Contingent FX Forward and Enhanced Forward Strip Agreement between Union Bank of Norway, Den norske Bank ASA, and Aker RGI ASA
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This agreement is between Union Bank of Norway (UBN), Den norske Bank ASA (DnB), and Aker RGI ASA. It covers a contingent foreign exchange (FX) forward transaction and an enhanced forward strip with extension potential. The contract sets terms for exchanging Japanese yen and U.S. dollars at specified rates and dates, with obligations triggered by certain market conditions (a 'knock-in' or 'barrier event'). The agreement outlines the parties’ responsibilities, settlement dates, and conditions under which options become active, and is subject to an ISDA agreement under negotiation.
EX-10.3 16 dex103.txt AGREEMENT DATED JANUARY 28, 2000 EXHIBIT 10.3 [LOGO OF UNION BANK OF NORWAY] "Contingent FX Forward" Transaction Confirmation (the "Confirmation") We herewith confirm having entered into a "Contingent FX Forward" Transaction with you subject to the ISDA agreement under negotiation. This "Contingent FX Forward" Transaction shall be subject to the provisions and definitions set out below: Trade Date: July 16/th/ 1999 Counterparty A: UBN, Oslo Counterparty B: Aker RGI ASA, Oslo "Contingent FX Forward" Selling Currency and Amount: JPY 711.562.500 "Contingent FX Forward" Purchasing Currency and Amount: USD 6.875.000 "Contingent Forward Rate": 103.50 JPY per USD Period 1: All delivery dates between October 31/st/ 2000 until July 31/st/ 2003. Period 2: All delivery dates between October 31/st/ 2003 until July 29/st/ 2005. Knock-In Level: 94.00 JPY per USD Validity of Knock-In Level: From the time of entering into the transaction on Trade Date (July 16/th/ 1999), up to and including July 29/th/ 2003. - -------------------------------------------------------------------------------- Page 1 [LOGO OF UNION BANK OF NORWAY] Trigger of Knock-In Level: UBN, acting as Calculation Agent, determines that the Knock-In Level shall be triggered when it observes a transaction in the spot market that meets the following criteria: a) The transaction takes place between banks in the global spot foreign exchange market (including the Calculation Agent), and/or brokers. b) The transaction(s) occurs at a spot exchange rate that is at or below the Knock-In Level. c) The transaction takes place any week during the validity period (starting July 16/th/ 1999, up to and including July 29/th/ 2003) from Monday 5:00 a.m. Sydney time to Friday 6 p.m. New York time. If there is a dispute whether the Knock-In Level is triggered, UBN will furnish necessary documentation. Foreign Exchange Transaction Counterparty A shall be obliged, on for Period 1: each Settlement Date Period 1, to deliver the "Contingent FX Forward" Purchasing Currency and Amount to Counterparty B, against receipt of the "Contingent FX Forward" Selling Currency and Amount. Foreign Exchange Transaction In the event of the Knock-In Level for Period 2: not being triggered, Counterparty A shall be obliged, on each Settlement Date Period 2, to deliver the "Contingent FX Forward" Purchasing Currency and Amount to Counterparty B, against receipt of the "Contingent FX Forward" Selling Currency and Amount by notification of Counterparty B prior to the Exercise Time on each Expiration Date. In this case, Counterparty B has the option, but not the obligation, on each and every Settlement Date Period 2, to buy the "Contingent FX Forward" Purchasing Currency and Amount against delivery of The "Contingent FX Forward" Selling Currency and Amount. In the event of the Knock-In Level being triggered once, or more than once, Counterparty B shall be obliged, on each Settlement Date Period 2, to deliver "Contingent FX Forward" Selling Currency and Amount to Counterparty A against receipt of the "Contingent FX Forward" Purchasing Currency and Amount. - -------------------------------------------------------------------------------- Page 2 [LOGO OF UNION BANK OF NORWAY] Calculation Agent: UBN, Oslo Notification by Calculation Agent: The Calculation Agent shall notify Counterparty B, in writing, in the event of the Knock-In Level has been triggered. However, such notification shall not constitute a condition precedent for the obligation of Counterparty A. Expiration Date (knock-in not occurred): October 29/th/ 2003 January 28/th/ 2004 April 28/th/ 2004 July 28/th/ 2004 October 27/th/ 2004 January 27/th/ 2005 April 26/th/ 2005 July 27/th/ 2005 Exercise Time on Expiration Date: 10.00 a.m. New York time Settlement Dates Period 1: October 31/st/ 2000 January 31/st/2001 April 27/th/ 2001 July 31/st/ 2001 October 31/st/ 2001 January 31/st/ 2002 April 30/th/ 2002 July 31/st/ 2002 October 31/st/ 2002 January 31/st/ 2003 April 30/th/ 2003 July 31/st/ 2O03 Settlement Dates Period 2: October 31/st/ 2003 January 30/th/ 2004 April 30/th/ 2004 July 30/th/ 2004 October 29/th/ 2004 January 31/st/ 2005 April 28/th/ 2005 July 29/th/ 2005 - -------------------------------------------------------------------------------- Page 3 [LOGO OF UNION BANK OF NORWAY] Office and Address Counterparty A: Union Bank of Norway Sparebanken NOR, Postboks 1172 SENTRUM 0107 OSLO Tel: 22 31 83 23 Fax: 22 31 99 36 Office and Address Counterparty B: Aker RGI ASA Postboks 1423 VIKA 0295 OSLO Account details -- payments to Counterparty A: To be agreed upon Account details -- payments to Counterparty B: To be agreed upon Please confirm that the foregoing correctly sets forth the terms of our agreement by returning a signed copy (enclosed) of this Confirmation. Union Bank of Norway, Oslo By: /s/ John E. Skajem By: /s/ Enore Bryhn ------------------------ ------------------------- Name: John E. Skajem Name: Enore Bryhn General Manager Date: 15.10.99 Date: 15.10.99 Aker RGI ASA, Oslo By: /s/ Terje D. Skullerud By: /s/ Benet A. Rem ------------------------ ------------------------- Name: Terje D. Skullerud Name: Benet A. Rem Date: 15.10.99 Date: 15.10.99 - -------------------------------------------------------------------------------- Page 4 [DnB MARKETS LOGO] Aker RGI ASA POSTBOKS 1423 VIKA 0115 Oslo Attn: Terje Skullerud Oslo, 01 October 1999 Ref. 6515FA/AH/RFK ENHANCED FORWARD STRIP WITH EXTENSION POTENTIAL The purpose of this letter agreement (this "Agreement") is to set forth the terms and conditions of the Enhanced Forward Strip With Extension Potential (this "Transaction") between Den norske Bank ASA (DnB) and Aker RGI ASA (the Client). This Agreement supersedes any prior agreement or confirmation with respect to this transaction. We hereby confirm the following terms of a strip of 12 currency forwards, identified in Schedule 1, with the possibility for a second strip of B forwards (also defined as an Barrier Option), identified in Schedule 2, as set forth below: 1. General Definition -- Barrier Option DnB defines a barrier option as an option the terms of which change in some pre-defined manner when a barrier event occurs. A "Barrier Event" is a transaction in the relevant currency pair occurring in the spot market at a rate that is at or beyond a certain pre-specified level (here called the Trigger Price). 