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Exhibit 10.15
[Morgan Stanley logo] 1585 BROADWAY
NEW YORK, NY 10036-8293
November 27, 2007
CUSTOMER FX PRIME BROKERAGE AGREEMENT
Ladies and Gentlemen:
In consideration of Morgan Stanley & Co. Incorporated
("Morgan Stanley")
agreeing to act as prime broker of each entity specified in
Annex B attached
hereto (severally, and not jointly, each a "Customer") with
respect to FX
Transactions executed by Advisor with one or more Executing
Dealers and given up
to Morgan Stanley in accordance with the terms of this
Agreement, each Customer
hereby agrees as follows:
1. DEFINITIONS
o "Advisor" means any third-party commodity trading advisor
listed on Annex B.
If Customer directs Morgan Stanley to accept trading
instructions from an
Advisor, unless otherwise agreed in writing, Customer hereby
appoints such
Advisor as Customer's agent for the purpose of receiving all
communications,
notices and requests for instructions related to this Agreement
and the
transactions effectuated pursuant to this Agreement, including,
without
limitation, margin calls and any trading information or advice
(subject to
Section 6(b) hereof). Advisor is authorized to access and use
electronic
services, facilities and information provided electronically,
including but not
limited to electronic trading systems, and on behalf of
Customer, to agree to
the terms and conditions regarding such use and to enter into
electronic trading
agreements. Customer hereby agrees to indemnify and hold Morgan
Stanley harmless
from and to pay Morgan Stanley promptly on demand any and all
losses arising
from Customer's appointment of Advisor; Morgan Stanley shall be
protected in
continuing to act in reliance on the appointment of the Advisor
until Morgan
Stanley receives written notice thereof; and termination of the
appointment of
the Advisor shall not affect any liability in any way resulting
from
transactions initiated prior to such termination. This indemnity
is in addition
to (and in no way limits or restricts) any rights which Morgan
Stanley may have
under this Agreement.
o "Agreement" means this document along with all annexes to this
document.
o "Collateral" means any and all collateral, margin or other
credit support
provided by Customer in accordance with and pursuant to the
terms of the Master
Agreement between Customer and Morgan Stanley as security for
Customer's
obligations under outstanding Customer FX Transactions and other
FX Transactions
governed under such Master Agreement, including any applicable
master
cross-entity margining and netting agreement.
o "Customer FX Transaction" means an FX Transaction entered into
between
Customer and Morgan Stanley to offset a Give-Up Transaction.
o "Dollar Value means with respect to an amount of currency at
any time (i) if
such currency is U.S. Dollars, such amount and (ii) in all other
cases, the
amount of U.S. Dollars which could be purchased at the market
rate prevailing at
such time against delivery of such amount of currency on a
specified settlement
date. Such rate shall be determined by Morgan Stanley (in good
faith and in a
commercially reasonable manner) to be the market rate available
to Morgan
Stanley at such time in the New York foreign exchange market
(or, at the
reasonable election of Morgan Stanley, in the foreign exchange
market of any
other financial center in which the currency is traded and which
is then open
for business) for the purchase or, as the case may be, sale of
one currency
against another currency for delivery on a specified date using
the spot or
forward rate as designated in the Notice. If Morgan Stanley is
unable to obtain
a market rate pursuant to the preceding sentence, Morgan Stanley
will determine
the rate in good faith and in a commercially reasonable
manner.
o "Executing Dealers" means dealers in the foreign exchange
market, other than
Morgan Stanley, with which Advisor on behalf of Customer
executes Give-Up
Transactions, subject to the terms and conditions of this
Agreement.
o "FX Transaction" shall have the meaning set out in the 1998 FX
and Currency
Option Definitions as published by the International Swaps and
Derivatives
Association, Inc., the Emerging Markets Traders Association and
The Foreign
Exchange Committee.
o "Give-Up Agreement" means the Master FX Give-Up Agreement
between Morgan
Stanley and each Executing Dealer regarding the execution of
Give-Up
Transactions.
o "Give-Up Notice" means a notice in the form attached as an
exhibit to the
Give-Up Agreement between Morgan Stanley and an Executing Dealer
setting forth
specific limitations and parameters for the execution of Give-Up
Transactions by
a particular Advisor on behalf of Customer with such Executing
Dealer.
o "Give-Up Transaction" means any FX Transactions that are
executed between
Advisor on behalf of Customer and an Executing Dealer and given
up to Morgan
Stanley, as prime broker, in accordance with and subject to the
terms and
conditions of this Agreement.
o "Master Agreement" means any form of agreement or general
terms and conditions
governing FX Transactions between the parties to such Master
Agreement and
Collateral, including, without limitation, a master NDF
agreement related to
terms and conditions for non-deliverable FX Transactions in
specified currencies
and any applicable master cross-entity margining and netting
agreement.
o "Net Daily Settlement Amount" means, with respect to Give-Up
Transactions
executed by Advisor on behalf of Customer with an Executing
Dealer, and for any
settlement date, the sum of the Dollar Value for each currency
for which the
aggregate Dollar Value would result in a net amount owed to
Morgan Stanley by
such Executing Dealer with respect to such Give -Up
Transactions.
