Date 7 January 2010 TSB INTERNATIONAL PUBLIC LIMITED COMPANY as Guarantor - and - THE ROYAL BANK OF SCOTLAND plc as Issuer GUARANTEE relating to a Guarantee Facility Agreement dated 29 March 2007 as amended from time to time
TBS
INTERNATIONAL PLC & SUBSIDIARIES EXHIBIT
10.14
Date
7 January 2010
TSB
INTERNATIONAL PUBLIC LIMITED COMPANY
as
Guarantor
- and
-
THE
ROYAL BANK OF SCOTLAND plc
as
Issuer
________________________________________________
________________________________________________
relating
to a Guarantee Facility Agreement
dated 29
March 2007 as amended from time to time
INDEX
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Clause
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Page
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THIS GUARANTEE is made
on 7 January 2010
BETWEEN
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(1)
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TBS INTERNATIONAL PUBLIC
LIMITED COMPANY, a company incorporated in Ireland with
registration number 476578 whose registered office is at Xxxxxx Xxx
Building, Earlsfort Centre, Earlsfort Terrace, Dublin 2, Ireland (the
“Guarantor”);
and
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(2)
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THE ROYAL BANK OF SCOTLAND
plc, a company incorporated in Scotland, acting through its office
at Shipping Business Centre, 0-00 Xxxxx Xxxxx Xxxxxx, Xxxxxx XX0X 0XX (the
“Issuer”, which
expression includes its successors and
assigns).
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BACKGROUND
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(A)
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By
a guarantee facility agreement dated 29 March 2007 as amended by a
supplemental agreement dated 27 March 2009 and as further amended by a
side letter dated 31 December 2009 and made between (i) Argyle Maritime
Corp., Xxxxx Maritime Corp., Dorchester Maritime Corp., Longwoods Maritime
Corp., XxXxxxx Maritime Corp. and Sunswyck Maritime Corp. as joint and
several Obligors and (ii) the Issuer it was agreed that the Issuer would
make available to the Obligors a guarantee facility of up to
US$84,000,000.
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(B)
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(C)
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The
execution and delivery to the Issuer of this Guarantee is one of the
conditions precedent to the continuing availability of the guarantee
facility under the said Guarantee Facility
Agreement.
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IT IS AGREED as
follows:
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1
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INTERPRETATION
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1.1
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Defined
expressions. Words and expressions defined in the
Guarantee Facility Agreement shall have the same meanings when used in
this Guarantee unless the context otherwise
requires.
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1.2
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Construction of certain
terms. In this
Guarantee:
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“bankruptcy” includes a
liquidation, receivership or administration and any form of suspension of
payments, arrangement with creditors or reorganisation under any corporate or
insolvency law of any country;
“Guarantee Facility Agreement”
means the guarantee facility agreement referred to in Recital (A) as amended by
the Supplemental Agreement and includes any existing or future amendments or
supplements, whether made with the Guarantor's consent or
otherwise.
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1.3
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Application of construction and
interpretation provisions of Guarantee Facility Agreement. Clause
1.2 and 1.5 of the Guarantee Facility Agreement apply, with any necessary
modifications, to this Guarantee.
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2
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GUARANTEE
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2.1
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Guarantee and
indemnity. The Guarantor unconditionally and
irrevocably:
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(a)
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guarantees
the due payment of all amounts payable by the Obligors under or in
connection with the Guarantee Facility Agreement and every other Finance
Document;
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(b)
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undertakes
to pay to the Issuer, on the Issuer's demand, any such amount which is not
paid by the Obligors when due and payable;
and
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(c)
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fully
indemnifies the Issuer on its demand in respect of all claims, expenses,
liabilities and losses which are made or brought against or incurred by
the Issuer as a result of or in connection with any obligation or
liability guaranteed by the Guarantor being or becoming unenforceable,
invalid, void or illegal; and the amount recoverable under this indemnity
shall be equal to the amount which the Issuer would otherwise have been
entitled to recover.
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2.2
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No limit on number of
demands. The Issuer may serve more than one demand under
Clause 2.1.
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3
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LIABILITY
AS PRINCIPAL AND INDEPENDENT DEBTOR
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3.1
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Principal and independent
debtor. The Guarantor shall be liable under this
Guarantee as a principal and independent debtor and accordingly it shall
not have, as regards this Guarantee, any of the rights or defences of a
surety.