2. Details of the Transaction Trade date: 14.07.1999 Currency Pair: USD/JPY Face Currency Buyer: Aker RGI ASA Face Currency Seller: Den norske Bank ASA, Oslo Face Currency and Amount: USD 8.750.000,- Other Currency: JPY Exchange Price: as set forth on Schedule 1 and, subject to the condition set forth below, Schedule 2 Settlement Date: as set forth on Schedule 1 and, subject to the condition set forth below, Schedule 2 Premium: USD 0,- Premium Payer: Akar RGI ASA Premium Payment Date: 16 JULY 1999 Premium Payment Instructions: Trigger Price: 94 JPY par 1 USD Barrier Begin Date: 14 JULY 1999 Barrier Begin Time: Trade execution Barrier End Date: 28 JULY 2003 Barrier End Time: 10.00 A.M. New York - -------------------------------------------------------------------------------- [DnB Markets Letterhead] [DnB MARKETS LOGO] Our trader for this transaction is: Bob Nicolaisen 3. Specific Definitions Settlement: On each Settlement Date the Face Currency Seller shall deliver to the Face Currency Buyer the Face Currency Amount, against delivery by the Face Currency Buyer to the Face Currency Seller of an amount of the Other Currency equal to the result of multiplying the Face Currency Amount by the applicable Exchange Price. Effect of Barrier Event: Until a Barrier Event occurs, or if no Barrier Event occurs, the forwards hereby confirmed shall include only those identified in Schedule 1, and neither party shall have any obligation in respect of the forwards identified in Schedule 2. If a Barrier Event occurs, the forwards hereby confirmed shall thenceforth include the forwards identified in Schedule 1 and Schedule 2. Barrier Event: A spot transaction in the Currency Pair during open hours in the Spot Market within the Barrier Event Period at a price that is at or beyond the Trigger Price, as determined by DnB in accordance with the criteria set forth below. Criteria for the occurrence of a Barrier Event: DnB, acting as barrier determination agent, determines that a Barrier Event has occurred when it observes a transaction in the spot market that meets the following criteria: a) The transaction takes place between (i) two independent counterparties through the brokers market; (ii) DnB and an independent counterparty through the brokers market; or (iii) DnB and an independent counterparty dealing direct In cases (ii) and (iii) the transaction can be initiated by either party b) the transaction occurs at a rate that is at or beyond the trigger price: c) the transaction does not take place at an off-market rate. An "off-market rate" is defined as a rate that is substantially more favorable or substantially less favorable than the rate available to a professional spot dealer in the interbank spot market at the time of the transaction; and d) the transaction is in an amount that is not less than the equivalent of three million USD. (In certain circumstances two or more consecutive transaction in an aggregate amount of 3 million USD or more may be deemed to be a single transaction for purposes of these criteria). If there is a dispute over the determination of a barrier event, DnB will furnish evidence of the observed spot transaction (or transactions). Spot transaction that DnB does not observe and could not observe from sources regularly available to it in the ordinary course of its business cannot be the basis for Barrier Event determination. "Spot Market": the global spot foreign exchange market, which, for these purposes, shall be treated as being open continuously from 5 AM Sydney time on a Monday in any week to - -------------------------------------------------------------------------------- [DnB Markets Letterhead] [LOGO OF DNB MARKETS] 5 PM New York time on the Friday of that week. Barrier Event Period; The period from (and including) the Barrier Begin Time on the Barrier Begin Date to (and including] the Barrier End Time on the Barrier End Date. 4. Other Provisions 4.1 Cash Collateral In the event that the Market Value in favour of DnB for this Transaction exceeds USD 35,000,OOO ("Credit Limit"), the Client shall promptly provide DnB with cash collateral (margin payment) in the amount exceeding the Credit Limit, The Client shall in no circumstance pay later than one (1) Business Day after notice has been given by DnB of the amount which has to be paid. The amount shall be paid by the Client to the USD account no.: 5003 04 41130 which is hereby pledged to DnB for any amount outstanding under this Agreement. With "Market Value" is meant the aggregate market value of this contract as calculated by DnB. The calculations shall be based on rates which are deemed reasonable according to the current market rates. 4.2 Events Of Default 4.2.1 The Client is in default if: (i) the Client fails to deliver the agreed consideration or fails to pay agreed consideration by the settlement time or fails to deliver Cash Collateral as set forth in 4.l and such failure is not remedied within two (2) business days after notice of such failure is given to the Client. (ii) the Client or any of its fully owned (100%) directly or indirectly, subsidiaries defaults under any of its loan or guarantee agreements or payment obligations towards any of its creditors if such failure is not remedied within two business days after notice of such failure is given to the Client, or the Client enters into negotiations with its creditors regarding suspension of payment, suspends its payments, becomes insolvent, commences debt settlement proceedings, enters into bankruptcy proceedings or is placed under public administration. 4.2.2 In the event of default by the Client, DnB has an immediate right, subject to showing due care, to: (i) withhold settlement of any contract if payment pursuant to the foregoing paragraph has not been effectuated by the Client, [ii] exercise security the Client has pledged to DnB on USD account no.: 5003 04 41130. {iii) exercise its possessory lien on amounts DnB owes the Client as security for any obligation the Client may have towards DnB according to this Agreement (iv) take such measures for the Client's account and risk as DnB considers necessary for the recovery or reduction of loss or liability consequent to any agreement concluded for or with the Client, Including necessary transactions in full or in part to limit loss - -------------------------------------------------------------------------------- [DnB Markets Letterhead] [LOGO OF DNB MARKETS] 4.3 Transactions entered into to limit loss or liability shall be effectuated at such rates which are deemed reasonable according to current market rate. Claims may be set-off even if they are nominated in dlfferent currencies or have not become due and payable. Claim in foreign currency will be exchanged to NOK according to DnB's market rate. 4.4 The Client is liable and shall indemnify DnB for any loss, expense or obligations of whatever kind caused to DnB as direct or indirect consequence of the Client's default under this Agreement or other regulations, including exchange 1oss due to transactions effectuated by DnB, accrued interest and default interest, fees and expenses relating to internal and external legal services. Such losses, expenses and obligations are payable on demand. 5. Representations. Party A and Party B each represents to the other that it has entered into this Agreement in reliance upon such tax, accounting, regulation, legal and financial advice as it deems necessary and not upon any view expressed by the other. Each party represents to the other party that: (a) Non-reliance. It is acting for its own account, and it has made its own independent decision to enter into this Transaction and to whether this Transaction is appropriate or proper for it based upon its own judgement 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 this Transaction; it being understood that information and explanations related to the terms and conditions of this Transaction shall not be considered investment advice or a recommendation to enter into this Transaction. It has not received from the other party any assurance or guarantee as to be expected results of this Transaction. (b) 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 this Tranaaction. It is also capable of assuming, and assumes, the financial and other risks of this Transaction. (c) Status of Parties. The other party is not acting as a fiduciary of an advisor for it in respect of this Transaction. 6. Governing Law This Agreement shall be governed and construed in accordance by Norwegian law and the parties hereby accept the city court of Oslo as venue, provide that nothing herein shall [DnB Markets LOGO] - -------------------------------------------------------------------------------- prevent DnB from bringing legal actions against the Client before the courts of any other country having jurisdiction over the Client. 