EXHIBIT 10.4
(MULTICURRENCY--CROSS BORDER) EXECUTION COPY
CB03-655D
(ISDA LOGO)
MASTER AGREEMENT
dated as of November 1, 2001
CITIBANK, N.A. AND AMERITRADE HOLDING
CORPORATION
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: --
1. INTERPRETATION
(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.
2. OBLIGATIONS
(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 will be made for receipt on the due date in the manner
customary for the relevant obligation unless otherwise specified in the
relevant Confirmation or elsewhere in this Agreement.
(iii) Each obligation of each party under Section 2(a)(i) is subject to (1)
the condition precedent that no Event of Default or Potential Event of
Default with respect to the other party has occurred and is continuing, (2)
the condition precedent that no Early Termination Date in respect of the
relevant Transaction has occurred or been effectively designated and (3)
each other applicable condition precedent specified in this Agreement.
value of that which was (or would have been) required to be delivered as of the
originally scheduled date for delivery, in each case together with (to the
extent permitted under applicable law) interest, in the currency of such
amounts, from (and including) the date such amounts or obligations were or
would have been required to have been paid or performed to (but excluding) such
Early Termination Date, at the Applicable Rate. Such amounts of interest will
be calculated on the basis of daily compounding and the actual number of days
elapsed. The fair market value of any obligation referred to in clause (b)
above shall be reasonably determined by the party obliged to make the
determination under Section 6(e) or, if each party is so obliged, it shall be
the average of the Termination Currency Equivalents of the fair market values
reasonably determined by both parties.
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. AMERITRADE HOLDING CORPORATION
By: /s/ XXXXX X. XXXX By: /s/ XXXXXXX X. XXXXXX
-------------------------- --------------------------
Name: Xxxxx Xxxx Name: Xxxxxxx X. Xxxxxx
Title: Vice President Title: Managing Director of Finance
Date: Citibank, N.A. Date: 08/29/02
000 Xxxx Xxxxxx/00xx Xx.
Xxx Xxxx, Xxx Xxxx 00000
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EXECUTION COPY
REF: CB03-655A
SCHEDULE
to the
ISDA Master Agreement
dated as of November 1, 2001, between
CITIBANK, N.A.,
a national banking association organized under the laws of the United States
("Party A")
and
Ameritrade Holding Corporation,
a corporation organized and existing
under the laws of Nebraska
("Party B")
Part 1
Termination Provisions
In this Agreement:
(a) "SPECIFIED ENTITY" means for the purpose of Section 5(a)(v) of
this Agreement, (i) in relation to Party A, Salomon Brothers International
Limited, Salomon Brothers AG, Xxxxxxx Xxxxx Xxxxxx Inc., Salomon Forex Inc,
Xxxxx Xxxxxx Capital Services Inc., Xxxxx Xxxxxx Commercial Corporation and
Salomon Brothers Holding Company Inc (individually a "Section 5(a)(v)
Affiliate"), and (ii) in relation to Party B, not applicable.
(b) "SPECIFIED TRANSACTION" will have the meaning specified in Section
14 of this Agreement. For purposes of clause (c) of such definition, Specified
Transaction includes any securities lending agreement, securities options,
margin loans, short sales, repurchase agreement, reverse repurchase agreement
and forward securities contract, and any other similar transaction now existing
or hereafter entered into between Party A (or any Section 5(a)(v) Affiliate)
and Party B, not applicable.
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(c) The "CROSS DEFAULT" provisions of Section 5(a)(vi) will apply to Party
A and will apply to Party B.
For purposes of Section 5(a)(vi), the following provisions apply:
"SPECIFIED INDEBTEDNESS" means, instead of the definition thereof in
Section 14 of this Agreement, any obligation (whether present or future,
contingent or otherwise, as principal or surety or otherwise) in respect of
(i) borrowed money, or (ii) any transaction with any party of the type
referred to in subparagraphs (a), (b) or (c) of the definition of Specified
Transaction; provided, however, that Specified Indebtedness shall not
include deposits received in the course of a party's ordinary banking
business.
For the purpose of Section 5(a)(vi)(1):
(a) Any reference to Specified Indebtedness becoming, or becoming
capable of being declared, due and payable shall in the case of
Specified Indebtedness which is a Transaction with any party of the
type referred to in subparagraphs (a), (b) or (c) of the definition of
Specified Transaction, be deemed to be a reference to Specified
Indebtedness being, or becoming capable of being, terminated,
liquidated, accelerated or cancelled by reason of a default by a party
to such Transaction; and
(b) in determining the amount to be included in "Threshold
Amount" with respect to Specified Indebtedness which is a Transaction
with any party of the type referred to in subparagraphs (a), (b) or
(c) of the definition of Specified Transaction, the termination or
settlement value of such transaction shall be used or, if it is not
available, the Non-defaulting Party shall determine the settlement
amount of such transaction in good faith on the basis of the
information available to it.
