EXHIBIT NO. 5
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CS First Boston
CS First Boston Corporation 00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000-0000
Telephone 000 000 0000
November 22, 1996
Mr. Xxx Xxxxxx
Nomura Holding America, Inc.
2 World Financial Xxxxxx
Xxxxxxxx X, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
BY FAX: (000) 000-0000
Dear Xxx:
Reference is made to the Assignment Agreement ("Assignment Agreement")
dated as of September 14, 1996 by and between Nomura Holding America, Inc.
("Nomura"), as Buyer and CS First Boston Securities Corporation ("CSFB"), as
Seller. This is the Pricing Letter referred to therein. (Capitalized terms
used herein shall have the meanings set forth in the Assignment Agreement.)
CSFB represents and warrants to Nomura that the rights being transferred to
Nomura pursuant to the Assignment Agreement include:
MK Stock 963,916
MKRL Stock 473,925
MK Pfd Shares 71,808
Proceeds: MK Rail Note 1,472,035.20
MK3 Rights 153,244.55
MK6 Rights 460,244.02
Cash 530,608.76 Net Proceeds 2,616,132.53
Nomura agrees to pay to CSFB a Net Purchase Price of $11,519,675.44 (the
"Net Purchase Price"), calculated as follows:
EXHIBIT NO. 5
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Proceeds Owed to CSFB
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Funded Revolver [9,921,052.74] 7,671,239.72
Funded Letters of Credit [5,958,661.74] 5,958,661.74
Cost of Carry from July 22, 1996 386,808.65
.75 of Nomura's claim in connection with Swap
negotiations 119,097.86
TOTAL OWED TO CSFB 14,135,807.97
less cash distribution owed to Nomura (2,616,132.53)
NET OWED TO CSFB 11,519,675.44
The Net Purchase Price shall be paid by Nomura to CSFB in immediately
available funds in accordance with the payment instructions set forth in the
Assignment Agreement.
Each party agrees that, except as may be compelled by legal process or by
an order, judgment or decree or a court or other governmental authority of
competent jurisdiction, it shall not disclose to any person or entity the terms
or conditions of this Pricing Letter.
Very truly yours,
CS FIRST BOSTON SECURITIES
CORPORATION
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Managing Director
Accepted and Agreed:
NOMURA HOLDING AMERICA, INC.
/s/ Xxxxxx Xxxxx
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By: XXXXXX XXXXX
Title: Managing Director
