EXECUTION COPY
SCHEDULE
to the
Master Agreement
dated as of June 26, 2002
between
DRESDNER BANK AG ("Party A"),
and
The MBNA CREDIT CARD MASTER NOTE TRUST ("Party B"), a trust formed
pursuant to a trust agreement dated as of May 4, 2001, as amended and
restated as of May 24, 2001, and as amended as of July 12, 2001 (as
amended and restated, the "Trust Agreement").
Part 1. Termination Provisions
In this Agreement:
(a) "Specified Entity" shall not apply for purposes of this Agreement.
(b) "Specified Transaction" will have the meaning specified in Section
14 of this Agreement.
(c) The "Breach of Agreement" provisions of Section 5(a)(ii), the
"Misrepresentation" provisions of Section 5(a)(iv), the "Default
under Specified Transaction" provisions of Section 5(a)(v), the
"Cross Default" provisions of Section 5(a)(vi), the "Merger
Without Assumption" provisions of Section 5(a)(viii), the "Tax
Event" provisions of Section 5(b)(ii), "Tax Event Upon Merger"
provisions of Section 5(b)(iii), and the "Credit Event Upon
Merger" provisions of Section 5(b)(iv) will not apply to Party A
and will not apply to Party B. Solely with respect to payments
required to be made by Party A after the occurrence of an Early
Redemption Event with respect to the Class A Notes, the word
"third" in the final line of Section 5(a)(i) shall be replaced
with "12:00 noon New York City time of the first (or such other
time as may be mutually agreed to by Party A, Party B and the Note
Rating Agencies)".
(d) The "Automatic Early Termination" provisions of Section 6(a) will
not apply to Party A and will not apply to Party B.
(e) Payments on Early Termination. For the purpose of Section 6(e) of
this Agreement, Market Quotation and the Second Method will apply;
provided, however, that in the case of an Event of Default with
respect to Party A as the Defaulting Party or a Termination Event
with respect to Party A as the Affected Party, the related
Settlement Amount, if negative, will be deemed to be zero if the
Market Quotation (as such term is modified pursuant to Part 1 (f)
below) cannot be determined.
(f) Market Quotation. Notwithstanding anything to the contrary in the
definition of Market Quotation in Section 14, in the case of an
Event of Default with respect to Party A as the Defaulting Party
or a Termination Event with respect to Party A as the Affected
Party, the Market Quotation, if negative, will be deemed to be the
negative quotation, if any, with the highest absolute value
received from any Reference Market-maker, even if only one
quotation is provided, with which Party B is able, using its best
efforts, to enter into a Replacement Transaction even if Party B
reasonably believes such Market Quotation would not produce a
commercially reasonable result.
(g) "Reference Market-maker" will not have the meaning specified in
Section 14, but will instead mean the following:
"Reference Market-maker" means five leading dealers in the
relevant market selected by the party determining the Market
Quotation in good faith (a) from among dealers which are
rated not lower than investment grade by S&P and Moody's
which satisfy the criteria that such party applies generally
at that time in deciding whether to offer or make an
extension of credit and (b) to the extent practicable, from
among dealers having an office in the same city.
(h) "Termination Currency" means United States Dollars ("USD").
Part 2. Tax Representations.
(a) Payer Tax Representations. For the purpose of Section 3(e) of
this Agreement, Party A and Party B will each 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
Sections 2(e), 6(d)(ii) and 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
representation 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) and 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, provided that 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 and Party B make the following representations:
(i) The following representation will apply to Party B:
It is a US person for US federal income tax purposes.
(ii) The following representation will apply to Party A:
(x) For United States Federal income tax purposes, it is a
corporation that
is the beneficial owner of each payment received or to be
received by it in
connection with this Agreement and such payment will be
effectively
connected with its conduct of a trade or business in the
United States of
America".
(y) It is a "foreign person" as defined in section 1.6041-
4(a)(4) of the
United States Treasury Regulations.