7. Contract Our Operations Contract is: Hans Petter Willersrud Phone: 22 48 17 74, Fax: 22 94 84 90 Please acknowledge the terms of this transactions by signing this Agreement and return it to: DnB Markets Risk Management and Financial Control ABA5 P.O. Box 1171 0107 Oslo We are pleased to have concluded this business with you and we look forward to do more business with yourselves in the future Best regards for Den norske Bank ASA /s/ Atle Hommersand /s/ Hans Petter Willersrud - ------------------------- ------------------------------- Atle Hommersand Hans Petter Willersrud Risk Manager Risk Manager Acknowledged and accepted by AKER RGI January 10, 1999 /s/ Terje D. Skullerud /s/ Hage Luro - ------------------------- ------------------------------- Name: Terje D. Skullerud Name: Hage Luro Title: Executive VP, CFO Title: Executive VP - -------------------------------------------------------------------------------- [DnB Markets Letterhead] Schedule 1 FORWARD EXCHANGE PRICE SETTLEMENT DATE 1 99.07 JPY PER 1 USD 30 OCTOBER 2000 2 99.07 JPY PER 1 USD 30 JANUARY 2001 3 99.07 JPY PER 1 USD 01 MAY 2001 4 99.07 JPY PER 1 USD 30 JULY 2001 5 99.07 JPY PER 1 USD 30 OCTOBER 2001 6 99.07 JPY PER 1 USD 30 JANUARY 2002 7 99.07 JPY PER 1 USD 30 APRIL 2002 8 99.07 JPY PER 1 USD 30 JULY 2002 9 99.07 JPY PER 1 USD 30 OCTOBER 2002 10 99.07 JPY PER 1 USD 30 JANUARY 2003 11 99.07 JPY PER 1 USD 30 APRIL 2003 12 99.07 JPY PER 1 USD 30 JULY 2002 Schedule 2 FORWARD EXCHANGE PRICE SETTLEMENT DATE - ------- -------------- --------------- 13 99.07 JPY PER 1 USD 30 OCTOBER 2003 14 99.07 JPY PER 1 USD 30 JANUARY 2004 15 99.07 JPY PER 1 USD 30 APRIL 2004 16 99.07 JPY PER 1 USD 30 JULY 2004 17 99.07 JPY PER 1 USD 01 NOVEMBER 2004 18 99.07 JPY PER 1 USD 31 JANUARY 2005 19 99.07 JPY PER 1 USD 02 MAY 2005 20 99.07 JPY PER 1 USD 01 AUGUST 2005 AMERICAN SEAFOODS COMPANY FOREIGN CURRENCY FORWARD CONTRACTS 12/31/2001
BANK OF AMERICA FOREIGN EXCHANGE CONFIRMATION (KEEP FOR YOUR RECORDS) BANK OF AMERICA NA U.S. FX AMERICAN SEAFOODS GROUP, LLC SAN FRANCISCO TRADING CENTER 2025 1ST AVE, STE 900 C:O 1850 GATEWAY BLVD., 7TH FL SEATTLE, WA 98121-3123 CONCORD, CA 94520 IF A COMPENSATION, THIS CONTRACT COMPENSATES, IN WHOLE OR IN PART, THE OTHER CONTRACTS MENTIONED BELOW. ACCORDINGLY, IN AGREEMENT WITH YOURSELVES, ONLY THE NET U.S. DOLLAR DIFFERENCE, IF ANY, BETWEEN THIS CONTRACT AND THE OTHER CONTRACT(S) MENTIONED BELOW IS TO BE CARRIED FORWARD AS AN INDEBTEDNESS DUE TO OR BY THE BANK. THIS INDEBTEDNESS IS DUE ON THE DELIVERY DATE MENTIONED BELOW. WE CONFIRM THIS FOREIGN EXCHANGE DEAL DATE: 16 AUG 01 **NEW** CONTRACT NO: 405903 HAVING PURCHASED FROM YOU CUSTOMER NO: 26040 01 JAPANESE YEN 1,098,000,000.00 CONTRACT DATE: 16AUG01 HAVING SOLD TO YOU MAT. DATE: 14NOV03 US DOLLARS 10,000,000.00 OPTION DATE: EXCHANGE RATE BROKER: TELEPHONE 109.80 SETTLEMENT INSTRUCTIONS: RECEIPT INSTRUCTIONS UNDETERMINED PAYMENT INSTRUCTIONS UNDETERMINED OUR PURCHASE OUR SALE THIS CONFIRMATION SUPPLEMENTS, FORMS A PART OF, AND IS SUBJECT TO, ANY MASTER NETTING AGREEMENT BETWEEN THE PARTIES APPLICABLE TO FOREIGN EXCHANGE TRANSACTIONS. ACCOUNT INFORMATION IS TRANSMITTED TO, AND PROCESSED AND STORED BY BANK OF AMERICA IN THE UNITED KINGDOM. THIS CONFIRMATION REQUIRES NO BANK SIGNATURE. [AMERICAN SEAFOODS COMPANY LOGO] American Seafoods Company 2025 First Avenue, Suite 900, Seattle, Washington 98121 USA Phone: (206) 448-0300 Fax: (206) 448-0303 Personnel --------- TEL ###-###-####/FAX ###-###-#### Operations & Purchasing ----------------------- TEL ###-###-####/FAX ###-###-#### Marketing --------- TEL ###-###-####/FAX ###-###-#### Accounting-Debbie Morton ------------------------ TEL ###-###-####/FAX ###-###-#### - -------------------------------------------------------------------------------- FACSIMILE MESSAGE To: Shahm Al-Wir Company: Debevoise & Plimpton Phone: 212 ###-###-#### Fax: 212 ###-###-#### From: Debbie Morton Date: 3/28/2002 Pages including this cover page: 35 CC: RE: This information is confidential. This communication, which includes all the pages which are part of this transmission, is intended only for the use of the individual or entity named above. It may contain information that is privileged, proprietary, confidential and exempt from disclosure under applicable law. If the recipient or the reader of this communication is not the intended recipient, or the employee or agent responsible for delivery of the communication to the intended recipient, you are hereby notified that any use, application, revelation, disclosure, dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please notify us immediately by telephone, destroy all copies and return the original communication to us at the above address via mail or courier delivery. FOREIGN EXCHANGE [BANK OF AMERICA LOGO] CONFIRMATION (KEEP FOR YOUR RECORDS) BANK OF AMERICA NA U.S. FX AMERICAN SEAFOODS GROUP, LLC SAN FRANCISCO TRADING CENTER 2025 1ST AVE, STE 900 C:O 1850 GATEWAY BLVD., 7TH FL SEATTLE, WA 98121-3123 CONCORD, CA 94520 WE CONFIRM THIS FOREIGN EXCHANGE DEAL IF A COMPENSATION, THIS CONTRACT COMPENSATES, IN WHOLE OR IN PART, THE OTHER CONTRACT(S) MENTIONED BELOW, ACCORDINGLY, IN AGREEMENT WITH YOURSELVES, ONLY THE NET U.S. DOLLAR DIFFERENCE, IF ANY, BETWEEN THIS CONTRACT AND THE OTHER CONTRACT(S) MENTIONED BELOW IS TO BE CARRIED FORWARD AS AN INDEBTEDNESS DUE TO OR BY THE BANK. THIS INDEBTEDNESS IS DUE ON THE DELIVERY DATE MENTIONED BELOW. DATE: 16AUG01 **NEW** - -------------------------------------------------------------------------------- HAVING PURCHASED FROM YOU CONTRACT NO: 405901 JAPANESE YEN 1,102,000,000.00 CUSTOMER NO: 26049 01 HAVING SOLD TO YOU CONTRACT DATE: 16AUG01 US DOLLARS 10,000,000.00 MAT. DATE: 15OCT03 EXCHANGE RATE OPTION DATE: 110.20 BROKER: TELEPHONE - -------------------------------------------------------------------------------- SETTLEMENT INSTRUCTIONS: - -------------------------------------------------------------------------------- RECEIPT INSTRUCTIONS UNDETERMINED SALE PAYMENT INSTRUCTIONS UNDETERMINED OUR OUR PURCHASE SALE - -------------------------------------------------------------------------------- THIS CONFIRMATION SUPPLEMENTS, FORMS A PART OF, AND IS SUBJECT TO, ANY MASTER NETTING AGREEMENT BETWEEN THE PARTIES APPLICABLE TO FOREIGN EXCHANGE TRANSACTION ACCOUNT INFORMATION IS TRANSMITTED TO, AND PROCESSED AND STORED BY BANK OF AMERICA IN THE UNITED KINGDOM. THIS CONFIRMATION REQUIRES NO BANK SIGNATURE. FOREIGN EXCHANGE [BANK OF AMERICA LOGO] CONFIRMATION (KEEP FOR YOUR RECORDS) BANK OF AMERICA NA U.S. FX AMERICAN SEAFOODS GROUP, LLC SAN FRANCISCO TRADING CENTER 2025 1ST AVE, STE 900 C:O 1850 GATEWAY BLVD., 7TH FL SEATTLE, WA 98121-3123 CONCORD, CA 94520 WE CONFIRM THIS FOREIGN EXCHANGE DEAL IF A COMPENSATION, THIS CONTRACT COMPENSATES, IN WHOLE OR IN PART, THE OTHER CONTRACT(S) MENTIONED BELOW, ACCORDINGLY, IN AGREEMENT WITH YOURSELVES, ONLY THE NET U.S. DOLLAR DIFFERENCE, IF ANY, BETWEEN THIS CONTRACT AND THE OTHER CONTRACT(S) MENTIONED BELOW IS TO BE CARRIED FORWARD AS AN INDEBTEDNESS DUE TO OR BY THE BANK. THIS INDEBTEDNESS IS DUE ON THE DELIVERY DATE MENTIONED BELOW. DATE: 16AUG01 **NEW** - -------------------------------------------------------------------------------- HAVING PURCHASED FROM YOU CONTRACT NO: 405903 JAPANESE YEN 1,098,000,000.00 CUSTOMER NO: 26049 01 HAVING SOLD TO YOU CONTRACT DATE: 16AUG01 US DOLLARS 10,000,000.00 MAT. DATE: 14NOV03 EXCHANGE RATE OPTION DATE: 109.80 BROKER: TELEPHONE - -------------------------------------------------------------------------------- SETTLEMENT INSTRUCTIONS: - -------------------------------------------------------------------------------- RECEIPT INSTRUCTIONS UNDETERMINED SALE PAYMENT INSTRUCTIONS UNDETERMINED OUR OUR PURCHASE SALE - -------------------------------------------------------------------------------- THIS CONFIRMATION SUPPLEMENTS, FORMS A PART OF, AND IS SUBJECT TO, ANY MASTER NETTING AGREEMENT BETWEEN THE PARTIES APPLICABLE TO FOREIGN EXCHANGE TRANSACTION ACCOUNT INFORMATION IS TRANSMITTED TO, AND PROCESSED AND STORED BY BANK OF AMERICA IN THE UNITED KINGDOM. THIS CONFIRMATION REQUIRES NO BANK SIGNATURE. [DEN NORSKE BANK LOGO] American Seafoods Company LLC Market Place Tower 2025 First Avenue, Suite 900 Seattle, WA 98121 Attn.: Hallvard Muri April 24, 2001 Ref: 101/102 ENHANCED FORWARD STRIP WITH EXTENSION POTENTIAL The purpose of this letter agreement (this "Agreement") is to set forth the terms and conditions of the Enhanced Forward Strip With Extension Potential (this "Transaction") between Den norske Bank ASA (Party A} and American Seafoods Company (Party B). This Agreement supersedes any prior agreement or confirmation with respect to this transaction. We hereby confirm the following terms of a strip of 8 currency forwards, identified in Schedule 1, with the possibility for a second strip of 8 forwards (also defined as a Barrier Option), identified in Schedule 2, as set forth below: 1. GENERAL DEFINITION - BARRIER OPTION DnB defines a barrier option as an option in terms of a change in some pre-defined manner when a barrier event occurs. A "Barrier Event" is a transaction in the relevant currency pair occuring in the spot market at a rate that is at or beyond a certain pre-specified level (here called the Trigger Price). 