TEMPLATE LEGAL OPINION

DRAFT SUBJECT TO FURTHER APPROVALS FROM [ BANK ] TAX/LEGAL/CREDIT

ISDA
International Swaps and Derivatives Association, Inc.

DRAFT 25 October8 November [ 20xx ]

SCHEDULE to the 2002 Master Agreement

dated as of ......................................................................... between [ CLIENT ] established as a corporation under [ Foreign Country ] (Party A) and [ BANK PLC ], established as a public limited company under the laws of England and Wales (Party B)

Part 1. Termination Provisions.

(a) Specified Entity means in relation to Party A for the purpose of the 2002 Master Agreement: Section 5(a)(v)............................................................................................................................Not applicable. Section 5(a)(vi)...........................................................................................................................Not applicable. Section 5(a)(vii) .........................................................................................................................Not applicable. Section 5(b)(v)............................................................................................................................Not applicable. and in relation to Party B for the purpose of the 2002 Master Agreement: Section 5(a)(v)............................................................................................................................Not applicable. Section 5(a)(vi)...........................................................................................................................Not applicable. Section 5(a)(vii) .........................................................................................................................Not applicable. Section 5(b)(v)............................................................................................................................Not applicable. (b) Specified Transaction will have the meaning specified in Section 14 of the 2002 Masterthis Agreement. will apply to Party A and

(c) (c) The Cross-Default provisions of Section 5(a)(vi) of the 2002 Master Agreement will apply to Party B. (i)

"Specified Indebtedness will have the meaning specified" means instead of the definition in Section 14 of this Agreement except that such term will not include, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money, other than any obligations in respect of deposits received at any time in the ordinary course of a partys banking business.; and "Threshold Amount" means, (i) in relation to Party A, USD 100 million, and in relation to Party B, two percent (2%) of Party Bs net worth (being its gross assets less its gross liabilities) as determined by Party Bs most recent published and audited financial statementsand amount equal to [3]% of Party As shareholders equity (on a consolidated basis) as determined in accordance with generally accepted accounting principles in Party As jurisdiction of incorporation or organisation as at the end of Party As

(ii)

most recently completed fiscal year, and (ii) in relation to Party B, USD[20,000,000 (United States Dollar twenty million]), or its equivalent in other currencies. In line 7 of Section 5(a)(vi) the words, or becoming capable at such time of being declared, are deleted.

(d)

The Credit Event Upon Merger provisions of Section 5(b)(v) of the 2002 Master Agreement will apply to Party A and will apply to Party B. both parties, amended as follows: Provided, that, for such purposes, a Designated Event shall be any event or circumstance as set out in Section 5(b)(v)(1) only and no Designated Event shall be regarded as arising with respect to such party as a result of any event or circumstance set out in Section 5(b)(v)(2) or Section 5(b)(v)(3). (i) (ii) the addition of the words , in the reasonable opinion of the other party, in the sixth line after the word is and before the word materially; the addition of the words or receives all or substantially all the assets and obligations of, another entity immediately after the words of this Master Agreement) to, in line 3 of Section 5(b)(v)(1); and

