MASTER PLEDGE AGREEMENT



         THIS MASTER PLEDGE AGREEMENT (the "Pledge Agreement") is made as of

this 11th day of May, 2004, between CIBC Investments Limited, a Canadian

corporation ("Pledgor"), and Citibank, N.A., a bank organized under the laws

of the United States, in its capacity as Secured Party ("Secured Party").



         WHEREAS, Pledgor and Secured Party have entered into an agreement

entitled Master Terms and Conditions for Collar Transactions dated as of May

11, 2004, (the "Master Collar Confirmation") pursuant to which Pledgor and

Secured Party will enter into option transactions from time to time (each a

"Transaction" and collectively, the "Transactions") under Supplemental

Confirmations (as defined in the Master Collar Confirmation) (the Master

Collar Confirmation as supplemented by the Supplemental Confirmation for a

particular Transaction being referred to as the "Confirmation" for such

Transaction);



         WHEREAS, it is a condition to the effectiveness of each Confirmation

that this Pledge Agreement shall have been executed by the parties hereto and

Pledgor shall have delivered to Secured Party in accordance herewith the

collateral required to be delivered pursuant to Section 3 of this Pledge

Agreement;



         NOW, THEREFORE, in consideration of their mutual covenants contained

herein and to secure the full and punctual observance and performance by

Pledgor of obligations under the Transactions, the agreements contained herein

and in each Confirmation, the parties hereto, intending to be legally bound,

hereby mutually covenant and agree as follows:



          1. Definitions. Capitalized terms used and not otherwise defined

herein shall have the meanings ascribed to them in the Master Collar

Confirmation. As used herein, the following words and phrases shall have the

following meanings:



          "Additions and Substitutions" has the meaning provided in Section

2(a)(ii);



          "Agreement" has the meaning provided in Section 2 of the Master

Collar Confirmation;



         "Authorized Officer" of Pledgor means any officer as to whom Pledgor

shall have delivered notice to Secured Party that such officer is authorized

to act hereunder on behalf of Pledgor;



         "Business Day" means any day on which commercial banks are open for

business in New York City;



         "Cash" means U.S. dollars;



         "Collateral" has the meaning provided in 2(a)(iv);



{PAGE}



         "Collateral Account" has the meaning provided in 4(c);



         "Collateral Event of Default" means, at any time, the occurrence of

either of the following: (A) failure of the Collateral to include, as Eligible

Collateral, a number of Shares at least equal to the aggregate Number of

Shares for all Transactions (or, if Pledgor has elected to substitute Cash

and/or Government Securities for Share Collateral in accordance with Section

4(h), the amount of Cash and/or Government Securities required thereby), or

(B) failure at any time of the Security Interests to constitute valid and

perfected security interests in all of the Collateral, subject to no prior,

equal or junior Lien, and, with respect to any Collateral consisting of

securities or security entitlements (each as defined in Section 8-102 of the

NYUCC), as to which Secured Party has Control, or, in each case, assertion of

such by Pledgor in writing;



         "Control" means "control" as defined in Section 8-106 and Section

9-106 of the NYUCC;



          "Custodian" means Citigroup Global Markets Inc., or any other

custodian appointed by Secured Party and identified to Pledgor;



         "Default Event" means (i) any Event of Default with respect to

Pledgor, (ii) any Termination Event with respect to which Pledgor is the

Affected Party or an Affected Party, or (iii) any Extraordinary Event that

results in an obligation of Pledgor to pay an amount pursuant to Section 12.7

or Section 12.9 of the 2002 Definitions;



         "Eligible Collateral" means Cash, Shares and, if Pledgor shall have

elected to substitute Government Securities for Share Collateral in accordance

with Section 4(h) Government Securities; provided that (i) Pledgor has good

and marketable title thereto, free of all Liens (other than the Security

Interests) and Transfer Restrictions (other than Existing Transfer

Restrictions) and (ii) Secured Party has a valid, first priority perfected

security interest therein, a first lien thereon and Control with respect

thereto and (iii) in the case of Shares, such Shares are eligible for deposit

in the Clearance System;



         "Excluded Proceeds" means any ordinary cash dividend, to the extent

not an Extraordinary Dividend in excess of the Assumed Dividend Level, in

respect of Shares that is not distributed after the occurrence and during the

continuance of any Default Event;

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC