any other circumstance beyond its control after the
date on which a Transaction is entered into, it becomes impossible
(other than as a result of its own misconduct) for such a party
(which will be the Affected Party):
(1) to perform any absolute or contingent obligation, to make
a payment or
delivery or to receive a payment or delivery in respect of such
Transaction or
to comply with any other material provision of this Agreement
relating to such Transaction; or
to perform, or for any Credit Support Provider of such party to
perform, any
contingent or other obligation which the party (or such Credit
Support Provider) has under any Credit Support Document relating to
such Transaction.
(b) An Impossibility shall be treated as an Illegality for purposes
of Section 5(c) of the
Agreement.
(9) It shall constitute an Event of Default hereunder and Party B
shall be deemed the
Defaulting Party if an event of default (however described)
occurs under the Credit
Agreement dated as of July 18, 1997 among Fairchild Holding
Corp., as Borrower, RHI
Holdings, as Guarantor, the institutions from time to time
party thereto as Lenders, the
institution from time to time as issuing Banks, Citicorp USA,
Inc., as Administration
Agent and Collateral Agent, Nationsbank, N.A., as Syndication
Agent and Salomon
Brothers Inc., as Documentation Agent.
(10) It shall constitute an Event of Default hereunder and
Party B shall be deemed the Defaulting Party if the collateral
pledged under the Credit Agreement no longer secures Party B's
obligations hereunder.
PART 2
Tax Representations
(1) Payer Representations. For the purpose of Section 3(e) of the
Agreement, Party A and
Party B will make the following representation:
It is not required by any applicable law, as modified by the
practice of any relevant governmental revenue authority, of any
Relevant Jurisdiction to make any deduction or withholding for or on
account of any Tax from any payment (other than interest under
Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it
to the other party under this Agreement. In making this
representation, it may rely on:
(x) the accuracy of any representation 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.
(2) Payee Representations. For the purpose of Section 3(f) of the
Agreement, Party A and Party B make the representations
specified below, if any:
The following representation will apply to Party A:
It is a national banking association organized under the laws of the
United States and its U.S. taxpayer identification number is 13-
5266470
The following representation will apply to Party B:
It is a corporation created or organized in the United States or
under the laws of the United States or of any State and its U.S.
taxpayer identification number is 541794337.
PART 3
Documents to be Delivered
For the purpose of Section 4(a) of the Agreement:
(1) Tax forms, documents or certificates to be delivered are:
As required under Section 4(a)(iii) of the Agreement.
(2) Other documents to be delivered are:
(a) Certified copies of all documents evidencing necessary
corporate and other authorizations and approvals with respect to the
execution, delivery and performance by the party of this Agreement.
Party required to deliver: Party B
Date by which to be delivered: Upon execution of this Agreement
Covered by Section 3(d) Representation: Yes
(b) A certificate of an authorized officer of the party, certifying
the names, true signatures
and authority of the officers of the party signing this
Agreement.
Party required to deliver: Party B
Date by which to be delivered: Upon execution of this Agreement
Covered by Section 3(d) Representation: Yes
(c) An opinion of counsel to the party substantially in the form
set forth in Exhibit I and
covering such other matters as reasonably requested by the
receiving party.
Party required to deliver: Party B
Date by which to be delivered: Upon execution of this Agreement
Covered by Section 3(d) Representation: No
(d) Such other document as the other party may reasonably request
in connection with each
Transaction.
Party required to deliver: Party B
Date by which to be delivered: Promptly upon request
Covered by Section 3(d) Representation: Yes
PART 4
Miscellaneous
(1) 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.
(2) Process Agent. For the purpose of Section 13(c) of the
Agreement:
Party B appoints as its Process Agent in the State of New York:
Not applicable
(3) Offices. The provisions of Section 10(a) of the Agreement will
not apply.
(4) Multibranch Party. For the purpose of Section 10 of the
Agreement:
(a) Party A is a Multibranch Party and may act through the
following Offices: New York and London.
(b) Party B is not a Multibranch Party.
(5) Addresses for Notices. For the purpose of Section 12(a) of the
Agreement:
(a) Address for notices or communications to Party A:
Address: Citibank, N.A., New York Head Office
399 Park Avenue, 7th Floor
New York, New York 10043
Attention: Vice President in Charge of Global Derivatives
(For all purposes)
(b) Address for notices or communications to Party B:
Address: Fairchild Holding Corp.