2. DETAILS OF THE TRANSACTION Trade date: April 18, 2001 Currency Pair: USD/JPY Face Currency Buyer: American Seafoods Company, Seattle Face Currency Seller: Den norske Bank ASA New York Face Currency and Amount: USD 3,125,000.00 Other Currency: JPY Exchange Price: as set forth on Schedule 1 and, subject to the condition set forth below, Schedule 2 Settlement Date: as set forth on Schedule 1 and, subject to the condition set forth below, Schedule 2 Premium: USD 0.00 Premium Payer: American Seafoods Company, Seattle Premium Payment Date: April 20, 2001 Trigger Price: 99.00 JPY per 1 USD
[DEN NORSKE BANK LOGO] Barrier Begin Date: April 18, 2001 Barrier Begin Time: Trade execution Barrier End Date: December 26, 2003 Barrier End Time: 10:00 AM New York Our trader for this transaction is: Bo Nicolaison 3. SPECIFIC DEFINITIONS SETTLEMENT: On each Settlement Date the Face Currency Seller shall deliver to the Face Currency Buyer the Face Currency Amount, against delivery by the Face Currency Buyer to the Face Currency Seller of an amount of the Other Currency equa1 to the result of multiplying the Face Currency Amount by the applicable Exchange Price. EFFECT OF BARRIER EVENT: Until a Barrier Event occurs, or if no Barrier Event occurs, the forwards hereby confirmed shall include only those identified in Schedule 1, and neither party shall have any obligation in respect of the forwards identified in Schedule 2. If a Barrier Event occurs, the forwards hereby confirmed shall thenceforth include the forwards identified in Schedule 1 and Schedule 2. BARRIER EVENT: A spot transaction in the Currency Pair during open hours in the Spot Market within the Barrier Event Period at a price that is at or beyond the Trigger Price, as determined by Den norske Bank in accordance with the criteria set forth below. CRITERIA FOR THE OCCURRENCE OF A BARRIER EVENT: Den norske Bank, acting as barrier determination agent, determines that a Barrier Event has occurred when it observes a transaction in the spot market that meets the following criteria: a) The transaction takes place between (i) two independent counterparties through the brokers market; (ii) Den norske Bank and an independent counterparty through the brokers market; or (iii) Den norske Bank and an independent counterparty dealing direct in cases (ii) and (iii) the transaction can be initiated by either party b) the transaction occurs at a rate that is at or beyond the trigger price: c) the transaction does not take place at an off-market rate. An "off-market rate" is defined as a rate that is substantially more favorable or substantially less favorable than the rate available to a professional spot dealer in the interbank spot market at the time of the transaction; and d) the transaction is in an amount that is not less than the equivalent of three million USD. (In certain circumstances two or more consecutive transactions in an aggregate amount of 3 million USD or more may be deemed to be a single transaction for purposes of these criteria). If there is a dispute over the determination of a barrier event, Den norske Bank will furnish evidence of the observed spot transaction (or transactions). [DEN NORSKE BANK LOGO] Spot transaction that Den norske Bank does not observe and could not observe from sources regularly available to it in the ordinary course of its business cannot be the basis for Barrier Event determination. "SPOT MARKET": The global spot foreign exchange market, which, for these purposes, shall be treated as being open continuously from 5 AM Sydney time on a Monday in any week to 5 PM New York time on the Friday of that week. BARRIER EVENT PERIOD: The period from (and including) the Barrier Begin Time on the Barrier Begin Date to (and including) the Barrier End Time on the Barrier End Date. 4. REPRESENTATIONS. Party A and Party B each represents to the other that it has entered into this Agreement in reliance upon such tax, accounting, regulatory, legal and financial advice as it deems necessary and not upon any view expressed by the other. Each party represents to the other party that: (a) NON-RELIANCE. It is acting for its own account, and it has made its own independent decision to enter into this Transaction and to whether this Transaction is appropriate or proper for it based upon its own judgement and upon advice from such advisors as it has deemed necessary. It is not relying on any oommunication (written or oral) of the other party as investment advice or as a recommendation to enter into this Transaction; it being understood that Information and explanations related to the terms and conditions of this Transaction shall not be considered investment advice or a recommendation to enter into this Transaction. It has not received from the other party any assurance or guarantee as to be expected results of this Transaction. (b) 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 this Transaction. It is also capable of assuming, and assumes, the financial and other risks of this Transaction. (c) STATUS OF PARTIES. The other party is not acting as a fiduciary or an advisor for it in respect of this Transaction. 6. Governing Law This Agreement shall be governed and construed in accordance by the laws of the State of New York and the parties hereby accept the city court of New York as venue, provide that nothing herein shall prevent Den norske Bank from bringing legal actions against the Client before the courts of any other country having jurisdiction over the Client. 7. Contact Our Contact is: Deirdre Yevoli Phone no.: (212) 681-3828 Fax no.: (212) 681-4119 Please acknowledge the terms of this transaction by signing this Agreement and return it to: Don norske Bank ASA New York Branch 200 Park Avenue, 31st Floor New York, N.Y. 10166-0396 Att.: Deirdre Yevoli We are pleased to have concluded this business with you and we look forward to do more business with yourselves in the future. Best Regards, Den norske Bank ASA, New York /s/ Berit L. Henriksen /s/ Deirdre L. Yevoli - ------------------------ ------------------------ Berit L. Henriksen Deirdre L. Yevoli Executive Vice President Assistant Vice President and General Manager Acknowledged and accepted by American Seafoods Groups LLC, Seattle , 2001 /s/ Hallvard Muri - ------------------------ ------------------------ Name: Name: Hallvard Muri Title: Title: CFO Schedule 1
Den norske Bank Schedule 2