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3.2
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Waiver of rights and
defences. Without limiting the generality of Clause 3.1,
the Guarantor shall neither be discharged by, nor have any claim against
the Issuer in respect of:
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(a)
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any
amendment or supplement being made to the Finance
Documents;
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(b)
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any
arrangement or concession (including a rescheduling or acceptance of
partial payments) relating to, or affecting, the Finance
Documents;
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(c)
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any
release or loss (even though negligent) of any right or Security Interest
created by the Finance Documents;
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(d)
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any
failure (even though negligent) promptly or properly to exercise or
enforce any such right or Security Interest, including a failure to
realise for its full market value an asset covered by such a Security
Interest; or
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(e)
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any
other Finance Document or any Security Interest now being or later
becoming void, unenforceable, illegal or invalid or otherwise defective
for any reason, including a neglect to register
it.
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4
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EXPENSES
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4.1
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Costs of preservation of
rights, enforcement etc. The Guarantor shall pay to the
Issuer on its demand the amount of all expenses incurred by the Issuer in
connection with any matter arising out of this Guarantee, including any
advice, claim or proceedings relating to this
Guarantee.
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4.2
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Fees and expenses payable under
Guarantee Facility Agreement. Clause 4.1 is without
prejudice to the Guarantor's liabilities in respect of the Obligors’
obligations under clause 14 of the Guarantee Facility Agreement (fees and
expenses) and under similar provisions of other Finance
Documents.
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5
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ADJUSTMENT
OF TRANSACTIONS
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5.1
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Reinstatement of obligation to
pay. The Guarantor shall pay to the Issuer on its demand
any amount which the Issuer is required, or agrees, to pay pursuant to any
claim by, or settlement with, a trustee in bankruptcy of an Obligor or of
another Security Party (or similar person) on the ground that the
Guarantee Facility Agreement, or a payment by an Obligor or of another
Security Party, was invalid or on any similar
ground.
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6
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PAYMENTS
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6.1
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Method of
payments. Any amount due under this Guarantee shall be
paid:
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(a)
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in
immediately available funds;
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(b)
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to
such account as the Issuer may from time to time notify to the
Guarantor;
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(c)
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without
any form of set-off, cross-claim or condition;
and
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(d)
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free
and clear of any tax deduction except a tax deduction which the Guarantor
is required by law to make.
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6.2
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Grossing-up for
taxes. If the Guarantor is required by law to make a tax
deduction, the amount due to the Issuer shall be increased by the amount
necessary to ensure that the Issuer receives and retains a net amount
which, after the tax deduction, is equal to the full amount that it would
otherwise have received.
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6.3
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Tax
Credits. The provisions of Clause 16.4 of the Guarantee
Facility Agreement shall apply to this Guarantee and in relation to any
increased payments made by the Guarantor under Clause 6.2 as if the same
were set out in full herein with the necessary
changes.
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7
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INTEREST
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7.1
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Accrual of
interest. Any amount due under this Guarantee shall
carry interest after the second Business Day following the date on which
the Issuer demands payment of it until it is actually paid, unless
interest on that same amount also accrues under the Guarantee Facility
Agreement.
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7.2
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Calculation of
interest. Interest under this Guarantee shall be
calculated and accrue in the same way as interest under clause 6 of the
Guarantee Facility Agreement.
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7.3
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Guarantee extends to interest
payable under Guarantee Facility Agreement. For the
avoidance of doubt, it is confirmed that this Guarantee covers all
interest payable under the Guarantee Facility Agreement, including that
payable under clause 6 of the Guarantee Facility
Agreement.
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8
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SUBORDINATION
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8.1
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Subordination of rights of
Guarantor. All rights which the Guarantor at any time
has (whether in respect of this Guarantee or any other transaction)
against an Obligor, any other Security Party or their respective assets
shall be fully subordinated to the rights of the Issuer under the Finance
Documents; and in particular, the Guarantor shall
not:
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(a)
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claim,
or in a bankruptcy of any Obligor or any other Security Party prove for,
any amount payable to the Guarantor by an Obligor or any other Security
Party, whether in respect of this Guarantee or any other
transaction;
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(b)
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take
or enforce any Security Interest for any such
amount;
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(c)
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claim
to set-off any such amount against any amount payable by the Guarantor to
an Obligor or any other Security Party;
or
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(d)
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claim
any subrogation or other right in respect of any Finance Document or any
sum received or recovered by the Issuer under a Finance
Document.