P.O. Box 10803
Chantilly, Virginia 20153
or overnight:
300 West Service Road
Chantilly, Virginia 20102
Attention: Colin M. Cohen, Vice President
Telefax No.: 703-478-5775
(For all purposes)
(6) Calculation Agent. The Calculation Agent is Party A, unless
otherwise specified in a Confirmation in relation to the relevant
Transaction.
(7) "Affiliate" will have the meaning specified in Section 14 of
the Agreement.
(8) Credit Support Document. None.
(9) The Credit Support Provider. None.
PART 5
Other Provisions
( l ) Existing Agreements.
(a) Subject and without prejudice to Part 5(7) of this Schedule,
effective as of the date
hereof, this Agreement shall supersede any existing agreement
or agreements between the
parties relating to Transactions entered into through any of
the Offices of the parties
listed in Part 4(4) of this Schedule.
(b) If, on the date hereof, any sum remains payable under that
superseded agreement as a
result of any Transaction, this Agreement shall apply in
relation thereto with any
necessary consequential amendments.
(2) Confirmations. Notwithstanding anything to the contrary in the
Agreement:
(a) 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.
(b) 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.
(3) Additional Agreements. Each party agrees, upon learning of the
occurrence of any event
or commencement of any condition that constitutes (or that with
the giving of notice or
passage of time or both would constitute) an Event of Default
or Termination Event with
respect to such party, promptly to give the other party notice
of such event or condition
(or, in lieu of giving notice of such event or condition in the
case of an event or condition
that with the giving of notice or passage of time or both would
constitute an Event of
Default or Termination Event with respect to the party, to
cause such event or condition
to cease to exist before becoming an Event of Default or
Termination Event).
(4) Additional Representations. Section 3 of the Agreement is
hereby amended by adding
at the end thereof the following subsections:
(g) Eligible Swap Participant. It is an "eligible swap
participant" as that term is defined by the Commodity Futures
Trading Commission at 17 C.F.R. ?? 35.1(b)(2).
(h) Relationship Between Parties.
(i) It is not relying on any advice, statements or recommendations
(whether written or oral) of the other party regarding any
Transaction, other than the written representations expressly made
by that other party in this Agreement and in the Confirmation in
respect of that Transaction;
(ii) In respect of each Transaction under this Agreement,
(1) it has the capacity to evaluate,(internally or
through independent professional advice) that Transaction (including
decisions regarding the appropriateness or suitability of that
Transaction) and has made its own decision to enter into that
Transaction;
(2) it understands the terms, conditions and risks of that
Transaction and is willing to accept those terms and conditions and
to assume (financially and otherwise) those risks;
(3) it is entering into that Transaction as
principal and not as agent for any
other party; and
(4) it acknowledges and agrees that the other party
is not acting as a fiduciary or advisor to it in connection with
that Transaction.
(i) It is entering into that Transaction for the purposes of
managing its borrowings or investments, hedging its underlying
assets or liabilities or in connection with a line of business, and
not for purposes of speculation.
(5) Additional Representations of Party B. Party B represents and
warrants to Party A that
(i) this Agreement constitutes a Hedge Agreement (as defined in the
Credit Agreement)
and (ii) Party B's obligations hereunder are secured by the Credit
Agreement..
(6) Advances. If at any time any amounts due to Party A by Party B
hereunder remain
unpaid after the applicable grace period, if any, such amounts shall
be advanced by
Citicorp USA Inc. Party B acknowledges that each such advance shall
constitute a Hedge
Agreement Undertaking by CUSA as defined in the Deed of Trust and
any and all such
advances, together with interest thereon, as provided in this
Agreement, shall be secured
by the Deed of Trust and other loan documents executed in connection
therewith. No
such disbursement by CUSA shall in any way limit the rights and
remedies of Party A
under this Agreement arising by reason of the occurrence of such
failure to pay by Party
B (including without limitation, the right to terminate this
Agreement and collect the
amount, if any, owed by Party B in connection with this Agreement)
and default by Party
B under this Agreement shall also be a default under the Loan
Agreement and Deed of
Trust.