"THRESHOLD AMOUNT" means
(A) with respect to Specified Indebtedness in respect of borrowed money:
(i) with respect to Party A, 2% of the stockholders' equity of Party
A; and
(ii) with respect to Party B or any Credit Support Provider, $0.
(B) with respect to Specified Indebtedness which is a transaction referred
to in subparagraphs (a), (b) or (c) of the definition of Specified
Transaction:
(i) with respect to Party A, 2% of stockholders' equity; and
(ii) with respect to Party B, 1% of stockholders' equity.
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Including, in the case of (A) and (B) above, the U.S. Dollar
equivalent on the date of any event of default of any obligation
stated in any other currency.
For purposes of the above, stockholders' equity shall be determined by
reference to the relevant party's most recent consolidated (quarterly,
in the case of a U.S. incorporated party) balance sheet and shall
include, in the case of a U.S. incorporated party, legal capital,
paid-in capital, retained earnings and cumulative translation
adjustments. Such balance sheet shall be prepared in accordance with
accounting principles that are generally accepted in such party's
country of organization.
(d) The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv) of
this Agreement will apply to Party A and will apply to Party B.
For purposes of this Agreement Section 5(b)(iv) is hereby amended by:
(i) inserting after the phrase "Section 5(a)(viii)" on line 4 thereof the
phrase "or any person or entity acquires directly or indirectly the
beneficial ownership of equity securities having the power to elect a
majority of the Board of Directors or other managing body of X, any Credit
Support Provider of X or any applicable Specified Entity of X, or X, and
Credit Support Provider of X or any applicable Specified Entity of X
effects any substantial change in its capital structure by means of the
issuance, incurrence or guarantee of debt or the issuance of preferred
stock or other securities convertible into, or exchangeable for, debt or
preferred stock; or X, any Credit Support Provider of X or any applicable
Specified Entity of X enters into any agreement providing for any of the
foregoing"
(ii) deleting the word "or" appearing after the words "resulting,
surviving" on line 5 thereof and inserting a comma in lieu thereof, and
(iii) inserting the phrase ", reorganized immediately after the word
"transferee" on line 5 thereof.
(e) The "AUTOMATIC EARLY TERMINATION" provisions of Section 6(a) will
not apply to Party A and will not apply to Party B; provided, however, that
with respect to a party, where the Event of Default specified in Section
5(a)(vii)(1), (3), (4), (5), (6) or to the extent analogous thereto, (8) 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 provisions of Section 6(a) will apply to such party.
(f) For the purpose of the "PAYMENTS ON EARLY TERMINATION" provisions
of Section 6(e):
(i) The Second Method will apply; and
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(ii) Market Quotation will apply.
(g) "TERMINATION CURRENCY" means United States Dollars.
(h) "ADDITIONAL TERMINATION EVENT".
(i) 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:
(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
(2) 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.
(ii) For the purposes of Section 6, in the event of an Impossibility,
both parties shall be Affected Parties.
(iii) An Impossibility shall be treated as an Illegality for purposes
of Section 5(c) of the Agreement.
(iv) The definition of "Affected Transactions" in Section 14 of the
Agreement is hereby amended by inserting "Impossibility,"
immediately after "an Illegality,".
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Part 2
Tax Representations
(a) PAYER REPRESENTATIONS. For the purpose of Section 3(e) of
this Agreement, Party A will make the following representation 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 (i) the accuracy of any representations made by
the other party pursuant to Section 3(f) of this Agreement, (ii) the
satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this
Agreement and the accuracy and effectiveness of any document provided by the
other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii)
the satisfaction of the agreement of the other party contained in Section 4(d)
of this Agreement, 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 documents 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
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
00-0000000.
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 00-00-00-000.
Part 3
Agreement to Deliver Documents
For the purpose of Section 4(a) of this Agreement:
1. Tax forms, documents or certificates to be delivered are:
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Party required to Form/Document/ Date by which to
deliver document Certificate be delivered
----------------------- -------------- -------------------------------
(i) Party A and Party B IRS Form W-9 Promptly upon execution of this
Agreement; and promptly upon
learning that any form
previously provided by Party B
has become obsolete or
incorrect.