Part 3. Agreement to Deliver Documents.
For the purpose of Sections 3(d), 4(a)(i) and (ii) of this
Agreement, each party agrees to deliver the following documents,
as applicable:
(a) Tax forms, documents or certificates to be delivered are:
Party required to deliver document-
Form/Document/Certificate-
Date by which
to be delivered-Covered by Section 3(d) Representation
Party B-Any form or document that may be reasonably requested, and that
Party B is eligible to provide, in order to allow the requesting party
to make a payment without (or with reduced) withholding Tax.-Promptly
upon reasonable demand by the other party.-Yes
Party A-Two accurate and completed signed copies of Internal Revenue
Service Form W-8ECI, all other related forms (including any certificate
with respect thereto) as Party B may reasonably request, and any form or
document that may be reasonably requested, and that Party A is eligible
to provide, in order to allow the requesting party to make a payment
without (or with reduced) withholding Tax.-Within 30 days of the
execution and delivery of this Agreement, but in no event later than the
date of the first payment made by Party A to Party B in connection with
the Agreement and additionally, prior to the date on which the first
payment is to be made by Party A, with respect to each fourth (4th)
calendar year succeeding the execution of the last delivered such form;
and within the earlier of (i) 30 days of a change in circumstances that
renders the forms previously delivered to Party A inaccurate or
incomplete in any material respect or (ii) the first Fixed Rate Payer
Payment Date which falls after a change in circumstances that renders
the forms previously delivered to Party B inaccurate or incomplete in
any material respect.-Yes
(b) Other documents to be delivered are:
Party required to deliver document-
Form/Document/Certificate-
Date by which
to be delivered-Covered by Section 3(d) Representation
Party A-Opinions of counsel for Party A substantially in the form of
Exhibit A to this Schedule-Upon execution of this Agreement-Yes
Party A-An incumbency certificate with respect to the signatory of this
Agreement or a copyof relevant pages of Party A's signature list-Upon
execution of this Agreement-Yes
Party B-An opinion of counsel for Party B substantially in the form of
Exhibit B to this Schedule-Upon execution of this Agreement-Yes
Party B-An incumbency certificate with respect to the signatory of this
Agreement or a copy of the relevant pages of the authorized signatory
certificate-Upon execution of this Agreement-Yes
Part 4. Miscellaneous.
(a) Addresses for Notices. For the purpose of Section 12(a):
Address for notices or communications to Party A:
Address: Dresdner Bank AG
Xxxxxxx-Xxxxx Xxxxx 0, 00000
Xxxxxxxxx(Xxxx), Xxxxxxx
Attention: UB TB CTS Treasury Service 2, Global
Operations
OTC-Interest Rate Derivatives
Telex No.: 418-9751 Answerback: drf f
Telephone No.: 00 00 000 00000
Facsimile No.: 49 69 263 8718
For all purposes.
Address for notices or communications to Party B:
Address: MBNA Credit Card Master Note Trust
c/o MBNA America Bank,
National Association, as Beneficiary
Securitization Servicing
Wilmington, Delaware 19884-2824
Attention: Xxxx Xxxxxx
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
For all purposes.
(b) Process Agent. For the purpose of Section 13(c):
Party A appoints as its Process Agent:
Dresdner Bank AG, New York Branch
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Legal Department
Party B appoints as its Process Agent: Not applicable.
(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 the Indenture
Trustee, unless otherwise specified in a Confirmation in relation
to the relevant Transaction.
(f) Credit Support Document. Details of any Credit Support Document:
In the case of Party A: Not applicable.
In the case of Party B: Not applicable.
(g) Credit Support Provider.
In relation to Party A: Not applicable.
In relation to Party B: Not applicable.
(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 but without prejudice to the
provisions of Section 5-1401 of the General Obligations Law of the
State of New York).
(i) Netting of Payments. Subparagraph (ii) of Section 2(c) of this
Agreement will apply to any of the Transactions, except that it
will not apply to payments by each Party to the other if Party B
so notifies Party A ten (10) days in advance of the date such
payments are due.