(7) Set-off. Section 6 of the Agreement is amended by adding the
following new subsection
6(f):
(f) 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 ("X") the other party ("Y") will
have the right (but will not be obliged) without prior notice to X
or any other person to set-off any obligation of X owing to Y
(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 Y owing to 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).
For the purpose of cross-currency set-off, Y may convert any
obligation to another currency at a market rate determined by Y.
If an obligation is unascertained, 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 provision will be deemed to create a charge or
other security interest.
(8) Netting Provisions. If an Early Termination Date is designated,
amounts determined in
respect of all Terminated Transactions shall, to the fullest
extent permitted by law, be
aggregated with and netted against one another in performing
the calculations
contemplated by Section 6(e) of this Agreement. Any Terminated
Transaction(s) that
cannot be so aggregated and netted pursuant to the application
of the previous sentence
shall be aggregated and netted amongst themselves to the
fullest extent permitted by law.
Any Terminated Transactions that cannot be so aggregated and
netted amongst themselves
shall instead be (and is hereby agreed always to have been)
governed by, and subject to,
(i) the terms and conditions set out in any relevant agreement
otherwise superseded by
this Agreement as referred to in Part 5(l)(a) of this Schedule
or (ii) if no such agreement
exists, the terms and conditions set out in the relevant
Confirmation(s) with respect to
such Transaction(s).
(9) 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 unless such severance shall substantially impair
the benefits of the remaining
portions of this Agreement or changes the reciprocal
obligations of the parties. The parties
hereto shall 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.
WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDINGS.
(11) Telephonic Recording. The parties agree, subject to any consent
required by applicable law, that each may electronically record all
telephonic conversations between them and that any such tape
recordings may be submitted in evidence in any Proceedings relating
to the Agreement. In the event of any dispute between the parties as
to the terms of a Transaction governed by the Agreement or the
obligations thereby created prior to the execution of a Confirmation
for such Transaction, the parties may use electronic recordings
between the persons who entered into such Transaction as the
preferred evidence of the terms of such Transaction.
(12) Escrow Payments. If by reason of the time difference between
the cities in which payments are to be made, it is not possible for
simultaneous payments to be made on any date on which both parties
are required to make payments hereunder, either party may at its
option and in its sole discretion notify the other party that
payments on that date are to be made in escrow. In this case deposit
of the payment due earlier on that date shall be made by 2:00 p.m.
(local time at the place for the earlier payment) on that date with
an escrow agent selected by the party giving the notice, accompanied
by irrevocable payment instructions (i) to release the deposited
payment to the intended recipient upon receipt by the escrow agent
of the required deposit of the corresponding payment from the other
party on the same date accompanied by irrevocable payment
instructions to the same effect or (ii) if the required deposit of
the corresponding payment is not made on that same date, to return
the payment deposited to the party that paid it into escrow. The
party that elects to have payments made in escrow shall pay the
costs of the escrow arrangements and shall cause those arrangements
to provide that the intended recipient of the payment due to be
deposited first shall be entitled to interest on that deposited
payment for each day in the period of its deposit at the rate
offered by the escrow agent for that day for overnight deposits in
the relevant currency in the office where it holds that deposited
payment (at 11:00 a.m. local time on that day) if that payment is
not released by 5:00 p.m. local time on the date it is deposited for
any reason other than the intended recipient's failure to make the
escrow deposit it is required to make hereunder in a timely fashion.
PART 6
FX Transactions and Currencv Options
(1) The provisions of the 1992 ISDA FX and Currency Option
Definitions as published by
the International Swap Dealers Association, Inc. (the "FX
Definitions") are hereby
incorporated herein in their entirety and shall apply to FX
Transactions, Currency
Obligations and Currency Options entered into by the Offices of
the parties specified in
Part 4(4) of this Schedule. FX Transactions, Currency
Obligations and Currency Options
are each deemed to be Transactions pursuant to the ISDA Master
Agreement.
Regardless of any express provision or provisions to the contrary in
respect of an FX Transaction or Currency Option (i) all FX
Transactions and all Currency Options entered into between the
parties prior to, on, or (until agreed otherwise by the parties)
after the date of this Agreement shall be deemed to be Transactions
for the purposes of this Agreement, and (ii) all Confirmations
howsoever described and whether by means of electronic messaging
system, letter, telex, facsimile or otherwise in respect of FX
Transactions and Currency Options shall constitute "Confirmations"
as referred to in this Agreement even where not so specified in the
Confirmation. Such Confirmations will supplement, form a part of and
be subject to this Agreement.