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9
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ENFORCEMENT
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9.1
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No requirement to commence
proceedings against Obligors. The Issuer will not need
to commence any proceedings under, or enforce any Security Interest
created by, the Guarantee Facility Agreement or any other Finance Document
before claiming or commencing proceedings under this
Guarantee.
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9.2
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Conclusive evidence of certain
matters. However, as against the
Guarantor:
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(a)
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any
judgment or order of a court in England or the Xxxxxxxx Islands in
connection with the Guarantee Facility Agreement;
and
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(b)
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any
statement or admission of an Obligor in connection with the Guarantee
Facility Agreement,
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shall be
binding and conclusive as to all matters of fact and law to which it
relates.
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9.3
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Suspense
account. The Issuer may, for the purpose of claiming or
proving in a bankruptcy of an Obligor or any other Security Party, place
any sum received or recovered under or by virtue of this Guarantee on a
separate suspense or other interest bearing nominal account without
applying it in satisfaction of the Obligors’ obligations under the
Guarantee Facility Agreement.
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10
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REPRESENTATIONS
AND WARRANTIES
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10.1
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General. The
Guarantor represents and warrants to the Issuer as
follows.
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10.2
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Status. The
Guarantor is duly incorporated and validly existing under the laws of
Ireland.
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10.3
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Corporate
power. The Guarantor has the corporate capacity, and has
taken all corporate action and obtained all consents necessary for
it:
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(a)
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to
execute this Guarantee; and
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(b)
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to
make all the payments contemplated by, and to comply with this
Guarantee.
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10.4
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Consents in
force. All the consents referred to in Clause 10.3
remain in force and nothing to the best of the Guarantor's knowledge and
belief has occurred which makes any of them liable to
revocation.
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10.5
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Legal
validity. This Guarantee constitutes the Guarantor's
legal, valid and binding obligations enforceable against the Guarantor in
accordance with its terms subject to any relevant insolvency laws
affecting creditors' rights generally and subject to any qualifications as
to matters of law which are specifically referred to in any legal opinion
delivered to the Agent pursuant to the Supplemental
Agreement.
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10.6
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No
conflicts. The execution by the Guarantor of this
Guarantee and its compliance with this Guarantee to which it is a party
will not involve or lead to a contravention
of:
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(a)
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any
law or regulation in force at the date of this Guarantee;
or
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(b)
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the
constitutional documents of the Guarantor;
or
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(c)
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any
contractual or other obligation or restriction which is binding on the
Guarantor or any of its assets.
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10.7
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No withholding
taxes. No tax is imposed in any jurisdiction in which
the Guarantor is ordinarily resident for tax by way of withholding or
deduction on any payment to be made under this
Guarantee.
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10.8
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No
default. To the knowledge of the Guarantor, no Event of
Default or Potential Event of Default has occurred and is
continuing.
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10.9
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Information. All
information which has been provided in writing by or on behalf of the
Guarantor to the Issuer in connection with any Finance Document was to the
best of the Guarantor's knowledge and belief true and not misleading as at
the time it was given; all audited and unaudited accounts which have been
so provided satisfied the requirements of Clause 11.4; and there has been
no material adverse change in the financial position or state of affairs
of the Guarantor from that disclosed in the latest of those
accounts.
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10.10
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No
litigation. No legal or administrative action involving
the Guarantor has been commenced or taken or, to the Guarantor's
knowledge, is likely to be commenced or taken which, in either case, would
be likely to have a material adverse effect on the Guarantor's financial
position or profitability.
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11
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UNDERTAKINGS
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11.1
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General. The
Guarantor undertakes with the Issuer to comply with the following
provisions of this Clause 11 at all times during the Security Period,
except as the Issuer may otherwise
permit.
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11.2
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Information provided to be
accurate. All financial and other information which is
provided in writing by or on behalf of the Guarantor under or in
connection with this Guarantee will, to the best of the Guarantor's
knowledge and belief, be true and not misleading and will not omit any
material fact or consideration which, if disclosed, would reasonably be
expected to adversely affect the decision of a person considering whether
to enter into the Supplemental
Agreement.
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11.3
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Provision of financial
statements. The Guarantor will send to the
Issuer:
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(a)
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as
soon as possible, but in no event later than 120 days after the end of
each financial year of the Guarantor, the annual audited accounts of the
Guarantor and its consolidated
subsidiaries;
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(b)
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as
soon as possible, but in no event later than 30 days after the end of each
quarter in each financial year of the Guarantor the unaudited consolidated
accounts of the Guarantor and its consolidated subsidiaries which are
certified as to their correctness by its chief financial officer;
and
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(c)
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together
with the accounts specified in paragraph (b) above, a compliance
certificate in the form set out in Schedule 4 of the Guarantee Facility
Agreement executed by the chief financial officer of the Guarantor
confirming the Financial Covenants set out in Schedule 3 of the Guarantee
Facility Agreement have been complied with during each financial
quarter.