(j) "Affiliate" will have the meaning specified in Section 14 of this
Agreement, except that with respect to Party B there shall be
deemed to be no Affiliates.
Part 5. Other Provisions.
(a) Confirmation. Each Confirmation supplements, forms part of, and
will be read and construed as one with, this Agreement. A form of
Confirmation is set forth as Exhibit C hereto.
(b) Waiver of Trial By Jury. Each party waives, to the fullest extent
permitted by applicable law, any right it may have to a trial by
jury in respect of any suit, action or proceeding relating to this
Agreement or any Transaction contemplated hereby. Each party (i)
certifies that no representative, agent or attorney of the other
party has represented, expressly or otherwise, that such other
party would not, in the event of such a suit, action or
proceeding, seek to enforce the foregoing waiver and (ii)
acknowledges that it and the other party have been induced to
enter this Agreement by, among other things, the mutual waivers
and certifications in this Section.
(c) Non-Petition. Party A hereby agrees that it will not bring any
action (whether in bankruptcy or otherwise) against Party B in any
court prior to the date which is one year and one day after all
Notes (as such term is defined in the Indenture) of Party B have
been paid in full.
(d) Assignment. In the event the long-term, senior unsecured debt
rating of Party A is lowered to below the category of BBB- by
Standard & Poor's Ratings Services ("S&P") or Baa3 by Xxxxx'x
Investors Service, Inc. ("Moody's") or such rating agencies' then
equivalent ratings, or such ratings are withdrawn by either S&P or
Moody's, Party B shall direct Party A to assign and delegate, and
Party A shall assign and delegate, its rights and obligations
under any Transaction to a replacement counterparty.
(e) Provision for Payments from Party B. Notwithstanding anything
contained in this Agreement to the contrary, any amount required
to be paid by Party B pursuant to this Agreement will be payable
only to the extent provided in, and from amounts on deposit in the
Interest Funding sub-Account for the Class A(2002-6) Notes which
are specifically available to be applied therefor pursuant to,
Section 3.13(d) of the Indenture Supplement, as determined
pursuant to Section 2.03(b) of the Terms Document and any amounts
specifically available to be applied therefor pursuant to Section
2.12 of the Terms Document (as such terms are defined in the
Confirmation).
(f) Relationship Between Parties. Each party will be deemed to
represent to the other party on the date on which it enters into
this Agreement that (absent a written agreement between the
parties that expressly imposes affirmative obligations to the
contrary):
(i) Non-Reliance. It is acting for its own account, and it has
made its own independent decisions to enter into this Agreement
and as to whether this Agreement 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 this Agreement; it being understood
that information and explanations related to the terms and
conditions of this Agreement shall not be considered investment
advice or a recommendation to enter into this Agreement. No
communication (written or oral) received from the other party
shall be deemed to be an assurance or guarantee as to the expected
results of this Agreement.
(ii) 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. It is also capable
of assuming, and assumes, the risks of this Agreement.
(iii) Status of Parties. The other party is not acting as a
fiduciary for or as adviser to it in respect of this Agreement.
(g) Additional Representations. Each of Party A and Party B
represents that (i) it is an "eligible contract participant" as
defined in 1a(12) of the Commodity Exchange Act, as amended by
the Commodity Futures Modernization Act of 2000 (7 U.S.C. 1a(12))
and (ii) the material terms of this Agreement and the Swap
Transaction have been individually tailored and negotiated.