o "Net Open Position" means, with respect to Give-Up
Transactions executed by
Advisor on behalf of Customer with an Executing Dealer, the
aggregate amount
owed by such Executing Dealer to Morgan Stanley calculated as
follows: (i) for
each such Give-Up Transaction, determine the Dollar Value for
each currency
(including U.S. dollars) owed by such Executing Dealer to Morgan
Stanley or owed
by Morgan Stanley to such Executing Dealer under each Give-Up
Transaction; (ii)
for each currency (including U.S. Dollars), determine the net
Dollar Value
amount owed by such Executing Dealer to Morgan Stanley or owed
by Morgan Stanley
to such Executing Dealer by summing the Dollar Value of all long
and short
positions in such currency as determined in clause (i) above;
and (iii)
aggregate the Dollar Value amount determined pursuant to clause
(ii) above for
each currency with respect to which such Executing Dealer owes a
net aggregate
amount to Morgan Stanley.
2. MORGAN STANLEY AS PRIME BROKER. In connection with any FX
Transactions where
Morgan Stanley acts as prime broker for the Customer:
(a) Advisor on behalf of Customer may execute Give-Up
Transactions only with
Executing Dealers that have been approved by Morgan Stanley, at
its discretion,
for the execution of Give-Up Transactions with Customer and that
have entered
into a Give-Up Agreement, a Give-Up Notice with respect to
Customer, and a
Master Agreement with Morgan Stanley, and provided that Customer
has posted a
sufficient minimum amount of Collateral pursuant to the terms of
the Master
Agreement between Morgan Stanley and Customer prior to the
execution of any
Give-Up Transaction with any Executing Dealer. Advisor on behalf
of Customer
shall not be permitted to execute Give-Up Transactions with more
than fifteen
Executing Dealers at any given time. Morgan Stanley may
terminate its approval
of any Executing Dealer at any time and in its sole discretion,
provided that
Morgan Stanley promptly notifies Customer and Advisor of any
such determination
to terminate approval. Such termination shall be effective with
respect to any
FX Transactions executed by Customer with such Executing Dealer
after the giving
of such notice.
(b) Customer understands that Morgan Stanley will only accept
Give-Up
Transactions executed by Advisor on behalf of Customer with an
Executing Dealer
that are within the limitations and parameters set forth in the
corresponding
Give-Up Notice (a copy of which shall be provided to Customer
and Advisor by
Morgan Stanley) to the Give-Up Agreement for such Customer with
such Executing
Dealer and provided that Customer has posted with Morgan Stanley
a sufficient
amount of Collateral, to be determined in Morgan Stanley's
reasonable discretion
based on market indicia, to cover the initial exposure for
Customer FX
Transactions related to such Give-Up Transactions. If Advisor on
behalf of
Customer executes a Give-Up Transaction with an Executing Dealer
that exceeds
the limitations set forth in the applicable Give-Up Notice,
Morgan Stanley shall
have the right to reject such transaction; provided, however,
that Morgan
Stanley reserves the right, in its sole discretion, to accept
any Give-Up
Transactions that exceed the prescribed limitations, to accept
and assign such
Give-Up Transaction to a third party, to close-out and liquidate
outstanding
Customer FX Transactions and other FX Transactions entered into
with Customer,
and/or to request that Customer provide additional Collateral to
Morgan Stanley
in connection with such Give-Up Transaction. If Morgan Stanley
rejects a Give-Up
Transaction executed by Advisor on behalf of Customer with an
Executing Dealer,
Customer acknowledges and agrees that Morgan Stanley shall have
no liability,
whether in contract, tort or otherwise, to Customer or Advisor
or the Executing
Dealer with respect to such Give-Up Transaction, and that such
rejected
transaction shall be for the sole account and risk of Customer
and subject to
the terms and conditions of the Master Agreement (if any)
between Customer and
such Executing Dealer.
(c) Subject to the terms and conditions set forth herein, Morgan
Stanley agrees
to enter into a Customer FX Transaction with Advisor on behalf
of Customer to
offset each applicable Give-Up Transaction executed by Advisor
on behalf of
Customer with an Executing Dealer, provided that Morgan Stanley
does not reject
such Give-Up Transaction and Customer has posted any upfront
Collateral as may
be requested by Morgan Stanley in its sole discretion with
respect to such
Customer FX Transaction. The terms of each such Customer FX
Transaction shall be
identical to the corresponding Give-Up Transaction. Without
limitation of the
foregoing, Morgan Stanley may exercise any and all rights and
remedies afforded
to it under the applicable Master Agreement in connection with
any Customer FX
Transaction, including but not limited to, the right to
liquidate any such
Customer FX Transaction in accordance with and pursuant to the
terms and
conditions of the Master Agreement between Customer and Morgan
Stanley. In
addition, any Customer FX Transactions shall be subject to the
provisions of
such Master Agreement regarding Customer's obligation to deposit
and maintain
Collateral. Any Collateral delivered to Morgan Stanley by
Customer in connection
with Customer FX Transactions shall be subject in all respects
to the terms and
conditions of such Master Agreement, and Morgan Stanley shall be
entitled to
exercise any and all rights and remedies afforded to it under
such Master
Agreement with respect to such Collateral. In the event of a
conflict between
this Agreement and such Master Agreement with respect to any
Customer FX
Transaction, the terms o
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