American Seafoods Company LLC Market Place TOWN 2025 First Avenue, Suite 900 Seatte, WA 98121 AM.: Hallvard Muri April 24, 2001 Ref: 009185 ENHANCED FORWARD STRIP WITH EXTENSION POTENTIAL The purpose of this letter agreement (this "Agreement") is to set forth the terms and conditions of the Enhanced Forward Strip With Extension Potential (this "Transaction") between Den norske Bank ASA (Party A) and American Seafoods Campany (Party B). This Agreement supersedes any prior agreement or confirmation with respect to this transaction. We hereby confirm the following terms of a strip of 8 currency forwards, identified in Schodule 1, with the possibility for a second strip of 8 forwards (also defined as a Barrier Option), identified in Schedule 2, as set forth below: 1 Generel Definition - Barrier Option DnB defines a barrier option as an option in terms of a change in some pre-defined manner when a barrier event occurs. A "Barrier Event" is a transaction in the relevant currency pair occuring in the spot market at a rate that is at or beyond a certain pre-specified level (here called the Trigger Price). 2. Details of the Transaction Trade date: April 19, 2001 Currency Pair: USD/JPY Face Currency Buyer: American Seafoods Company, Seattle Face Currency Seller: Den norske Bank ASA New York Face Currency and Amount: USD 3,125,000.00 Other Currency: JPY Exchange Price: as set forth on Schedule 1 and, subject to the condition set forth below, Schedule 2 Settlement Date: as set forth on Schedule 1 and, subject to the condition set forth below, Schedule 2 Premium: USD 0.00 Premium Payer: American Seafoods Company, Seattle Premium Payment Date: April 23, 2001 Trigger Price: 99.00 JPY per 1 USD Den norske Bank ASA, New York Branch, 200 Park Avenue, New York, New York 10166-0396 Telephone ###-###-####-Telefax ###-###-####-Telex WU 426357-S.W.I.F.T.: DNBAUS33 Barrier Begin Date: April 19, 2001 Barrier Begin Time: Trade execution Barrier End Date: December 26, 2003 Barrier End Time: 10:00 AM New York Our trader for this transaction is: Bo Nicolaisen 3. Specific Definitions Settlement: On each Settlement Date the Face Currency Seller shall deliver to the Face Currency Buyer the Face Currency Amount, against delivery by the Face Currency Buyer to the Face Currency Seller of an amount of the Other Currency equal to the result of multiplying the Face Currency Amount by the applicable Exchange Price. Effect of Barrier Event: Until a Barrier Event occurs, or if no Barrier Event occurs, the forwards hereby confirmed shall include only those identified in Schedule 1, and neither party shall have any obligation in respect of the forwards identified in Schedule 2. If a Barrier Event occurs, the forwards hereby confirmed shall thenceforth include the forwards identified in Schedule 1 and Schedule 2. Barrier Event: A spot transaction in the Currency Pair during open hours in the Spot Market within the Barrier Event Period at a price that is at or beyond the Trigger Price, as determined by Den norske Bank in accordance with the criteria set forth below. Criteria for the occurrence of a Barrier Event: Den norske Bank, acting as barrier determination agent, determines that a Barrier Event has occurred when it observes a transaction in the spot market that meets the following criteria: a) The transaction takes place between (i) two independent counterparties through the brokers market; (ii) Den norske Bank and an independent counterparty through the brokers market; or (iii) Den norske Bank and an independent counterparty dealing direct in cases (ii) and (iii) the transaction can be initiated by either party b) the transaction occurs at a rate that is at or beyond the trigger price; c) the transaction does not take place at an off-markat rate. An "off-market rate" is defined as a rate that is substantially more favorable or substantially less favorable than the rate available to a professional spot dealer in the interbank spot market at the time of the transaction; and d) the transaction is in an amount that is not less than the equivalent of three million USD. (In certain circumstances two or more consecutive transaction in an aggregate amount of 3 million USD or more may be deemed to be a single transaction for purposes of these criteria). If there is a dispute over the determination of a barrier event, Den norske Bank will furnish evidence of the observed spot transaction (or transactions). Spot transaction that Dan norske Bank does not observe and could not observe from sources regularly available to it in the ordinary course of its business cannot be the basis for Barrier Event determination. "Spot Market": The global spot foreign exchange market, which, for these purposes, shall be treated as being open continuously from 5 AM Sydney time on a Monday in any week to 5 PM New York time on the Friday of that week. Barrier Event Period: The period from (and including) the Barrier Begin Time on the Barrier Begin Date to (and including) the Barrier End Time on the Barrier End Date. 4. Representations. Party A and Party B each represents to the other that it has entered into this Aqreement in reliance upon such tax, accounting, regulatory, legal and financial advice as it deems necessary and not upon any view expressed by the other. Each party represents to the other party that: (a) Non-reliance. It is acting for its own account, and it has made its own independent decision to enter into this Transaction and to whether this 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 this Transaction; it being understood that information and explanations related to the terms and conditions of this Transaction shall not be considered investment advice or a recommendation to enter into this Transaction. It has not received from the other party any assurance or guarantee as to be expected results of this Transaction. (b) 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 this Transaction. It is also capable of assuming, and assumes, the financial and other risks of this Transaction. (c) Status of Parties. The other party is not acting as a fiduciary or an advisor for it in respect of this Transaction. 6. Governing Law This Agreement ahall be governed and construed in accordance by the laws of the State of New York and the parties hereby accept the city court of New York as venue, provide that nothing herein shall Prevent Den norske Bank from bringing legal actions against the Client before the courts of any other country having jurisdiction over the Client. 7. Contact Our Contact Is: Deirdre Yevoli Phone no.: (212) 681-3828 Fax no.: (212) 681-4119 Please acknowledge the terms of this transaction by signing this Agreement and return it to: Den norske Bank ASA New York Branch 200 Park Avenue, 31st Floor New York, N.Y. 10166-0396 Att.: Deirdre Yevoli We are pleased to have concluded this business with you and we look forward to do more business with yourselves in the future. Best Regards, Den norske Bank ASA, New York /s/ Berit L. Henriksen /s/ Deirdre L. Yevoli - ------------------------ ------------------------ Berit L. Henriksen Deirdre L. Yevoli Executive Vice President Assistant Vice President and General Manager Acknowledged and accepted by American Seafoods Groups LLC, Seattle, WA , 2001 /s/ Debbie M. Morton /s/ Hallvard Muri - ------------------------ ------------------------ Name: Debbie M. Morton Name: Hallvard Muri Title: Group Controller Title: CFO Den norske Bank Schedule 1
Schedule 2
