EXHIBIT 10.25
[Letterhead of Deutsche Bank]
Date: July 3, 2000
To: Young Broadcasting Incorporated
Attention: Mr. Xxxxxxx Xxxxx
Telephone: 000-000-0000
Facsimile no.: 000-000-0000
Cc: Xxxxxx Xxxxxxxxx
Quantitative Interest Applications
Fax: 000-000-0000
Our Reference: 554873 -- EC
Re: Interest Rate Swap Transaction
Ladies and Gentlemen:
The purpose of this letter agreement is to set forth the terms and conditions of
the Transaction entered into between Deutsche Bank AG ("DBAG") and Young
Broadcasting Incorporated ("Counterparty") on the Trade Date specified below
(the "Transaction"). This letter agreement constitutes a "Confirmation" as
referred to in the Agreement specified below.
The definitions and provisions contained in the 1991 ISDA Definitions (as
supplemented by the 1998 Supplement) (the "Definition") as published by the
International Swaps and Derivatives Association, Inc. are incorporated by
reference herein. In the event of any inconsistency between the Definitions and
this Confirmation, this Confirmation will govern.
For the purpose of this Confirmation, references in the Definitions or the
Agreement to a "Swap Transaction" shall be deemed to be references to this
Transaction.
1. This Confirmation evidences a complete and binding agreement between DBAG
("Party A") and Counterparty ("Party B") as to the terms of the
Transaction to which this Confirmation relates. In addition, Party A and
Party B agree to use all reasonable efforts to negotiate, execute and
deliver an agreement in the form of the ISDA Master Agreement
(Multicurrency-Cross Border) (the "ISDA Form") (as may be amended,
modified or supplemented from time to time, the "Agreement") with such
modifications as Party A and Party B will in good faith agree. Upon
execution by the parties of such Agreement, this Confirmation will
supplement, form a part of and be subject to the Agreement. All provisions
contained or incorporated by reference in such Agreement upon its
execution shall govern this Confirmation except as expressly modified
below. Until Party A and Party B execute and deliver the Agreement, this
Confirmation, together with all other documents referring to the ISDA Form
(each a "Confirmation") confirming Transactions (each a "Transaction")
entered into between us (notwithstanding anything to the contrary in a
Confirmation) shall supplement, form a part of, and
be subject to an agreement in the form of the ISDA Form as if Party A and
Party B had executed an agreement on the Trade Date of the first such
Transaction between us in such form, with the Schedule thereto (i)
specifying only that (a) the governing law is the laws of the State of New
York, without reference to choice of law doctrine, provided, that such
choice of law shall be superseded by any choice of law provision specified
in the Agreement upon its execution, and (b) the Termination Currency is
U.S. Dollars and (ii) incorporating the addition to the definition of
"Indemnifiable Tax" contained in (page 48 of) the ISDA "User's Guide to
the 1992 ISDA Master Agreements". In the event of any inconsistency
between the terms of this Confirmation, and the terms of the Agreement,
this Confirmation will prevail for the purpose of this Transaction.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:-
Notional Amount: USD 206,000,000.00
Trade Date: July 3, 2000
Effective Date: July 3, 2000
Termination Date: January 3, 2002, subject to adjustment in
accordance with the Modified Following
Business Day Convention.
Fixed Amounts:
Fixed Rate Payer: Counterparty
Fixed Rate Payer
Payment Dates: January 3, 2001, July 3, 2001 and the
Termination Date, subject to adjustment in
accordance with the Modified Following
Business Day Convention.
Fixed Rate: 7.0882%
Fixed Rate Day
Count Fraction: Actual/360
Floating Amounts:
Floating Rate Payer: DBAG
Floating Rate Payer
Payment Dates: January 3, 2001, July 3, 2001 and the
Termination Date, subject to adjustment in
accordance with the Modified Following
Business Day Convention.
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: Six months
Spread: None
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Floating Rate Day
Count Fraction: Actual/360
Floating Rate for
initial Calculation
Period: 7.00%
Reset Dates: The first Business Day in each Calculation
Period or Compounding Period, if
Compounding is applicable.