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11.4
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Form of financial
statements. All accounts (audited and unaudited)
delivered under Clause 11.3 will:
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(a)
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be
prepared in accordance with all applicable laws and generally accepted
accounting principles of the U.S.A. consistently
applied;
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(b)
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give
a true and fair view of the financial condition of the Guarantor and its
subsidiaries at the date of those accounts and of their profit for the
period to which those accounts relate;
and
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(c)
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fully
disclose or provide for all significant liabilities of the Guarantor and
its subsidiaries.
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11.5
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Shareholder and creditor
notices. The Guarantor will send the Issuer, at the same
time as they are despatched, copies of all communications which are
despatched to the Guarantor's shareholders or creditors or any class of
them.
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11.6
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Consents. The
Guarantor will maintain in force and promptly obtain or renew, and will
promptly send certified copies to the Issuer of, all consents
required:
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(a)
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for
the Guarantor to perform its obligations under this
Guarantee;
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(b)
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for
the validity or enforceability of this
Guarantee;
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and the
Guarantor will comply with the terms of all such consents.
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11.7
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Further
assurance. The Guarantor
will:
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(a)
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at
its own cost, do all that it reasonably can to ensure that this Guarantee
validly creates the obligations which it purports to create;
and
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(b)
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without
limiting the generality of paragraph (a) above, at its own cost, promptly
register, file, record or enrol this Guarantee with any applicable court
or authority, pay any applicable stamp, registration or similar tax in
respect of this Guarantee, give any notice or take any other step which
may be or become necessary or desirable for this Guarantee to be valid,
enforceable or admissible in
evidence.
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11.8
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Notification of
litigation. The Guarantor will provide the Issuer with
details of any legal or administrative action involving the Guarantor
promptly upon becoming aware of the same where such legal or
administrative action might, if adversely determined, have a material
adverse effect on the ability of the Guarantor to perform its obligations
under this Guarantee.
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11.9
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Notification of
default. The Guarantor will notify the Issuer as soon as
the Guarantor becomes aware of:
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(a)
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the
occurrence of an Event of Default or a Potential Event of Default;
or
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(b)
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any
matter which indicates that an Event of Default or a Potential Event of
Default may have occurred and is
continuing;
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and will
thereafter keep the Issuer fully up-to-date with all developments.
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11.10
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Maintenance of
status. The Guarantor will maintain its separate
corporate existence under the laws of
Ireland.
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11.11
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No disposal of assets, change
of business. The Guarantor will
not:
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(a)
|
transfer,
lease or otherwise dispose of all or a substantial part of its assets,
whether by one transaction or a number of transactions, whether related or
not except in the usual course of its trading operations;
or
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(b)
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make
any substantial change to the nature of its business from that existing at
the date of this Guarantee.
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11.12
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No merger
etc. The Guarantor shall not, and shall procure that
none of its subsidiaries will, enter into any form of merger,
sub-division, amalgamation or other
reorganisation.
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11.13
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Chief Executive
Office. The Guarantor will maintain is chief executive
office, and keep its corporate documents and records, at Xxxxxx Xxx
Building, Earlsfort Centre, Earlsfort Terrace, Dublin 2,
Ireland.
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12
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JUDGMENTS
AND CURRENCY INDEMNITY
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12.1
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Judgments relating to Guarantee
Facility Agreement. This Guarantee shall cover any
amount payable by the Obligors under or in connection with any judgment
relating to the Guarantee Facility
Agreement.
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12.2
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Currency
indemnity. In addition, clause 15.4 (currency indemnity)
of the Guarantee Facility Agreement shall apply, with any necessary
adaptations, in relation to this
Guarantee.
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13
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SET-OFF
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13.1
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Application of credit
balances. The Issuer may without prior notice following
the occurrence of an Event of Default which is
continuing:
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(a)
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apply
any balance (whether or not then due) which at any time stands to the
credit of any account in the name of the Guarantor at any office in any
country of the Issuer in or towards satisfaction of any sum then due from
the Guarantor to the Issuer under this Guarantee;
and
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(b)
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for
that purpose:
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(i)
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break,
or alter the maturity of, all or any part of a deposit of the
Guarantor;
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(ii)
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convert
or translate all or any part of a deposit or other credit balance into
Dollars;
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(iii)
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enter
into any other transaction or make any entry with regard to the credit
balance which the Issuer considers
appropriate.