WHEREAS Aker RGI ASA ("Aker RGI") on behalf of American Seafoods Company ("Seafood") has entered into a currency forward transaction with Sparebanken NOR, see Schedule 1 (the "Sparebanken Forward") and a forward transaction with Den norske Bank ASA, see Schedule 2 (the "DnB Forward") (jointly referred to as the "Transactions"); WHEREAS Seafood, and Aker RGI have agreed that Seafood shall be entitled to the benefits of, and shall be responsible to Aker RGI for all of the obligations of Aker RGI in respect of the Transactions as set out in Schedule 1 and 2, except as modified hereby; and WHEREAS Seafood and Aker RGI understand and acknowledge that Aker RGI will remain responsible for fulfilling all obligations, and have all rights, under the Transactions with Sparebanken NOR and Den norske Bank ASA, respectively, accordingly, this agreement only establishes rights and obligations for and between Seafood and Aker RGI. NOW THEREFORE THE PARTIES AGREE AS FOLLOWS: 1. Aker RGI hereby agrees to pay to Seafood as provided herein all amounts that Aker RGI receives from Sparebanken NOR or Den norske Bank ASA in respect of the Transactions, and Seafood agrees to pay to Aker RGI as provided herein all amounts that Aker RGI is obliged to pay to Sparebanken NOR and Den norske Bank ASA in respect of the Transactions, in accordance with Schedule 1 and 2, except that; (i) in the Sparebanken Forward the Contingent Forward Rate (as defined in Schedule 1) shall be 104.50 JPY per USD in Period 1 (as defined in Schedule 1). In Period 2 (as defined in Schedule 1) the Contingent Forward Rate (as defined in Schedule 1) shall be 104.50 JPY per USD if the Knock-In Level (as defined in Schedule 1) has been triggered in the Validity of Knock-In Level (as defined in Schedule 1); and (ii) in the DnB Forward the Exchange Price (as defined in Schedule 2) shall be JPY 100.07 per USD; 2. Seafood agrees to pay all amounts (as amended in section 1 above) due under the Transactions by Aker RGI to Sparebanken NOR and Den norske Bank ASA, respectively, to Aker RGl's account number 7001.04.24338 with Den norske Bank ASA, no later than one business day prior to each maturity date under the Transactions. Provided Seafood makes the payments described above, then Aker RGI will pay all amounts received from Sparebanken NOR and Den norske Bank ASA under the Transactions, respectively, to Seafood's account number 28332001 with Den norske Bank ASA, New York branch. Any amount not paid when due shall bear interest until paid at 12% per annum, or the higher rate applicable in accordance with the default interest act. 3. Seafood agrees to indemnify Aker RGI against any and all costs, expenses and/or losses which Aker RGI incurs in circumstances where Seafood for whatever reason has not fulfilled its obligations according to this agreement on the relevant due date. 4. American Seafoods Consolidated LLC acknowledges and agrees that it is fully responsible towards Aker RGI for any and all obligations undertaken by Seafood hereunder, and wherever this agreement refers to Seafood, it shall be understood to refer to both Seafood and American Seafoods Consolidated LLC when determining liability towards Aker RGI hereunder. 5. Norwegian law shall govern this agreement, and the parties accept Oslo City Court as non-exclusive venue. *** New York, January 28, 2000 AMERICAN SEAFOODS COMPANY AKER RGI ASA By: /s/ Michael J. Hyde By: /s/ Dag F. Wittusen -------------------------- ---------------------------- Name: Michael J. Hyde Name: Dag F. Wittusen Title: President & CEO Title: President AMERICAN SEAFOODS CONSOLIDATED LLC By: AMERICAN SEAFOODS HOLDINGS LLC, its Member By: AMERICAN SEAFOODS, L.P., its Member By: ASC MANAGEMENT INC., its General Partner By: /s/ Bernt O. Bodal ---------------------------- Name: Bernt O. Bodal Title: President Schedule 1 FORWARD EXCHANGE PRICE SETTLEMENT DATE SETTLED 10/30/00 SETTLED 1/30/01 SETTLED SETTLED SETTLED 6 99.07 JPY PER 1 USD 30 JANUARY 2002 7 99.07 JPY PER 1 USD 30 APRIL 2002 8 99.07 JPY PER 1 USD 30 JULY 2002 9 99.07 JPY PER 1 USD 30 OCTOBER 2002 10 99.07 JPY PER 1 USD 30 JANUARY 2003 11 99.07 JPY PER 1 USD 30 APRIL 2003 12 99.07 JPY PER 1 USD 30 JULY 2003 Schedule 2 FORWARD EXCHANGE PRICE SETTLEMENT DATE 13 99.07 JPY PER 1 USD 30 OCTOBER 2003 14 99.07 JPY PER 1 USD 30 JANUARY 2004 15 99.07 JPY PER 1 USD 30 APRIL 2004 16 99.07 JPY PER 1 USD 30 JULY 2004 17 99.07 JPY PER 1 USD 01 NOVEMBER 2004 18 99.07 JPY PER 1 USD 31 JANUARY 2005 19 99.07 JPY PER 1 USD 02 MAY 2005 20 99.07 JPY PER 1 USD 01 AUGUST 2005 [LOGO OF UNION BANK OF NORWAY] "Contingent FX Forward" Transaction Confirmation (the "Confirmation"). We herewith confirm having entered into a "Contingent FX Forward" Transaction with you subject to the ISDA agreement under negotiation. This "Contingent FX Forward" Transaction shall be subject to the provisions and definitions set out below; Trade Date: July 16/th/ 1999 Counterparty A: UBN, Oslo Counterparty B: Aker RGI ASA, Oslo "Contingent FX Forward" Selling Currency and Amount: JPY 71l.562.500 "Contingent FX Forward" Purchasing Currency and Amount: USD 6,875.000 "Contingent Forward Rate": 103.50 JPY per USD Period 1: All delivery dates between October 31/st/ 2000 until July 31/st/ 2O03. Period 2: All delivery dates between October 31/st 2003 until July 29/th/ 2005. Knock-In Level: 94.OO JPY per USD Validity of Knock-In Level: From the time of entering into the transaction on Trade date (July 16/th/ 1999), up to and including July 29/th/ 2003. - -------------------------------------------------------------------------------- Page 1 [LOGO OF UNION BANK OF NORWAY] Trigger of Knock-In Level: UBN, acting as Calculation Agent, determines that the Knock-In Level shall be triggered when it observes a transaction in the spot market that meets the following criteria: a) The transaction takes place between banks in the global spot foreign exchange market (including the Calculation Agent), and/or brokers. b) The transaction(s) occurs at a spot exchange rate that is at or below the Knock-In Level. c) The transaction takes place any week during the validity period (starting July 16th 1999, up to and including July 29th 2003) from Monday 5:00 a.m. Sydney time to Friday 6 p.m. New York time. If there is a dispute whether the Knock-In Level is triggered, UBN will furnish necessary documentation. Foreign Exchange Transaction for Period 1: Counterparty A shall be obliged, on each Settlement Date Period 1, to deliver the "Contingent FX Forward" Purchasing Currency and Amount to Counterparty B, against receipt of the "Contingent FX Forward" Selling Currency and Amount. Foreign Exchange Transaction for Period 2: In the event of the Knock-In Level not being --- triggered, Counterparty A shall be obliged, on each Settlement Date Period 2, to deliver the "Contingent FX Forward" Purchasing Currency and Amount to Counterparty B, against receipt of the "Contingent FX Forward" Selling Currency and Amount by notification of Counterparty B prior to the Exercise Time on each Expiration Date. In this case, Counterparty B has the option, but not the obligation, on each and every Settlement Date Period 2, to buy the "Contingent FX Forward" Purchasing Currency and Amount against delivery of The "Contingent FX Forward" Selling Currency and Amount. In the event of the Knock-In Level being triggered once, or more than once, Counterparty B Shall be obliged, on each Settlement Date Period 2, to deliver "Contingent FX Forward" Selling Currency and Amount to Counterparty A, against receipt of the "Contingent FX Forward" Purchasing Currency and Amount. - -------------------------------------------------------------------------------- Page 2 [LOGO] union bank of norway Calculation Agent: UBN, Oslo Notification by Calculation Agent: The Calculation Agent shall notify Counterparty B, in writing, in the event of the Knock-In Level has been triggered. However, such notification shall not constitute a condition precedent for the obligations of Counterparty A. Expiration Dates (knock-in not occurred): October 29/th/ 2003 January 28/th/ 2004 April 28/th/ 2004 July 28/th/ 2004 October 27/th/ 2004 January 27/th/ 2005 April 26/th/ 2005 July 27th 2005 Exercise Time on Expiration Date: 10.00 am. New York time Settlement Dates Period 1: Settled 10/31/02 Settled 1/31/01 Settled Settled Settled January 31/st/ 2002 April 30/th/ 2002 July 31/st/ 2002 October 31/st/ 2002 January 31/st/ 2003 April 30/th/ 2003 July 31/st/ 2003 Settlement Dates Period 2: October 31/st/ 2003 January 30/th/ 2004 April 30/th/ 2004 July 30/th/ 2004 October 29/th/ 2004 January 31/st/ 2005 April 28/th/ 2005 July 29/th/ 2005 Page 3 [LOGO] union bank of norway Office and Address Counterparty A: Union Bank of Norway Sparebanken NOR, Postboks 1172 SENTRUM 0107 OSLO Tel: 22 31 83 23 Fax: 22 31 99 36 Office and Address Counterparty B: Aker RGI ASA Postboks 1423 VIKA 0295 OSLO Account details - payments to Counter- party A: To be agreed upon Account details - payments to Counter- party B: To be agreed upon Please confirm that the foregoing correctly sets forth the terms of our agreement by returning a signed copy (enclosed) of this Confirmation. Union Bank of Norway, Oslo By: /s/ John E. Skajem By: /s/ Endre Bryhn Name: John