II. Other documents to be delivered are:
Party required
to deliver Form/Document/ Date by which to Covered by
document Certificate to be delivered Section 3(d)
-----------------------------------------------------------------------------------------------------------
(a) Party A and Evidence reasonably As soon as practicable Yes
Party B satisfactory to the other after execution of this
party of the (i) authority Agreement and any
of such party and any Credit Support Document
Credit Support Provider to and, if requested by
enter into the Agreement the other party, as
and any Credit Support soon as practicable
Document and any after execution of any
Transactions and (ii) the Confirmation of any
authority and genuine other Transaction.
signature of the
individual signing the
Agreement and any Credit
Support Document on behalf
of such party to execute
the same.
(b) Party A and Credit Support Document(s) Upon execution of this No
Party B Agreement
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Party required
to deliver Form/Document/ Date by which to Covered by
document Certificate to be delivered Section 3(d)
-----------------------------------------------------------------------------------------------------------
(c) Party B The party's Annual As soon as available Yes
Report containing and in any event within
audited consolidated 120 days (or as soon as
financial statements practicable after
certified by becoming publicly
independent certified available) after the end
public accountants for of each of its fiscal
each fiscal year. years.
(d) Party B The party's unaudited As soon as available Yes
consolidated financial and in any event within
statements, the 60 days (or as soon as
consolidated balance practicable after
sheet and related becoming publicly
statements of income available) after the end
for each fiscal quarter. of each of its fiscal
quarters.
Part 4
Miscellaneous
(a) ADDRESSES FOR NOTICES. For the purposes of Section 12(a) of this
Agreement:
ADDRESS FOR NOTICES OR COMMUNICATIONS TO PARTY A:
With respect to a particular Transaction, all notices or communications to
Party A shall be sent to the address or facsimile number indicated in the
Confirmation of that Transaction.
In addition, in the case of notices or communications relating to Section 5, 6,
11 or 13 of this Agreement, a copy of any such notice or communication shall be
addressed to the attention of Party A's legal department as follows:
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Address: Capital Markets Legal Department
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Department Head
ADDRESS FOR NOTICES OR COMMUNICATIONS TO PARTY B:
Address:
Ameritrade Holding Corporation
0000 Xxxxx 000xx Xx.
Xxxxx, Xxxxxxxx
00000
Attention: Mr. Xxxxx XxxXxxxxx
Chief Financial Officer, Treasurer
Facsimile No: 000-000-0000
Telephone No: 000-000-0000
WITH A COPY TO:
Xx. Xxxxx Xxxxxx
General Counsel
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxx Xxxxxxxx, XX
00000
Facsimile No: 000-000-0000
Telephone No: 000-000-0000
(b) EFFECTIVENESS OF NOTICE. Section 12(a) is hereby amended by
deleting the words "facsimile transmission or" in line 3 thereof.
(c) PROCESS AGENT. For the purpose of Section 13(c) of this
Agreement:
Party B appoints as its Process Agent: NOT APPLICABLE
(d) OFFICES. The provisions of Section 10(a) will apply to this
Agreement.
(e) MULTIBRANCH PARTY. For the purpose of Section 10(c) of this
Agreement.
Party A is a Multibranch Party and may act through any of
the following offices:
New York, London and Tokyo.
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Party B is not a Multibranch Party.
(f) CALCULATION AGENT. The Calculation Agent will be Party A unless
otherwise specified in a Confirmation in reference to the relevant Transaction,
provide however if an Event of Default or Termination Event has occurred with
respect to Party A, then Party B shall be Calculation Agent.
(g) CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:
The Credit Support Document is the Credit Support Annex between
Party A and Party B substantially in the form of Exhibit III.
(h) CREDIT SUPPORT PROVIDER. Credit Support Provider means in
relation to Party A, not applicable. Credit Support Provider means in relation
to Party B, not applicable.(i)
(i) 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.
(j) JURISDICTION. Section 13(b) of the Agreement is hereby amended
by (i) deleting the word "non-" in line 2 of subsection 13(b)(i) and (ii)
deleting the final paragraph thereof and replacing it with the following:
"Nothing in this provision shall prohibit a party from bringing an action to
enforce a money judgment in any other jurisdiction."
(k) "AFFILIATE" will have the meaning specified in Section 14 of
this Agreement.
(l) "NETTING OF PAYMENTS" Either party may notify the other in
writing, not less than one Local Business Day in advance of a Scheduled Payment
Date, that with regard to payments due on that date, subparagraph (ii) of
Section 2(c) of this Agreement will not apply. Except to the extent that such
advance written notice shall have been given, subparagraph (ii) of Section 2(c)
will apply.
Part 5
Other Provisions
(a) 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
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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.
(b) WAIVER OF RIGHT TO TRIAL BY JURY. Each party hereby irrevocably
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 Credit Support Document.