(iii) the addition of the words (4) X enters into an agreement providing for any of the foregoing; or after Section 5(b)(v)(3). (e) (f) (g) The Automatic Early Termination provision of Section 6(a) of the 2002 Master Agreement will not apply to Party A and will not apply to Party B. Termination Currency means United States Dollars. Additional Termination Event will apply. The following event(s) shall constitute Additional Termination Event(s) pursuant to Section 5(b)(v) of the 2002 Master Agreementvi) (for the purpose of which, Party A shall be the sole Affected Party and all Transactions shall be Affected Transactions):
(i) Inability to Perform Business. In respect of Party B onlya party, the inability of Party Bsuch party to carry on its business as a bank or to comply with its obligations under this Agreement by reason of: (1) the failure by Party Ba party to obtain or maintain all applicable licences, permits, or approvals (howsoever described) necessary to enter into this Agreement or any Transaction entered into pursuant to this Agreement; (2) the removal, suspension, or withdrawal by any Governmental Authority of any licence, permit or approval, howsoever described, required by Party B,a party to enter into this Agreement or any Transaction entered into pursuant to this Agreement; or (3) any proposal, by way of legislation, executive directions, regulations, circulars, notifications, or policy guidelines, by any Governmental Authority which is likely to materially impair or adversely affect the rights and remedies of Party Aa party herein. (ii) Moratorium. With respect to Party A and Party B (generally or specifically), any Governmental Authority (1) makes or issues an order of moratorium in relation to it; (2) stays the commencement or continuance of all or any actions and proceedings against it; or (3) makes or issues any direction or communication in relation to it, having an analogous effect to that under (1) or (2) above and/or preventing it from entering into any agreement or honouring its obligations under any agreement or Transaction.

For the avoidance of doubt, the termination of the life of either of Party A and the assumption of its existence by [ Foreign Government ] or another instrumentality or entity designated by [ Foreign Country ] will not by itself constitute a Termination Event.

Part 2.
For this transaction, Confirmation will provide that Cross Default will not apply to Party A and will not apply to Party B. For this transaction, Confirmation will provide that Credit Event Upon Merger will not apply to Party A and but will apply to Party B.

Tax Representations.
(a) Payer Representations. For the purpose of Section 3(e) of the 2002 Master Agreement, Party A and Party B 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 9(h) 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, except that it will not be a breach of this representation where reliance is placed on clause (ii) above 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) Party A Payee Tax Representations. For the purpose of Section 3(f), Party A makes the following representation(s): (i) with respect to payments made by the US offices of Party B to the non-US offices of Party A: It is fully eligible for the benefits of the Business Profits or Industrial and Commercial Profits provision as the case may be, the Interest provision or the Other Income provision (if any) of the Specified Treaty with respect to any payment described in such provisions and received or to be received by it in connection with this Agreement and no such payment is attributable to a trade or business carried on by it through a permanent establishment in the Specified Jurisdiction. with respect to payments made by the US offices of Party B to the US offices of Party A: Each payment received or to be received by it in connection with this Agreement will be effectively connected with its conduct of a trade or business in the Specified Jurisdiction. [PLEASE ADVISE [ BANK ] TAX WHY PARTY A ARE REQUESTING FOR THIS PART (ii) TO BE INCLUDED IN THE TAX REPRESENTATIONS AS WE UNDERSTAND FROM PART 4(d) THAT PARTY A WILL NOT BE A MULTIBRANCH?] Specified Treaty means the Double Tax Treaty between [ Foreign Country ]. Specified Jurisdiction means, with respect to Party A, the US. (c) Party B Payee Tax Representations. For the purpose of Section 3(f), Party B makes the following representation(s): (i) (ii) with respect to payments made to Party B which are not effectively connected to the United States: It is a nonU.S. branch of a foreign person for United States federal income tax purposes. with respect to payments made to Party B which are effectively connected to the United States: Each payment received or to be received by it in connection with this Agreement will be effectively connected with its conduct of a trade or business in the United States.

(ii)

Part 3. Agreement to Deliver Documents.

For the purpose of Sections 4(a)(i) and (ii) of the 2002 Masterthis Agreement (but without prejudice to Section 4(a)(iii) thereof), each party agrees to deliver the following documents, as applicable: (a) (a) Tax forms, documents or certificates to be delivered are: none.Party required to deliver document Party A and Party B Form/Document/ Certificate Date by which to be delivered

Any form or document accurately completed and in a manner reasonably satisfactory to the other

Upon execution of this Agreement, and

party that may be required or reasonably requested in order to allow the other party to make a payment under a Transaction without any deduction or withholding for or on account of any Tax or with deduction or withholding at a reduced rate, promptly upon reasonable demand by the other party, including, without limitation, an executed United States Internal Revenue Service Form W-9 or Form W-8BEN and/or W-8ECI (or any successor thereto). (b)

thereafter promptly upon reasonable demand by the other party.