(h) Negative Interest Rates. Party A and Party B agree that:
if, with respect to a Calculation Period for a Transaction, a
party ("X") is obligated to pay a Floating Amount that is a
negative number (either by reason of a negative Floating Rate or
the subtraction of a Spread from the Floating Rate), the Floating
Amount with respect to X for that Calculation Period will be
deemed to be zero, and the other party ("Y") will pay to X the
absolute value of the negative Floating Amount, in addition to any
amounts otherwise owed by Y to X, on the Payment Date such
Floating Amount would have been payable if it had been a positive
number. Any amounts paid by Y to X pursuant to this provision
will be paid to such account as X may designate (unless Y gives
timely notice of a reasonable objection to such designation) in
the currency in which that Floating Amount would have been paid if
it had been a positive number (and without regard to the currency
in which Y is otherwise obligated to make payments).
(i) Limited Recourse. It is expressly understood and agreed by the
parties hereto that (i) this Agreement and each Transaction
entered into pursuant to this Agreement is entered into by MBNA
America Bank, National Association, not individually or personally
but solely as Beneficiary of the MBNA Credit Card Master Note
Trust (the "Trust") in the exercise of the powers and authority
conferred and vested in it, (ii) the representations, undertakings
and agreements herein made on the part of the Trust are made and
intended not as personal representations, undertakings and
agreements by the Beneficiary but are made and intended for the
purpose of binding only the Trust, (iii) nothing herein contained
shall be construed as creating any liability on the part of the
Beneficiary, individually or personally, to perform any covenant
either expressed or implied contained herein, all such liability,
if any, being expressly waived by the parties who are signatories
to this Agreement and by any Persons claiming by, through or under
such parties; provided, however, that the Beneficiary shall be
liable in its individual capacity for its own willful misconduct
or gross negligence and (iv) under no circumstances shall the
Beneficiary be personally liable for the payment of any
indebtedness or expenses of the Trust or be liable for the breach
or failure of any obligation, representation, warranty or covenant
made or undertaken by the Trust under this Agreement.
(j) Condition Precedent. It shall be a condition precedent to the
effectiveness of this Agreement that the Trust shall deposit the
Required Derivative Reserve Amount in the Derivative Reserve
Account on the Issuance Date.
The parties executing this Schedule have executed the Master
Agreement and have agreed as to the contents of this Schedule.
DRESDNER BANK AG
By: __/s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Vice President
By: _______________________
Name:
Title:
MBNA CREDIT CARD MASTER NOTE TRUST
By: MBNA America Bank, National
Association,
solely in its capacity as
beneficiary and not in its
individual capacity
By: _/s/ Xxxxx X.
Sweeney______________________
Name: Xxxxx X. Xxxxxxx
Title: First Vice President
EXHIBIT A to Schedule
[Form of Opinion of Counsel for Party A]
EXHIBIT B to Schedule
[Form of Opinion of Counsel for Party B]
EXHIBIT C to Schedule
Date: June 26, 2002
To: MBNA Credit Card Master Note Trust
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
From: Dresdner Bank AG
Subject: Swap Transaction
The purpose of this communication is to set forth the terms
and conditions of the swap transaction entered into on the Trade Date
referred to below (the "Swap Transaction"), between the MBNA CREDIT CARD
MASTER NOTE TRUST ("Party B"), but only relates to the MBNAseries 3.90%
Class A(2002-6) Notes (the "Class A Notes") issued pursuant to the
Indenture dated as of May 24, 2001 (the "Indenture") as supplemented by
the MBNAseries Indenture Supplement dated as of May 24, 2001 (the
"Indenture Supplement") and as further supplemented by the Class A(2002-
6) Terms Document dated as of June 26, 2002 (the "Terms Document"), and
DRESDNER BANK AG ("Party A"). This communication constitutes a
"Confirmation" as referred to in the Swap Agreement specified below.
This Confirmation supplements, forms part of, and is subject
to, the ISDA Master Agreement dated as of June 26, 2002 between Party A
and Party B (the "Master Agreement"). All provisions contained in, or
incorporated by reference to, such Master Agreement shall govern this
Confirmation except as expressly modified below.