(2) Section 1.2 of the FX Definitions is hereby amended by adding
the following new
subsections (c), (d) and (e).
(c) Currency. "Currency" means money denominated in the
lawful currency of any country or any "composite currency" such as
the European Currency Unit.
(d) Currency Obligation. "Currency Obligation" means the
undertaking of a party hereunder to receive or deliver an amount of
Currency pursuant to an FX Transaction, including a netted Currency
Obligation under Section 1.4 hereof, unless otherwise agreed.
(e) Designated Netting Office. "Designated Netting Office" means,
as to either party, the office or offices specified as such in the
Schedule and any other office specified from time to time by one
party and agreed to in writing by the other.
(3) Section 1.3 of the FX Definitions is hereby amended by
substituting the following
therefor in its entirety.
Section 1.3 Settlement. On each Value Date each party will deliver
to the other the amount of each Currency (if any) to be delivered by
it under a Currency Obligation and take delivery of the amount of
each Currency (if any) to be received by it under the Currency
Obligation, in each case by wire transfer of same day (or
immediately available) and freely transferable funds to the
respective bank accounts designated by such party. Time shall be of
the essence in this Agreement.
(4) The FX Definitions are hereby amended by adding the following
new Section 1.4.
Section 1.4. Netting and Novation.
(a) Unless otherwise agreed to by the parties hereto, whenever
an FX Transaction is entered into between a pair of Designated
Netting Offices of the parties which creates a Currency Obligation
in the same Currency and for the same Value Date as an existing
Currency Obligation between such Designated Netting Offices, such
Currency Obligations shall automatically and without further action
be netted, individually cancelled and simultaneously replaced
through novation by a new Currency Obligation determined as
follows: (i) if the cancelled Currency Obligations evidenced an
undertaking by the same party to deliver the underlying Currency,
the new Currency Obligation shall equal the aggregate of the
cancelled Currency Obligations, and (ii) if the cancelled Currency
Obligations evidenced undertakings by each party to deliver the
underlying Currency, the amount of the underlying Currency to be
delivered by each party under the cancelled Currency Obligations
shall be compared, and the new Currency Obligation shall equal the
amount by which the Currency Obligation of the party having the
greater obligation with respect to such Currency exceeded the
Currency Obligation of the party having the lesser obligation with
respect to such Currency. Such new Currency Obligation shall be
considered a "Currency Obligation" hereunder.
(b) Unless otherwise agreed and specified in a Confirmation,
the provisions of Section 1.4(a) above shall apply notwithstanding
that either party (i) may fail to send out a Confirmation, (ii) may
not on its books treat the Currency Obligations as cancelled and
simultaneously replaced by a new Currency Obligation as provided
herein, or (iii) may send out a Confirmation that incorrectly states
any term of a Currency Obligation.
(5) Section 2.2 of the FX Definitions is hereby amended by adding
the following new
subsections (u) and (v):
(u) Call Option. "Call Option" means a Currency Option
entitling, but not obligating, the Buyer to purchase from the Seller
at the Strike Price a specified quantity of the Call Currency.
(v) Put Option. "Put Option" means a Currency Option
entitling, but not obligating, the Buyer to sell to the Seller at
the Strike Price a specified quantity of the Put Currency.
(6) The FX Definitions are hereby amended by adding the following
new Section 2.5:
Section 2.5. Discharge and Termination of Options. Unless otherwise
agreed, any Call Option or any Put Option written by a party will
automatically be terminated and discharged, in whole or in part, as
applicable, against a Call Option or a Put Option, respectively,
written by the other party, such termination and discharge to occur
automatically upon the payment in full of the last Premium payable
in respect of such Options; provided that such termination and
discharge may only occur in respect of Currency Options:
(a) each being with respect to the same Put Currency and the
same Call Currency;
(b) each having the same Expiration Date and Expiration Time;
(c) each being of the same style, i.e. either both being
American Style Options or
both being European Style Options;
(d) each having the same Strike Price;
(e) neither of which shall have been exercised by delivery of
a Notice of Exercise;
and
(f) each of which has been entered into by the same pair of
Designated Netting
Offices of the parties;
and, upon the occurrence of such termination and discharge, neither
party shall have any further obligation to the other party in
respect of the relevant Currency Options or, as the case may be,
parts thereof so terminated and discharged. In the case of a partial
termination and discharge (i.e., where the relevant Currency Options
are for different amounts of the Currency Pair), the remaining
portion of the Currency Option which is partially discharged and
terminated shall continue to be a Currency Option for all purposes
hereunder.