Other documents to be delivered are: those indicated in the Confirmation.Party required to deliver document Party A and Party B Form/Document/ Certificate Date by which to be delivered Covered by Section 3(d) Representation Yes

Evidence, reasonably satisfactory to the other party, as to the incumbency, authority, and true signatures of the signatories of such party for this Agreement and each Confirmation. A certified copy of the Resolution of Party As Board of Directors / Governing Body authorising the execution and delivery of this Agreement and each Confirmation and performance of its obligations hereunder. The Credit Support Document referred to in Part 4(f) and (i) evidence, reasonably satisfactory to the other party, as to the incumbency, authority and true signatures of the signatories to such Credit Support Document and (ii) a certified copy of the Resolution of Party As Board of Directors/Governing Body authorising the execution and delivery of such Credit Support Document and the performance of its obligations thereunder. Copy of Party As most recent, publicly available quarterly report containing unaudited financial statements.

Upon execution of this Agreement and, if requested, each Confirmation. At or prior to the execution of this Agreement.

Party A

Yes

Party A and Party B

Upon execution of this Agreement, any relevant Credit Support Document and any relevant Confirmation.

Yes

Party A

Where such financial statement is not reasonably publicly available on Party As internet home page, promptly upon reasonable request and in any event no later than 30 days after the end of the relevant fiscal

Yes

quarterly period. Party A and Party B Copy of the annual report of such party, containing annual audited consolidated financial statements, for its most recently ended fiscal year prepared in accordance with generally accepted accounting principles in the country in which such party is organized and certified by independent certified public accountants or chartered accountants. Where such financial statement is not reasonably publicly available on such partys internet home page, promptly upon reasonable request and in any event no later than 90 days after the end of each fiscal year of such party. At or prior to the execution of this Agreement and, if reasonably required, each Confirmation. At execution hereof. Yes

Party A

An independent legal opinion substantially in the form of the draft legal opinion attached as Appendix I.

No

Party A

A certified copy of an acceptance by its process agent specified in Part 4(b) substantially in the form of Appendix II. Approval or license of any Governmental Authority to execute the Transactions contemplated under this Agreement (if applicable).

Yes

Party A

At execution hereof.

Yes

Part 4 Miscellaneous.
(a) Addresses for Notices. For the purposes of Section 12 (a) of the 2002 Masterthis Agreement, the following shall be the address for notices or communications with respect to Party A: Address: Attention: Telex No: Facsimile: (For all purposes) [] [] [] []

while the address for notices or communications with respect to Party B shall be:

Address for Notices or communications to Party B: For notices regarding operation, payment and confirmation matters only, notices should be sent to the address of the relevant branch set out in the relevant Confirmation (as may be amended from time to time), with a copy in the case of notices or communications relating to Sections 5, 6, 7, 11 or 13 to: []Level XX, South Tower Singapore ###### Attention: [] General Counsel Telex No: Facsimile No.: [] +65 #### #### (For all purposes) Telephone No.: +65 #### #### (a) (b) Process Agent. For the purpose of Section 13(c) of the 2002 Masterthis Agreement: Party A appoints as its Process Agent: [] Party B appoints as its Process Agent []: not applicable Any service of summons shall only be valid and effective if it is delivered to and marked for the attention of: Party A: Party B: (b) (c) (c) Offices. The provisions of Section 10(a) of the 2002 Master Agreement will apply to this Agreement. (d) Multibranch Party. For the purpose of Section 10(b) of the 2002 Masterthis Agreement: Party A is not a Multibranch Party; Party B is not a Multibranch Party, except as qualified in the Confirmation. and may act through the following Offices: London, New York, Hong Kong, Singapore, Tokyo, Sydney, Mumbai and Seoul. (d) (e) (e) Calculation Agent. Party B. (f) Credit Support Document. a. b. (f) (g) (h) (i) (j) Party A: Not applicable. Party B: Not applicable. Address:

[]

(g) Credit Support Provider means in relation to Party A : Not applicable. Credit Support Provider means in relation to Party B: Not applicable. (h) Governing Law. This Agreement will be governed by and construed in accordance with English law. (i) Netting of Payments. Subparagraph (ii)Multiple Transaction Payment Netting will not apply for the purpose of Section 2(c) of the 2002 Masterthis Agreement shall apply. (j) Affiliate will have the meaning specified in Section 14 of the 2002 Masterthis Agreement. (k) Absence of Litigation. For the purpose of Section 3(c) of the 2002 Master Agreement: a. b. Specified Entity means in relation to Party A, none. Specified Entity means in relation to Party B, none.

(k) (l)

(l) No Agency. Each Party is entering into this Agreement and each Transaction as principal and not as agent of any person.. (m) Relationship Between Parties. Each Party will be deemed to represent to the other Party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction): (1) Non-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 as a recommendation to enter into that Transaction. 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 that Transaction. 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 that Transaction. It is also capable of assuming, and assumes, the financial and other risks of that Transaction.

(2)

(3) (3) Status of Parties. The other Party is not acting as a fiduciary for or an adviser to it in respect of that Transaction. (n) (m) Recording of Conversations. Each party (i) consents to the recording of telephone conversations between the duly authorized trading, marketing, and other relevant personnel of the parties in connection with this Agreement or any potential Transaction, (ii) agrees to accept as official only such telephone correspondences which follow the prescribed language for transacting official business under this Agreement, as indicated in the Confirmation, and (iii) agrees, to the extent permitted by applicable law, that recordings which follow the prescribed language stated in subsection (ii)monitoring or recording, at any time and from time to time, by the other party of any and all communications between officers or employees of the parties, (ii) waives any further notice of such monitoring or recording, and (iii) agrees to notify (and, if required by law, obtain the consent of) its officers and employees with respect to such monitoring or recording. Any such recording may be submitted in evidence in any Proceedings.court or in any Proceeding for the purpose of establishing any matters pertinent to this Agreement or any Transaction. [PLEASE RE-CONSIDER OUR WORDING IN THIS PROVISION]

Part 5. Other Provisions.

(a) Additional Representations Section 3 is amended by replacing the second sentence thereof with the following: Any representations included in the Schedule or any Confirmation will constitute Additional Representations for purposes of this Section 3 and, unless otherwise specified in the Schedule or relevant Confirmation, the party or parties making such representation will be deemed to repeat such Additional Representation on each date on which a Transaction is entered into. (b) Modified Representation (a)Freely Transferable Funds. The following sentence shall be inserted after the first sentence in Section 2(a)(ii) of the 2002 Master AgreementFor purposes of Section 3(d) of this Agreement, the following shall be added immediately prior to the period at the end thereof: Funds will not be prevented from being considered to be freely transferable on account of those funds being subject to restrictions that would normally apply to those funds under applicable foreign exchange regulations in effect at the time of payment.

; provided, however, that in the case of financial statements delivered by either party, the only representation being made by either party is that such financial statements give a fair view of the state of affairs of the relevant entity to which they relate as at the date of such financial statements. (c) Conditions Precedent to Delivery of Credit Support Documents For the purposes of Section 2(a)(iii) of this Agreement, and notwithstanding anything to the contrary included in this Agreement, each obligation of Party A under this Agreement, including those set forth under Section 2(a)(i) with respect to each Transaction entered into pursuant hereto, is, where there is a Credit Support Document specified in this Agreement or in any Confirmation, subject to the condition precedent that Party A will have received all Credit Support Documents (and any supporting documentation as specified in Part 3 of the Schedule or the relevant Confirmation) duly executed and in a form satisfactory to Party A. (b) (d) Change of Account. Each party agrees that, for the purposes of Section 2(b) of the 2002 Masterthis Agreement, any new accounts so designated shall be in the same tax jurisdiction as the original account. (c) (e) Confirmations. For each Transaction, both Parties shall use reasonable efforts to promptly send to the other Party a Confirmation setting forth the terms of such Transaction. Both Parties shall, when required, execute and return the Confirmation promptly. Any correction of an error shall be made promptly upon receipt of the Confirmation. (d) Transfer. Notwithstanding anything to the contrary in Section 7 of the 2002 Master Agreement (i) Party B may assign its rights and obligations under this Agreement, in whole and not in part, to its parent Company or to an Affiliate acceptable to Party A.