This Confirmation and the Schedule to the Master Agreement
(the "Schedule") each incorporate the definitions and provisions
contained in (i) the 2000 ISDA Definitions (as amended and supplemented
through June 26, 2002) (as published by the International Swaps and
Derivatives Association, Inc.) (the "Definitions"), without regard to
any amendment or supplement to the Definitions subsequent to the date
hereof, and (ii) the Terms Document, the Indenture Supplement and the
Indenture. In the event of any inconsistency between the definitions in
the Terms Document and any of the Indenture Supplement, the Indenture,
the Definitions, the Schedule or this Confirmation, the definitions in
the Terms Document will govern; in the event of any inconsistency
between the definitions in the Indenture Supplement and any of the
Indenture, the Definitions, the Schedule or this Confirmation, the
definitions in the Indenture Supplement will govern; in the event of any
inconsistency between the definitions in the Indenture and any of the
Definitions, the Schedule or this Confirmation, the definitions in the
Indenture will govern; in the event of any inconsistency between this
Confirmation and either the Schedule or the Definitions, this
Confirmation will govern; and in the event of any inconsistency between
the Schedule and the Definitions, the Schedule will govern.
The terms of this particular Swap Transaction to which this
Confirmation relates are as follows:
Trade Date:-June 26, 2002
Effective Date:-The Issuance Date for the Class A Notes
Termination Date:-June 15, 2005; provided, however, that in the event of
an Early Redemption Event described in Section 1201(c) of the Indenture
or an Event of Default and acceleration under the Indenture with respect
to the Class A Notes, the Termination Date will be the earlier of (i)
the date on which the Notional Amount is zero and (ii) June 15, 2005.
Fixed Amounts:-
Fixed Rate Payer:-Party A.
Fixed Rate:-3.90%.
Fixed Amount for Initial Fixed Rate Payer Payment Date:-$3,981,250.00.
Fixed Amount:-For each Fixed Rate Payer Payment Date other than the
initial Fixed Rate Payer Payment Date, an amount calculated on a formula
basis for that Fixed Rate Payer Payment Date as follows:
Fixed Rate
Fixed =NotionalxFixed
AmountAmount Rate
12
Fixed Rate Notional
Amount:-For the initial Fixed Rate Payer Payment Date, $750,000,000 (the
Initial Dollar Principal Amount of the Class A Notes), and for each
Fixed Rate Payer Payment Date thereafter the Outstanding Dollar
Principal Amount of the Class A Notes as of the Record Date immediately
preceding such Fixed Rate Payer Payment Date
Fixed Rate Payer Payment Dates:-The Business Day immediately prior to
each Interest Payment Date.
Floating Amounts:-
Floating Rate Payer:-Party B.
Calculation Periods:-For the initial Floating Rate Payer Payment Date,
the period from and including the Effective Date through the day
preceding the first Interest Payment Date; and for each Floating Rate
Payer Payment Date thereafter, each Calculation Period will be the
period from and including the previous Interest Payment Date through the
day preceding the current Interest Payment Date.
Floating Rate Payer PaymentDates:-The Business Day immediately prior to
each Interest Payment Date.
Floating Rate Option:-USD-LIBOR-BBA; provided, however, that the last
sentence of the definition of "USD-LIBOR-Reference Banks" is hereby
amended to replace the penultimate use of "that Reset Date" with "the
day that is two London Banking Days preceding that Reset Date."
Reset Dates:-Means, with respect to the initial Floating Rate Payer
Payment Date, the Effective Date, and with respect to each Floating Rate
Payer Payment Date after the initial Floating Rate Payer Payment Date,
the first day of the related Calculation Period for such Floating Rate
Payer Payment Date.
Designated Maturity:-One month.
-
Floating Amount for Initial Floating Rate Payer Payment Date:-
$1,989,687.50.
Floating Rate Notional Amount:-For the initial Floating Rate Payer
Payment Date, $750,000,000 (the Initial Dollar Principal Amount of the
Class A Notes), and for each Floating Rate Payer Payment Date thereafter
the Outstanding Dollar Principal Amount of the Class A Notes as of the
Record Date immediately preceding such Floating Rate Payer Payment Date.