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13.2
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Existing rights
unaffected. The Issuer shall not be obliged to exercise
any of its rights under Clause 13.1; and those rights shall be without
prejudice and in addition to any right of set-off, combination of
accounts, charge, lien or other right or remedy to which the Issuer is
entitled (whether under the general law or any
document).
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14
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SUPPLEMENTAL
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14.1
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Continuing
guarantee. This Guarantee shall remain in force as a
continuing security at all times during the Security
Period.
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14.2
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Rights cumulative,
non-exclusive. The Issuer's rights under and in
connection with this Guarantee are cumulative, may be exercised as often
as appears expedient and shall not be taken to exclude or limit any right
or remedy conferred by law.
|
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14.3
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No impairment of rights under
Guarantee. If the Issuer omits to exercise, delays in
exercising or invalidly exercises any of its rights under this Guarantee,
that shall not impair that or any other right of the Issuer under this
Guarantee.
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14.4
|
Severability of
provisions. If any provision of this Guarantee is or
subsequently becomes void, illegal, unenforceable or otherwise invalid,
that shall not affect the validity, legality or enforceability of its
other provisions.
|
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14.5
|
Guarantee not affected by other
security. This Guarantee shall not impair, nor be
impaired by, any other guarantee, any Security Interest or any right of
set-off or netting or to combine accounts which the Issuer may now or
later hold in connection with the Guarantee Facility
Agreement.
|
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14.6
|
Guarantor bound by Guarantee
Facility Agreement. The Guarantor agrees with the Issuer
to be bound by all provisions of the Guarantee Facility Agreement which
are applicable to the Security Parties in the same way as if those
provisions had been set out (with any necessary modifications) in this
Guarantee.
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14.7
|
Applicability of provisions of
Guarantee to other rights. Clauses 3 and 17 shall also
apply to any right of set-off or netting or to combine accounts which the
Guarantor creates by an agreement entered into at the time of this
Guarantee or at any later time (notwithstanding that the agreement does
not include provisions similar to Clauses 3 and 17), being an agreement
referring to this Guarantee.
|
|
14.8
|
Third party
rights. A person who is not a party to this Guarantee
has no right under the Contracts (Rights of Third Parties) Act 1999 to
enforce or to enjoy the benefit of any term of this
Guarantee.
|
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15
|
ASSIGNMENT
|
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15.1
|
Assignment by
Issuer. The Issuer may assign its rights under and in
connection with this Guarantee to the same extent as it may assign its
rights under the Guarantee Facility
Agreement.
|
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16
|
NOTICES
|
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16.1
|
Notices to
Guarantor. Any notice or demand to the Guarantor under
or in connection with this Guarantee shall be given by letter or fax
at:
|
Xxxxxx
Xxx Building
Earlsfort
Centre
Earlsfort
Terrace
Dublin 2,
Ireland
|
|
Fax
No: + 000 0 000 0000
|
with a copy to:
c/o TBS Shipping Services
Inc.
000 X. Xxxxxx Xxxxxx Xxxx
Yonkers, NY 10710
USA
Fax No: + 0 000 000 0000
or to
such other address which the Guarantor may notify to the Issuer.
|
16.2
|
Application of certain
provisions of Guarantee Facility Agreement. Clauses
22.3, 22.4 and 22.5 of the Guarantee Facility Agreement apply to any
notice or demand under or in connection with this
Guarantee.
|
|
16.3
|
Validity of
demands. A demand under this Guarantee shall be valid
notwithstanding that it is served:
|
|
(a)
|
on
the date on which the amount to which it relates is payable by the
Obligors under the Guarantee Facility
Agreement;
|
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(b)
|
at
the same time as the service of a notice under clause 13.2 (events of
default) of the Guarantee Facility
Agreement;
|
and a
demand under this Guarantee may refer to all amounts payable under or in
connection with the Guarantee Facility Agreement without specifying a particular
sum or aggregate sum.
|
16.4
|
Notices to
Issuer. Any notice to the Issuer under or in connection
with this Guarantee shall be sent to the same address and in the same
manner as notices to the Issuer under the Guarantee Facility
Agreement.