(e) (f) 2000 ISDA Definitions. Reference is made to the 2000 ISDA Definitions (the "Definitions") as published by the International Swaps and Derivatives Association, Inc. which is hereby incorporated by reference into this Agreement (without regard to any amendments thereto subsequent to the date hereof). Any terms used and not otherwise defined herein which are contained in the Definitions shall have the meaning set forth in the Definitions. (f) (g) 2002 Master Agreement Protocol. The Parties agree that the definitions and provisions contained the 2002 Master Agreement Protocol, as published on 15 July 2003 by the International Swaps and Derivatives Association Inc., are incorporated into and apply to this Agreement as if set out in full herein, for the purpose of indicating agreement by the Parties to the amendments set out in Annexes 1 to 18 of the Protocol. References in the Protocol to a 2002 Master Agreement shall be deemed to be a reference to this Agreement. (g) Service of Process. The penultimate section of Section 13(c) of the 2002 Master Agreement shall be amended by adding the following language at the end thereof: if permitted in the jurisdiction where the proceedings are initiated and in the jurisdiction where the service is to be made. Waiver of Trial by Jury. Insofar as is permitted by law, each Party irrevocably waives any and all rights to trial by jury in any legal proceeding in connection with this Agreement or any Transaction, and acknowledges that this waiver is a material inducement to the other partys entering into this Agreement and each Transaction hereunder.

(h)

(i) (h) Amendment to Section 14. Section 14 of the 2002 Masterthis Agreement is amended by inserting the following definition: Governmental Authority means any de facto or de jure government (or any agency thereof), court, tribunal, administrative, or other governmental authority or any other entity (private or public) charged with the regulation of the financial markets in [ Foreign Country ] or the United Kingdom, as applicable. (j) (1) (i) Definitions.

Incorporation of ISDA FX Definitions. This Agreement incorporates, and is subject to and governed by (unless otherwise amended herein), the 1998 FX and Currency Option Definitions (the FX and Currency Option Definitions), as published by the International Swap and Derivatives Association, Inc., the Emerging Markets Traders Association, and The Foreign Exchange Committee. In the event of any inconsistency between the provisions of the Definitions and the FX and Currency Option Definitions, the FX and Currency Option Definitions will prevail for the purposes of any FX Transaction or Currency Option Transaction. (2) Amendments to ISDA FX Definitions. The following amendments are made to the FX and Currency Option Definitions, with respect to Currency Options:

a.

Section 3.4 of the FX and Currency Option Definitions is hereby amended by the addition of the following as a new Section 3.4(c) of the FX and Currency Option Definitions: Non Receipt of Coupon on Coupon Payment Date. If any Coupon is not received on the Coupon Payment Date, the Seller may elect: (i) to accept a late payment of such Coupon; (ii) to give written notice of such non-payment and, if such payment shall not be received within one Local Business Day of receipt of such notice, treat the related Currency Option Transaction as void; or (iii) to give written notice of such non-payment and, if such payment shall not be received within one Local Business Day of receipt of such notice, treat such nonpayment as an Event of Default under Section 5(a)(i).

B. Section 3.5(g) of the FX and Currency Option Definitions is amended by the deletion of the word "facsimile", in the fourth line thereof.