Compounding: Inapplicable
Business Days: London and New York
3. Account Details:
Account Details for DBAG:
Deutsche Bank AG New York Branch (Direct)
CHIPS UID 053335 ABA #: 000000000
Ref: Interest Rate Swaps
Account Details for Counterparty:
Account no. 2000000984124 with First Union National Bank, Charlotte
4. Offices:
The Office of DBAG for this Transaction is New York.
5. Calculation Agent: DBAG
6. Representations
Each party will be deemed to represent to the other party on the date on which
it enters into this Transaction that (absent a written agreement between the
parties that expressly imposes affirmative obligations to the contrary for this
Transaction):
(i) Non-Reliance. It is acting for its own account, and it has made its own
independent decisions to enter into this Transaction and as to whether this
Transaction is appropriate or proper for it based upon its own judgment and upon
advice from such advisers 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. 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 this Transaction.
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(ii) 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 this
Transaction. It is also capable of assuming, and assumes, the risks of this
Transaction.
(iii) Status of Parties. The other party is not acting as a fiduciary for, or an
adviser to it in respect of this Transaction.
7. Other Provisions
Each of the representations, warranties, covenants and events of default
contained in the Amended and Restated Credit Agreement, dated as of November 25,
1997 among Young Broadcasting, Inc., the banks and other financial institutions
listed on the signature pages thereof, Bankers Trust Company, as Administrative
Agent for the Lenders and the Issuing Bank thereunder, Canadian Imperial Bank of
Commerce, as Documentation Agent for the Lenders thereunder, and Xxxxxx Guaranty
Trust Company of New York, as Syndication Agent for the Lenders thereunder (the
"Credit Agreement") is hereby incorporated into this Confirmation by this
reference and made a part to the same extent as if the Credit Agreement were set
forth in full, provided that any reference in such provisions to the Lenders
shall be deemed to be a reference to Party A. If for any reason Bankers Trust
Company (or any of its affiliates) ceases to remain a party to such Credit
Agreement or if such Credit Agreement should for any reason terminate or if
Bankers Trust Company (or any of its affiliates) shall object to any amendment
to the Credit Agreement, such provisions will be incorporated herein as they
existed immediately prior to such event. This Transaction shall be deemed to
constitute an Interest Rate Protection Agreement as permitted under Section
5.02(b)(F) of the Credit Agreement. Each such incorporated term will be deemed
an agreement or obligation for the purposes of Section 5(a)(ii) of the ISDA
Master Agreement.
The obligations of the Counterparty to DBAG under this Transaction shall be
equally and ratably secured with the Counterparty's obligations to the Lenders
under the Credit Agreement pursuant to the Security Agreements under the Credit
Agreement. Such Security Documents under the Credit Agreement shall be Credit
Support Documents for the purposes of the ISDA Master Agreement. If the
Counterparty's obligations to DBAG under this Transaction cease to be equally
and ratably secured with the Counterparty's obligations to the Lenders under the
Credit Agreement pursuant to the Security Documents such event will constitute
an Additional Termination Event with the Counterparty as the Affected Party
8. Nothwithstanding the provisions of Section 7 of the Agreement, each party
hereto hereby agrees to not unreasonably withhold the right of the other party
to transfer this Transaction.
9. Please confirm that the foregoing correctly sets forth the terms of our
agreement by having an authorized officer sign this Confirmation and return it
by facsimile to:
Attention Xxxxxx Childs - Swap Documentation
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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This message will be the only form of Confirmation dispatched by us. If you wish
to exchange hard copy forms of this Confirmation, please contact us.
Yours sincerely,
Deutsche Bank AG
By: /s/ Xxxxxxxxx Xxxxxxx
Name: XXXXXXXXX XXXXXXX
Authorized Signatory
By: /s/ Xxxxx Xxxxxxxxxxx
Name: Xxxxx Xxxxxxxxxxx
Authorized Signatory
Confirmed as of the date first written above:
Young Broadcasting Incorporated
By: /s/ Xxxxxxx Xxxxx
--------------------------------
Name: Xxxxxxx Xxxxx
--------------------------------
Title: Vice President/Controller
--------------------------------
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