Floating Rate Day Count Fraction:-Actual/360.
Compounding:-Not Applicable.
Calculation Agent: -Indenture Trustee.
Business Days: -New York and Newark, Delaware.
Interest Payment Dates:-The fifteenth day of each month commencing
August 2002, or if such fifteenth day is not a Business Day, the next
succeeding Business Day.
Credit Support Document: -Not applicable.
Other Provisions:-If at any time during the Term of the Swap Transaction
(i) Party A's short-term credit rating (or the then equivalent rating)
from S&P is below A-1, or is withdrawn by S&P, or (ii) if Party A does
not have a short-term credit rating from S&P, Party A's long-term credit
rating (or the then equivalent rating) from S&P is below A+, or is
withdrawn by S&P, Party B shall establish and maintain with a Qualified
Institution, in the name of Party B for the benefit of the holders of
the Class A Notes, the interest reserve account as a segregated trust
account held for the benefit of holders of the Class A Notes (the
"Interest Reserve Account"). Within thirty days of such rating or
withdrawal, Party A shall fund the Interest Reserve Account in an amount
equal to one-twelfth of the product of (a) the Fixed Rate, and (b) the
Outstanding Dollar Principal Amount of the Class A Notes on the Record
Date preceding such rating or withdrawal for reinvestment in accordance
with the Terms Document; provided, however, that the failure of Party A
to adequately fund the Interest Reserve Account within thirty days of
such rating or withdrawal shall not constitute an Event of Default
pursuant to the provisions of subsection 5(a) or a Termination Event
pursuant to the provisions of subsection 5(b). Party A shall treat the
amount on deposit in the Interest Reserve Account as its money for tax
purposes. After establishment of the Interest Reserve Account, in the
event there shall occur an Early Termination Date as a result of an
Event of Default with respect to Party A as the Defaulting Party or a
Termination Event with respect to Party A as the Affected Party, the
funds then contained in the Interest Reserve Account will be treated as
MBNAseries Available Funds to the extent provided in the Terms Document
and the Indenture Supplement. Upon termination of the Interest Reserve
Account as provided in the Terms Document after payment of all amounts
owing to the holders of the Class A Notes that are payable from such
account, Party B will release all amounts on deposit therein to Party A.
-If Party B notifies Party A that netting of payments will not apply to
any of the Transactions pursuant to Part 4(i) of the Schedule, each
payment obligation of Party B under Section 2(a)(i) of the Master
Agreement in respect of this Swap Transaction shall be subject to the
condition precedent that in respect of each such payment obligation each
amount payable by Party A with respect to this Swap Transaction shall be
paid by Party A by 12:00 noon, New York City time, on the relevant Fixed
Rate Payer Payment Date.
London Banking Day:-New York, New York and London, England.
Governing Law:-New York.
Offices:-Party A is not a Multibranch Party.
-Party B is not a Multibranch Party.
Payment Instructions
for Party A USD:-Dresdner Bank, New York DRESUS33
ABA # 0000-0000-0
Account No. 400-00
Favor: Dresdner Bank AG, Frankfurt
Payment Instructions
for the Trust in USD:-The Bank of New York, New York
ABA# 000-000-000
A/C of MBNA Credit Card Master Note Trust
MBNAseries, Class A(2002-6)
A/C# 054640
Please confirm that the foregoing correctly sets forth the terms of our
agreement with respect to the Swap Transaction by signing in the space
provided below and sending a copy of the executed Confirmation to us.
It has been a pleasure working with you on this transaction and we look
forward to working with you again in the future.
Very truly yours,
DRESDNER BANK AG
By: __/s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Vice President
By: _______________________
Name:
Title:
Agreed and Accepted by:
MBNA CREDIT CARD MASTER NOTE TRUST
By: MBNA America Bank, National Association,
solely in its capacity as beneficiary
and not in its individual capacity
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: First Vice President
DOCSDC1:147876.4