(7) Confirmations. With respect to FX Transactions and Currency
Options, FX Transactions
and Currency Options shall be promptly confirmed by the parties
by Confirmations
(which Confirmations shall be in a form agreed to by the
parties) exchanged by mail,
telex, facsimile or other electronic means. Unless either party
objects to the terms
contained in any such Confirmation within three (3) Local
Business Days of receipt
thereof, the terms of such Confirmation shall be deemed correct
and accepted absent
manifest error, unless a corrected Confirmation is sent by a
party within such three day
period, in which case the party receiving such corrected
Confirmation shall have three (3)
Local Business Days after receipt thereof to object to the
terms contained in such
corrected Confirmation. In the event of any conflict between
the terms of a Confirmation
and this Agreement, (a) the terms of this Agreement shall
prevail in the case of an FX
Transaction, and the Confirmation shall not modify the terms of
this Agreement, and (b)
the terms of the Confirmation shall prevail in the case of a
Currency Option, and the
terms of this Agreement shall be deemed modified with respect
to such Currency Option.
(8) The Designated Netting Offices of Party A are: New York and
London
The Designated Netting Office of Party B is: Virginia
Notwithstanding the foregoing, netting start-up dates for netting
between each pair of Designated Netting Offices shall be the dates
mutually agreed upon by the parties.
(9) Payments on Early Termination. For the purpose of Section 6(e)
of the Agreement for
FX Transactions, Currency Obligations and Currency Options
only:
The Second Method and Loss will apply.
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.
CITIBANK, N.A. FAIRCHILD HOLDING CORP.
By: By: Colin M. Cohen
Print Name: Print Name: Colin M. Cohen
Title: Vice President Title: Sr. Vice President
DATE: DATE:
Citicorp USA, Inc. hereby executes this Agreement for the purpose of
confirming its obligation to make advances as set forth in Section
(6) of-Part 5 of this Schedule.
CITICORP USA, INC.
By:
Print Name:
Title:
EXHIBIT I
FORM OF OPINION OF COUNSEL FOR [X]
(Date satisfactory to recipient)
Citicorp USA, Inc.
_______________
_______________
_______________
Ladies and Gentlemen:
This opinion is furnished to you pursuant to the Schedule to the
Master Agreement dated as of ________, 19_ (the "Agreement") between
_____________("[X]") and you. Terms defined in the Agreement and
used but not defined herein have the meanings given to them in the
Agreement.
We have acted as counsel to [X] in connection with the preparation,
execution and delivery of the Agreement. In that connection we have
examined such documents as we have deemed necessary or appropriate
for the opinions expressed herein.
Based on the foregoing and upon such investigations as we have
deemed necessary, we are of the opinion that, so far as the laws of
____________ are concerned:
(a) [X] is duly organized and validly existing and has the power
and authority to execute and
deliver, and to perform its obligations under, the Agreement.
(b) The execution and delivery of the Agreement by [X] and the
performance of its
obligations thereunder have been and remain duly authorized by
all necessary action and
do not contravene any provision of its certificate of
incorporation or by-laws (or
equivalent constituent documents) or any law, regulation or
contractual restriction binding
on or affecting it or its property.
(c) All consents, authorizations and approvals (including, without
limitation, exchange control
approvals) required for the execution and delivery by [X] of
the Agreement and the
performance of its obligations thereunder have been obtained
and remain in full force and
effect, all conditions thereof have been duly complied with,
and no other action by, and
no notice to or filing with, any governmental authority or
regulatory body is required for
such execution, delivery or performance.
(d) The Agreement is a legal, valid and binding obligation of [X],
enforceable against [X] in
accordance with its terms, subject to applicable bankruptcy,
insolvency and similar laws
affecting creditors' rights generally, and subject, as to
enforceability, to general principles
of equity (regardless of whether enforcement is sought in a
proceeding in equity or at
law).
Very truly yours,