International Swap Dealers Association, Inc.
dated as of JANUARY 23, 1998
JPMORGAN CHASE BANK (FORMERLY KNOWN AS THE CHASE MANHATTAN BANK) and
have entered and/or anticipate entering into one or more transactions (each a "Transaction") that are or will be
governed by this Master Agreement, which includes the schedule (the "Schedule"), and the documents and other
confirming evidence (each a "Confirmation") exchanged between the parties confirming those Transactions.
Accordingly, the parties agree as follows:--
(a) DEFINITIONS. The terms defined in Section 14 and in the Schedule will have the meanings therein specified
for the purpose of this Master Agreement.
(b) INCONSISTENCY. In the event of any inconsistency between the provisions of the Schedule and the other
provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the
provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will
prevail for the purpose of the relevant Transaction.
(c) SINGLE AGREEMENT. All Transactions are entered into in reliance on the fact that this Master Agreement
and all Confirmations form a single agreement between the parties (collectively referred to as this "Agreement"),
and the parties would not otherwise enter into any Transactions.
(a) GENERAL CONDITIONS.
(i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the
other provisions of this Agreement.
(ii) Payments under this Agreement will be made on the due date for value on that date in the place of the account
specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in
the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than
by payment), such delivery w