Part 6. FX Transactions and Currency Options.

(a) Payment Instructions. All payments to be made hereunder in respect of FX Transactions and/or Currency Option Transactions shall be made in accordance with standing payment instructions exchanged by the Parties (or as otherwise agreed or specified in a Confirmation or other signed writing).

[] By: .............................................................................. Name: Title: Date:

[ CLIENT ] / [ Bank PLC ]

By: .............................................................................. Name: Title: Date:

Appendix I [On letterhead of counterparty/independent lawyers] Legal Opinion TO: [ Bank PLC ] London DATE:

Dear Sirs, We refer to: (a) [(b) the 2002 ISDA Master Agreement dated .............................. between (1) [name of counterparty] (the Counterparty) and (2) yourselves (the Agreement). Terms defined in the Agreement have the same meanings herein; and the Confirmation relating to certain Transactions with a Trade Date of ........ which constitutes a supplement to, and forms a part of the Agreement (the Confirmation).]

We have examined the following documents: 1. 2. [3. [3. 4. 5. a copy of the Agreement; a copy of the Confirmation; the guarantee of [Guarantor] (the Guarantor) dated [ under the Agreement (the Guarantee)]; ] guaranteeing the obligations of the Counterparty to you

the [Collateral Agreement] dated [ ] between the Counterparty and yourselves by which the Counterpartys obligations under the Agreement are secured in your favour (the Collateral Agreement)]; [certificate of good standing (copy attached) dated ........... from the Companies [Commercial] Registry of [jurisdiction] relating to the Counterparty]; a copy, certified by a director or other duly authorised officer of the Counterparty as being a true, complete and up-todate copy, of the certificate of incorporation and the [memorandum and articles of association] [statutes] [by-laws] [or equivalent document(s)] of the Counterparty; a copy, certified by one of its directors or other duly authorised officers as being a true copy, of a resolution of the directors of the Counterparty approving the Agreement and authorising a person or persons to execute the same and any notices or other communication to be given or made by or on behalf of the Counterparty thereunder; any and all authorisations, approvals and consents (including, without limitation, exchange control consents if any) necessary or expedient for the execution and performance by the Counterparty of the Agreement; and such other records and documents as we have deemed necessary or appropriate for the purposes of this opinion.

6.

7. 8.

We are [independent/in-house] [lawyers/solicitors/legal counsel] practising and qualified to practice in [jurisdiction] and to advise on the law of [ Foreign Country ]. [We are legal advisers to the Counterparty but confirm and undertake that this opinion is given to you for your own benefit and for the benefit of your successors and assigns [and any person on whose behalf you act as agent or trustee] and this opinion may be relied on accordingly]. For the purposes of this opinion we have assumed the authenticity and completeness of all documents, the genuineness of all signatures and the conformity to original documents of all copies.
In our opinion:

1.

The Counterparty is a [limited company/describe entity] duly incorporated and organised, in good standing and validly existing under the laws of [ Foreign Country ] and possesses the capacity to sue and be sued in its own name. [We confirm that we have made all necessary investigations and certify that the statements in the [certificate of good standing referred to above] are true and correct as at the date of this opinion].

2. 3.

The Counterparty has power to carry on its activities as now carried on, to own its property and other assets and to execute, deliver and perform its obligations under the Agreement. The Counterparty has passed all necessary resolutions and taken all other necessary actions to authorise the execution, delivery and performance of the Agreement, which constitutes the legal, valid and binding obligations of the Counterparty enforceable in accordance with the terms of the Agreement. The unsecured obligations of the Counterparty under the Agreement rank at least pari passu with all other of its present and future unsecured and unsubordinated indebtedness or obligations. The Counterparty has obtained all authorisations, approvals and consents from all governmental or other authorities in [jurisdiction] necessary or appropriate for the execution and delivery by it of the Agreement and the exercise of its rights and the performance of its obligations under the Agreement (including, without limitation, for making all payments due or to become due from it thereunder free from any deduction or withholding) and to render the same legal, valid, enforceable and admissible in evidence. The execution, delivery and performance by the Counterparty of the Agreement will not: (i) (ii) contravene any existing law, regulation, ordinance, decree or authorisation to which it is subject; or contravene any provision of its certificate of incorporation, [memorandum and articles of association] [statutes] [by-laws] [or equivalent documents].