E. Skajem Name: Endre Bryhn Date: 15.10.99 Date: 15.10.99 Aker RGI ASA, Oslo By: /s/ Jeaje D. Skullerud By: /s/ Benet Rem Name: Jeaje D. Skullerud Name: Benet Rem Date: 15.10.99 Date: 15.10.99 Page 4 [LOGO OF DNB MARKETS] Aker RGI ASA POSTBOKS 1423 VIKA 0115 Oslo Attn.: Terje Skullerud Oslo, 01 October 1999 Ref: 6516FA/AH/RFK ENHANCED FORWARD STRIP WITH EXTENSION POTENTIAL The purpose of this letter agreement (this "Agreement") is to set forth the terms and conditions of the Enhanced Forward Strip With Extension Potential (this "Transaction") between Den norske Bank ASA (DnB) and Aker RGI ASA (the Client). This Agreement supersedes any prior agreement or confirmation with respect to this transaction. We hereby confirm the following terms of a strip of 12 currency forwards, identified in Schedule 1, with the possibility for a second strip of 8 forwards (also defined as an Barrier Option), identified in Schedule 2, as set forth below: 1. General Definition - Barrier Option DnB defines a barrier option as an option the terms of which change in some pre-defined manner when a barrier event occurs. A "Barrier Event" is a transaction in the relevant currency pair occuring in the spot market at a rate that is at or beyond a certain pre-specified level (here called the Trigger Price). 2. Details of the Transaction Trade date: 14.07.1999 Currency Pair: USD/JPY Face Currency Buyer: Aker RGI ASA Face Currency Seller: Den norske Bank ASA, Oslo Face Currency and Amount: USD 8.750.000,- Other Currency: JPY Exchange Price: as set forth on Schedule 1 and, subject to the condition set forth below, Schedule 2 Settlement Date: as set forth on Schedule 1 and, subject to the condition set forth below, Schedule 2 Premium: USD 0,- Premium Payer: Aker RGI ASA Premium Payment Date: 18 JULY 1999 Premium Payment Instructions: Trigger Price: 94 JPY per 1 USD Barrier Begin Date: 14 JULY 1999 Barrier Begin Time: Trade execution Barrier End Date: 28 JULY 2003 Barrier End Time: 10.00 A.M. New York - -------------------------------------------------------------------------------- [DNB MARKETS LETTERHEAD] [LOGO OF DNB MARKETS] Our trader for this transaction is: Bo Nicolaisen 3. Specific Definitions Settlement: On each Settlement Date the Face Currency Seller shall deliver to the Face Currency Buyer the Face Currency Amount, against delivery by the Face Currency Buyer to the Face Currency Seller of an amount of the Other Currency equal to the result of multiplying the Face Currency Amount by the applicable Exchange Price. Effect of Barrier Event: Until a Barrier Event occurs, or if no Barrier Event occurs, the forwards hereby confirmed shall include only those identified in Schedule 1, and neither party shall have any obligation in respect of the forwards identified in Schedule 2. If a Barrier Event occurs, the forwards hereby confirmed shall thenceforth include the forwards identified in Schedule 1 and Schedule 2. Barrier Event: A spot transaction in the Currency Pair during open hours in the Spot Market within the Barrier Event Period at a price that is at or beyond the Trigger Price, as determined by DnB in accordance with the criteria set forth below. Criteria for the occurrence of a Barrier Event: DnB, acting as barrier determination agent, determines that a Barrier Event has occurred when it observes a transaction in the spot market that meets the following criteria: a) The transaction takes place between (i) two independent counterparties through the brokers market; (ii) DnB and an independent counterparty through the brokers market; or (iii) DnB and an independent counterparty dealing direct In cases (ii) and (iii) the transaction can be initiated by either party b) the transaction occurs at a rate that is at or beyond the trigger price; c) the transaction does not take place at an off-market rate. An "off-market rate" is defined as a rate that is substantially more favorable or substantially less favorable than the rate available to a professional spot dealer in the interbank spot market at the time of the transaction; and d) the transaction is in an amount that is not less than the equivalent of three million USD. (In certain circumstances two or more consecutive transaction in an aggregate amount of 3 million USD or more may be deemed to be a single transaction for purposes of these criteria). If there is a dispute over the determination of a barrier event, DnB will furnish evidence of the observed spot transaction (or transactions). Spot transaction that DnB does not observe and could not observe from sources regularly available to it in the ordinary course of its business cannot be the basis for Barrier Event determination. "Spot Market" the global spot foreign exchange market, which, for these purposes, shall be treated as being open continuously from 5 AM Sydney time on a Monday in any week to - -------------------------------------------------------------------------------- [DNB LETTERHEAD] [LOGO OF DnB MARKETS] 5 PM New York time on the Friday of that week. Barrier Event Period: The period from (and including) the Barrier Begin Time on the Barrier Begin Date to (and including) the Barrier End Time on the Barrier End Date. 4. Other Provisions 4.1 Cash Collateral In the event that the Market Value in favour of DnB for this Transaction exceeds USD 35,000.000 ("Credit Limit"), the Client shall promptly provide DnB with cash collateral (margin payment) in the amount exceeding the Credit Limit. The Client shall in no circumstance pay later than one (1) Business Day after notice has been given by DnB of the amount which has to be paid. The amount shall be paid by the Client to the USD account no.: 5003 04 41130 which is hereby pledged to DnB for any amount outstanding under this Agreement. With "Market Value" is meant the aggregate market value of this contract as calculated by DnB. The calculations shall be based on rates which are deemed reasonable according to the current market rates. 4.2 Events Of Default 4.2.1 The Client is in default if; (i) the Client fails to deliver the agreed consideration or fails to pay agreed consideration by the settlement time or fails to deliver Cash Collateral as set forth in 4.1 and such failure is not remedied within two (2) business days after notice of such failure is given to the Client. (ii) the Client or any of its fully owned (100%) directly or indirectly, subsidiaries defaults under any of its loan- or guarantee agreements or payment obligations towards any of its creditors if such failure is not remedied within two business days after notice of such failure is given to the Client, or the Client enters into negotiations with its creditors regarding suspension of payment, suspends its payments, becomes insolvent, commences debt settlement proceedings, enters into bankruptcy proceedings or is placed under public administration 4.2.2 In the event of default by the Client, DnB has an immediate right, subject to showing due care, to; (i) withhold settlement of any contract if payment pursuant to the foregoing paragraph has not been affectuated by the Client, (ii) exercise security the Client has pledged to DnB on USD account no.: 5003 04 41130, (iii) exercise its possessory lien on amounts DnB owes the Client as security for any obligation the Client may have towards DnB according to this Agreement (iv) take such measures for the Client's account and risk as DnB considers necessary for the recovery or reduction of loss or liability consequent to any agreement concluded for or with the client, including necessary transactions in full or in part to limit loss [LOGO OF DNB MARKETS] 4.3 Transactions entered into to limit loss or liability shall be effectuated at such rates which are deemed reasonable according to current market rate. Claims may be set-off even if they are nominated in different currencies or have not become due and payable. Claim in foreign currency will be exchanged to NOK according to DnB's market rate. 4.4 The Client is liable and shall indemnify DnB for any loss, expense or obligations of whatever kind caused to DnB as direct or indirect consequence of the Client's default under this Agreement or other regulations, including exchange 1oss due to transactions effectuated by DnB, accrued interest and default interest, fees and expenses relating to internal and external legal services. Such losses, expenses and obligations are payable on demand. 