|
|
17
|
INVALIDITY
OF GUARANTEE FACILITY AGREEMENT
|
|
17.1
|
Invalidity of Guarantee
Facility Agreement. In the event
of:
|
|
(a)
|
the
Guarantee Facility Agreement now being or later becoming, with immediate
or retrospective effect, void, illegal, unenforceable or otherwise invalid
for any other reason whatsoever, whether of a similar kind or not;
or
|
|
(b)
|
without
limiting the scope of paragraph (a), a bankruptcy of an Obligor, the
introduction of any law or any other matter resulting in an Obligor being
discharged from liability under the Guarantee Facility Agreement, or the
Guarantee Facility Agreement ceasing to operate (for example, by interest
ceasing to accrue);
|
this
Guarantee shall cover any amount which would have been or become payable under
or in connection with the Guarantee Facility Agreement if the Guarantee Facility
Agreement had been and remained entirely valid, legal and enforceable, or that
Obligor had not suffered bankruptcy, or any combination of such events or
circumstances, as the case may be, and that Obligor had remained fully liable
under it for liabilities whether invalidly incurred or validly incurred but
subsequently retrospectively invalidated; and references in this
Guarantee to amounts payable by the Obligors under or in connection with the
Guarantee Facility Agreement shall include references to any amount which would
have so been or become payable as aforesaid.
|
17.2
|
Invalidity of Finance
Documents. Clause 17.1 also applies to each of the other
Finance Documents to which the Obligor are a
party.
|
|
18
|
GOVERNING
LAW AND JURISDICTION
|
|
18.1
|
English
law. This Guarantee and any non-contractual obligations
arising out of or in connection with it shall be governed by, and
construed in accordance with, English
law.
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18.2
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Exclusive English
jurisdiction. Subject to Clause 18.3, the courts of
England shall have exclusive jurisdiction to settle any disputes which may
arise out of or in connection with this
Guarantee.
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18.3
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Choice of forum for the
exclusive benefit of the Issuer. Clause 18.2 is for the
exclusive benefit of the Issuer, which reserves the
rights:
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(a)
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to
commence proceedings in relation to any matter which arises out of or in
connection with this Guarantee in the courts of any country other than
England and which have or claim jurisdiction to that matter;
and
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(b)
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to
commence such proceedings in the courts of any such country or countries
concurrently with or in addition to proceedings in England or without
commencing proceedings in England.
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The
Guarantor shall not commence any proceedings in any country other than England
in relation to a matter which arises out of or in connection with this
Guarantee.
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18.4
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Process
agent. The Guarantor irrevocably appoints Xxxxxx Xxxxx
Xxxxxxx LLP at its registered office for the time being, presently at
Waterview House, Roundwood Avenue, Stockley Park, Uxbridge UB11 1AU,
to act as its agent to receive and accept on its behalf any process or
other document relating to any proceedings in the English courts which are
connected with this Guarantee.
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18.5
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Issuer' rights
unaffected. Nothing in this Clause 18 shall exclude or
limit any right which the Issuer may have (whether under the law of any
country, an international convention or otherwise) with regard to the
bringing of proceedings, the service of process, the recognition or
enforcement of a judgment or any similar or related matter in any
jurisdiction.
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18.6
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Meaning of
“proceedings”. In this Clause 18, “proceedings” means
proceedings of any kind, including an application for a provisional or
protective measure.
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THIS GUARANTEE has been
executed and delivered as a deed on the date stated at the beginning of this
Guarantee.
26333216
v2
EXECUTION
PAGE
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GUARANTOR
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||
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SIGNED and DELIVERED as a DEED
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)
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by:
Xxxxxxxxxxx X. Xxxxxx
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)
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/s/
Xxxxxxxxxxx X. Xxxxxx
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acting
as lawfully appointed attorney of
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)
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TBS
INTERNATIONAL PUBLIC
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)
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LIMITED
COMPANY
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)
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in
the presence of: Xxxxxxxx Xxxxx
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)
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/s/
Xxxxxxxx Xxxxx
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SECURITY
TRUSTEE
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||
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SIGNED by
Xxxxxx Xxxxxxx Xxxxxx
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)
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/s/
Xxxxxx Xxxxxxx Xxxxxx
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for
and on behalf of
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)
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THE
ROYAL BANK OF SCOTLAND plc
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)
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in
the presence of: X.X. Xxxxxxx
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)
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/s/
X X
Xxxxxxx
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