4. 5.

6.

7.

It is not necessary or advisable under the laws of [ Foreign Country ] in order to ensure the validity, effectiveness and enforceability of the Agreement or any part of it that it be filed, registered or recorded in any public office or elsewhere or that any other document or instrument relating thereto be executed, delivered, filed, registered or recorded. All payments by the Counterparty under the Agreement may be made without deduction or withholding (whether on account of Tax or otherwise). Neither the Agreement nor the arrangements contemplated thereby give rise to any registration or stamp or other tax or duty in or imposed by [ Foreign Country ] or any authority or agency thereof. The Counterparty is subject to the jurisdiction of the courts of [ Foreign Country ] and is not entitled to claim any immunity from suit or execution of any judgment on the ground of sovereignty or otherwise. The choice of law provisions in the Agreement (providing for the same to be governed by and construed in accordance with English law) are valid and binding under the law of [ Foreign Country ] and would be recognised and upheld by the courts of [ Foreign Country ]. The submission by the Counterparty to the jurisdiction of the English Courts contained in the Agreement is a valid submission and any final judgment for a sum of money obtained against the Counterparty in the High Court of England will be enforceable against it in [ Foreign Country ], [provided that [state any current conditions]]. On the facts of this matter presented to us, we know of no [public policy] at the date hereof which would prevent or hinder the enforcement of such a final judgment in [ Foreign Country ]. It is not necessary in order to enable you to claim and enforce in [ Foreign Country ] any right afforded to you by or in connection with the Agreement or by reason of the execution, delivery and performance of it by you that you shall be licensed, qualified or otherwise entitled to carry on business in or otherwise registered with any authority of or in [ Foreign Country ]. [You will not be deemed to be resident, domiciled or carrying on business in or subject to the laws of [jurisdiction] by reason of the execution, delivery, performance or enforcement of the Agreement.] [The [Guarantee] [Collateral Agreement] constitutes legal, valid and binding obligations of the [Guarantor], [Counterparty] enforceable in accordance with the terms thereof and does not contravene any existing law or authorisation to which the [Guarantor] [Counterparty] is subject or any provision of its constitutional documents]. The Counterparty has the capacity to enter into each "Specified Transaction" as defined in Section 14 of the Agreement and that there are no limitations upon the Counterpartys capacity to enter into such Specified Transactions.

8. 9. 10. 11.

12.

13.

14. a.

b.

This opinion is given only with respect to the law of [ Foreign Country ]. Yours faithfully,

Appendix II [On letterhead of Process Agent]

[Name and address of Counterparty]

[Date]

Dear Sirs, [ Bank PLC ] We, the undersigned, hereby accept our appointment to receive on your behalf the service of process issued out of the courts of England in respect of any legal action or proceedings arising out of, or in connection with, the 2002 ISDA Master Agreement dated as of [ ] between [name of counterparty] and [ Bank PLC ]. Yours faithfully

........................................ For and on behalf of

Document comparison done by DeltaView on 08 November 2006 14:22:34 Input: Document 1 Document 2 Rendering set Legend: Insertion Deletion Moved from Moved to Style change Format change Moved deletion Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell Statistics: Count Insertions Deletions Moved from Moved to Style change Format changed Total changes 173 97 1 1 0 0 272 file://G:/Whole Division/Others/Fran Singapore/2006_10_30 ISDA_Schedule (Clean)1.doc file://G:/Whole Division/Others/Fran Singapore/ISDA2002_version3.doc Standard