5. Representations. Party A and Party B each represents to the other that it has entered into this Agreement in reliance upon such tax, accounting, regulation, legal and financial advice as it deems necessary and not upon any view expressed by the other. Each party represents to the other party that: (a) Non-reliance. It is acting for its own account, and it has made its own independent decision to enter into this Transaction and to whether this Transaction is appropriate or proper for it based upon its own judgement 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 this Transaction; it being understood that information and explanations related to the terms and conditions of this Transaction shall not be considered investment advice or a recommendation to enter into this Transaction. It has not received from the other party any assurance or guarantee as to be expected results of this Transaction. (b) 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 this Transaction. It is also capable of assuming, and assumes, the financial and other risks of this Transaction. (c) Status of Parties. The other party is not acting as a fiduciary of an advisor for it in respect of this Transaction. 6. Governing Law This Agreement shall be governed and construed in accordance by Norwegian law and the parties hereby accept the city court of Oslo as venue, provide that nothing herein shall - -------------------------------------------------------------------------------- [DNB MARKETS LETTERHEAD] [DnB MARKETS LOGO] prevent DnB from bringing legal actions against the Client before the courts of any other country having jurisdiction over the Client. 7. Contact Our Operations Contact is: Hans Petter Willersrud Phone: 22 48 17 74, Fax: 22 94 94 90 Please acknowledge the terms of this transactions by signing this Agreement and return it to: DnB Markets Risk Management and Financial Control ABA5 P.O. Box 1171 0107 Oslo We are pleased to have concluded this business with you and we look forward to do more business with yourselves in the future. Best regards for Den norske Bank, ASA /s/ Atle Hommersand /s/ Hans Petter Willersrud - ------------------------- ---------------------------- Atle Hommersand Hans Petter Willersrud Risk Manager Risk Manager Acknowledged and accepted by AKER RGI January 10, 1998 /s/ Terje D. Skullerud /s/ Hage Luno - ------------------------- ---------------------------- Name: Terje D. Skullerud Name: Hage Luro Title: Executive VP, CFO Title: Executive VP - -------------------------------------------------------------------------------- DnB Markets Letterhead Schedule 1 - -------------------------------------------------------------------------------- FORWARD EXCHANGE PRICE SETTLEMENT DATE - -------------------------------------------------------------------------------- 1 99.07 JPY PER 1 USD 30 OCTOBER 2000 - -------------------------------------------------------------------------------- 2 99.07 JPY PER 1 USD 30 JANUARY 2001 - -------------------------------------------------------------------------------- 3 99.07 JPY PER 1 USD 01 MAY 2001 - -------------------------------------------------------------------------------- 4 99.07 JPY PER 1 USD 30 JULY 2001 - -------------------------------------------------------------------------------- 5 99.07 JPY PER 1 USD 30 OCTOBER 2001 - -------------------------------------------------------------------------------- 6 99.07 JPY PER 1 USD 30 JANUARY 2002 - -------------------------------------------------------------------------------- 7 99.07 JPY PER 1 USD 30 APRIL 2002 - -------------------------------------------------------------------------------- 8 99.07 JPY PER 1 USD 30 JULY 2002 - -------------------------------------------------------------------------------- 9 99.07 JPY PER 1 USD 30 OCTOBER 2002 - -------------------------------------------------------------------------------- 10 99.07 JPY PER 1 USD 30 JANUARY 2003 - -------------------------------------------------------------------------------- 11 99.07 JPY PER 1 USD 30 APRIL 2003 - -------------------------------------------------------------------------------- 12 99.07 JPY PER 1 USD 30 JULY 2003 - -------------------------------------------------------------------------------- Schedule 2 - -------------------------------------------------------------------------------- FORWARD EXCHANGE PRICE SETTLEMENT DATE - -------------------------------------------------------------------------------- 13 99.07 JPY PER 1 USD 30 OCTOBER 2003 - -------------------------------------------------------------------------------- 14 99.07 JPY PER 1 USD 30 JANUARY 2004 - -------------------------------------------------------------------------------- 15 99.07 JPY PER 1 USD 30 APRIL 2004 - -------------------------------------------------------------------------------- 16 99.07 JPY PER 1 USD 30 JULY 2004 - -------------------------------------------------------------------------------- 17 99.07 JPY PER 1 USD 01 NOVEMBER 2004 - -------------------------------------------------------------------------------- 18 99.07 JPY PER 1 USD 31 JANUARY 2005 - -------------------------------------------------------------------------------- 19 99.07 JPY PER 1 USD 02 MAY 2005 - -------------------------------------------------------------------------------- 20 99.07 JPY PER 1 USD 01 AUGUST 2005 - -------------------------------------------------------------------------------- [LOGO] [LETTERHEAD OF DEN NORSKE BANK] Den norske Bank EXCHANGE CONFIRMATION REFERENCE DATE EXCHANGE A/C: 200009010231 01SEP00 11696002 PHONE CONTRACT DATE: 01SEP00 VALUE DATE: 29MAR02 WE CONFIRM OUR SALE TO YOU SALE: EXCHANGE RATE: EQUIVALENT 10,000,000.00 USD 96.55 965,500,000 JPY WE CREDIT YOUR ACCOUNT WE DEBIT YOUR ACCOUNT AMERICAN SEAFOOD CO. LLC 2025 FIRST AVE, #900 SEATTLE WA 98121 ATTN, DEBBIE MORTON PLEASE SEND US YOUR CONFIRMATION CONFIRMATION DOES NOT REQUIRE SIGNATURE /s/ [ILLEGIBLE] 9/11/00 [LOGO OF DEN NORSKE BANK] DEN NORSKE BANK NEW YORK 200 PARK AVENUE NEW YORK, NEW YORK 10166-0396 EXCHANGE CONFIRMATION --------------------- REFERENCE: DATE: EXCHANGE A/C: - ---------- ----- ------------- 200009050225 05SEP00 11696002 PHONE CONTRACT DATE: 05SEP00 VALUE DATE: 29MAR02 WE CONFIRM OUR SALE TO YOU SALE: EXCHANGE RATE: EQUIVALENT: ----- -------------- ----------- 5,000,000.00 USD 96.20 481,000,000 JPY WE CREDIT YOUR ACCOUNT P WE DEBIT YOUR ACCOUNT AMERICAN SEAFOOD CO. LLC 2025 FIRST AVE. #900 SEATTLE WA 98121 ATTN. DEBBIE MORTON PLEASE SEND US YOUR CONFIRMATION CONFIRMATION DOES NOT REQUIRE SIGNATURE [DEN NORSKE BANK LETTERHEAD] [LETTERHEAD OF DEN NORSKE BANK] [LOGO] Den norske Bank EXCHANGE CONFIRMATION REFERENCE DATE EXCHANGE A/C: - --------- ---- ------------- 200109140258 14SEP01 11696002 PHONE CONTRACT DATE: 14SEP01 VALUE DATE: 30APR02 WE CONFIRM OUR SALE TO YOU SALE: EXCHANGE RATE: EQUIVALENT ----- -------------- ---------- 5,000,000.00 USD 115.37 576,850,000 JPY WE CREDIT YOUR ACCOUNT WE DEBIT YOUR ACCOUNT AMERICAN SEAFOOD CO, LLC 2025 FIRST AVE, #900 SEATTLE WA 98121 ATTN. DEBBIE MORTON PLEASE SEND US YOUR CONFIRMATION CONFIRMATION DOES NOT REQUIRE SIGNATURE 10/2/07 /s/ [ILLEGIBLE] CFO [LETTERHEAD OF DEN NORSKE BANK] [LOGO] Den norske Bank EXCHANGE CONFIRMATION REFERENCE DATE EXCHANGE A/C: - --------- ---- ------------- 200109140260 14SEP01 11696002 PHONE CONTRACT DATE: 14SEP01 VALUE DATE: 17SEP02 WE CONFIRM OUR PURCHASE FROM YOU PURCHASE: EXCHANGE RATE: EQUIVALENT --------- -------------- ---------- 570,750,000 JPY 114.15 5,000,000.00USD WE CREDIT YOUR ACCOUNT WE DEBIT YOUR ACCOUNT AMERICAN SEAFOOD CO, LLC 2025 FIRST AVE, #900 SEATTLE WA 98121 ATTN. DEBBIE MORTON PLEASE SEND US YOUR CONFIRMATION CONFIRMATION DOES NOT REQUIRE SIGNATURE 10/2/07 /s/ [ILLEGIBLE] CFO