(c) SEVERABILITY. In the event that any one or more of the provisions
contained in this Agreement should be held invalid, illegal, or unenforceable in
any jurisdiction, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired
thereby. The parties shall endeavor, in good faith negotiations, to replace the
invalid, illegal or unenforceable provisions with valid provisions, the economic
effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.
(d) NETTING. In the event that any Terminated Transaction cannot be
aggregated and netted against all other Terminated Transactions under Section
6(e) of the Agreement, such excluded Terminated Transactions shall be aggregated
and netted amongst themselves to the fullest extent permitted by law.
(e) ADDITIONAL REPRESENTATIONS. For purposes of Section 3 of this
Agreement, the following shall be added, immediately following paragraph (f)
thereof:
(g) NO RELIANCE. It is acting for its own account, and it has made its
own independent decisions to enter into that Transaction and as to
whether that Transaction is appropriate or proper for it based upon
its own judgment and upon advice from such advisors as it has deemed
necessary. It is not relying on any communication (written or oral) of
the other party as investment advice or as a recommendation to enter
into that Transaction; it being understood that information and
explanations related to the terms and conditions of a Transaction
shall not be considered investment advice or a recommendation to enter
into that Transaction. It has not received from the other party any
assurance or guarantee as to the expected results of that Transaction.
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(h) EVALUATION AND UNDERSTANDING. It is capable of evaluating and
understanding (on its own behalf or through independent professional
advice), and understands and accepts, the terms, conditions and risks
of that Transaction. It is also capable of assuming, and assumes, the
financial and other risks of that Transaction.
(i) STATUS OF PARTIES. The other party is not acting as a fiduciary or
an advisor for it in respect of that Transaction.
(j) NO AGENCY. It is entering into this Agreement, and Credit Support
Document to which it is a party and each Transaction as principal and
not as agent.
(k) RISK MANAGEMENT/LINE OF BUSINESS. Party B alone represents that
this Agreement has been, and each Transaction hereunder has been or
will be, as the case may be, entered into for the purpose of managing
its borrowings or investments, hedging its underlying assets or
liabilities or in connection with its line of business (including
financial intermediation services) and not for the purpose of
speculation.
(l) ELIGIBLE CONTRACT PARTICIPANT. (a) It is an "eligible contract
participant" within the meaning of Section 1(a)(12) of the Commodity
Exchange Act, as amended (the "CEA"), (b) this Agreement and each
Transaction is subject to individual negotiation by each party, and (c)
neither this Agreement nor any Transaction will be executed or traded
on a "trading facility" within the meaning of Section 1a(33) of the
CEA.
(f) CONFIRMATION PROCEDURES. For each Transaction that Party A and
Party B enter 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 ten (10)
Business Days of receipt. Failure of Party B to respond within such period
shall not affect the validity or enforceability of such Transaction.
(g) EMU PROTOCOL. The parties agree that the definitions and
provisions contained in Annexes 1 to 5 and Section 6 of the EMU Protocol
published by the International Swaps and Derivatives Association, Inc. on 6th
May, 1998 are incorporated into and apply to this Agreement.
(h) 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 the 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
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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 the 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 am. local time on that day) if that payment is not
released by 5:00 p.m. on the date it is deposited for any reason other than the
intended recipients' failure to make the escrow deposit it is required to make
hereunder in a timely fashion.
(i) NOTICE OF EVENTS OF DEFAULT.
(i) 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).
(j) RECORDING OF CONVERSATIONS. Each party hereto consents to the
recording of its telephone conversations pursuant to this Agreement. To the
extent that one party records telephone conversations (the "Recording Party")
and the other party does not (the "Non-Recording Party"), the Recording Party
shall, in the event of any dispute, make a complete and unedited copy of such
party's tape of the entire day's conversations with the Non-Recording Party's
personnel available to the Non-Recording Party. The Recording Party's tapes
may be used by either party in any forum in which a dispute is sought to be
resolved and the Recording Party will retain tapes for a consistent period of
time in accordance with the Recording Party's policy unless one party notifies
the other that a particular transaction is under review and warrants further
retention.
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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.
AMERITRADE HOLDING
CORPORATION
By: /s/ XXXXX XXXX By: /s/ XXXXXXX X. XXXXXX
------------------------------ -------------------------------
Print Name: Xxxxx Xxxx Print Name: Xxxxxxx X. Xxxxxx
---------------------- -----------------------
Title: Vice President Title: Managing Director of Finance
--------------------------- ----------------------------
Citibank, N.A.
000 Xxxx Xxxxxx/00xx Xx.
Xxx Xxxx, Xxx Xxxx 00000
Date: Date: 08/29/02
---------------------------- -----------------------------
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