Exhibit 10 (g)
TERMINATION AGREEMENT
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Xx. Xxxxx Xxxxx December 26, 1996
Treasurer
Xxxxx Rents, Inc.
000 Xxxx Xxxxx Xxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Ph#: 000-000-0000
Fax#: 000-000-0000
Dear Xx. Xxxxx:
The purpose of this communication is to set forth the terms and conditions
pursuant to which we have agreed to cancel the Interest Rate Swap Transaction,
the terms of which are briefly summarized below.
Fixed Rate Payer: Xxxxx Rents, Inc.
Fixed Rate: 7.530% per annum
Floating Rate Payer: SunTrust Bank, Atlanta
Beginning Notional Amount: USD $10,000,000.00
Trade Date: 11-14-1994
Effective Date: 11-16-1994
Termination Date: 11-16-1997
It is hereby agreed that the rights and obligations of the parties arising out
of this Interest Rate Swap Transaction are terminated and waived effective from
12-26-96 and the parties agree that they shall be under no further liability to
each other with respect to the Interest Rate Swap Transaction. This agreement
shall be part of and an agreement to the Confirmation in respect of the Interest
Rate Swap Transaction.
Please confirm that the foregoing correctly sets forth the terms of our
agreement by signing this copy and facing it back to us at the following fax
number: 000-000-0000, Attn: Xxxxxxx Xxxxx. An original execution copy will be
forwarded to you upon us receiving your faxed copy.
Best Regards,
SunTrust Bank, Atlanta
By: ___________________
Name:
Title:
By: ____________________
Name:
Title:
Accepted and Confirmed as
of the date first written above:
Xxxxx Rents, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President, Finance
December 26, 1996
CONFIRMATION OF INTEREST RATE SWAP TRANSACTION
Xx. Xxxxx Xxxxx
Treasurer
Xxxxx Rents, Inc.
000 Xxxx Xxxxx Xxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Ph#: 000-000-0000
Fax#: 000-000-0000
Dear Xx. Xxxxx:
The purpose of this letter agreement is to set forth the terms and
conditions of the Rate Swap Transaction entered into between you and SunTrust
Bank, Atlanta on the Trade Date specified below (the "Transaction"). This
letter agreement constitutes a "Confirmation" as referred to in the ISDA Master
Agreement to be entered into by the parties hereto.
The definitions and provisions contained in the 1991 ISDA Definitions (the
"Definitions") published by the International Swap Dealers Association, Inc.
("ISDA") are incorporated by reference into this Confirmation. In the event of
any inconsistency between the Definitions and this Confirmation, this
Confirmation will govern.
1. This Confirmation supplements, forms a part of, and is subject to the ISDA
Master Agreement (a "Swap Agreement"), as amended and supplemented from time to
time, between you and SunTrust Bank, Atlanta. All provisions contained or
incorporated by reference in the Swap Agreement shall govern this Confirmation
except as expressly modified below. Prior to the execution and delivery of such
Swap Agreement, this Confirmation alone shall constitute a complete and binding
agreement with respect to the Transaction.
Each party is hereby advised, and each such party acknowledges, that the
other party has engaged in (or refrained from engaging in) substantial financial
transactions and has taken other material actions in reliance upon the parties'
entry in the Transaction to which this Confirmation relates on the terms and
conditions set forth below.
This Confirmation will be governed by and construed in accordance with the
laws of the State of New York without reference to choice of law doctrine.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
Type of Transaction Rate Swap
Notional Amount: US $10,000,000.00
Trade Date: December 26, 1996
Effective Date: December 30, 1996
Termination Date: November 16, 2000, with adjustment
in accordance with the Modified
Following Business Day Convention
FIXED AMOUNTS:
--------------
Fixed Rate Payer: Xxxxx Rents, Inc.
Fixed Rate Payer Payment Dates: The 16th day of each February, May,
August, and November, beginning
February 16, 1997 and terminating
on the Termination Date, subject to
adjustment in accordance with the
Modified Following Business Day
Convention
Fixed Rate: 6.7100% per annum
Fixed Rate Day Count Fraction: Actual/360
FLOATING AMOUNTS:
-----------------
Floating Rate Payer: SunTrust Bank, Atlanta
Floating Rate Payer Payment Dates: The 16th day of each February,
May, August, and November,
beginning February 16, 1997 and
terminating on the Termination Date,
subject to adjustment in accordance
with the Modified Following
Business Day Convention.
Floating Rate for initial
Calculation Period: 5.50% per annum.
Designated Maturity for all
subsequent Calculation Periods: Three month
Floating Rate Option: USD-LIBOR-BBA
Spread: Inapplicable
Floating Rate Day Count Fraction: Actual/360
Reset Dates: The Effective Date and each Floating
Rate Payer Payment Date except the
Termination Date.
Calculation Agent: SunTrust Bank, Atlanta
Business Days: New York
3. Other Provisions
a) Xxxxx Rents, Inc. agrees to provide a certificate of signing authority
and incumbency with respect to the individual executing this
Confirmation as well as a Corporate Resolution authorizing Xxxxx Rents,
Inc. to enter into this Transaction. This provision will constitute an
additional Agreement for the purpose of Section 3 of the Interest Rate
Swap Agreement.
b) By signing this confirmation, Counterparty acknowledges they have
received and understand the SunTrust Bank, Atlanta "Terms of Dealing
for OTC Risk Management Transactions" and the "Risk Disclosure
Statement for OTC Risk Management Transactions".
4. Account Details:
Payment to Fixed Rate Payer:
SunTrust Bank, Atlanta
ABA# 000000000
FBO: Xxxxx Rents, Inc.
A/C#: 0000-000-000
Payment to Floating Rate Payer:
SunTrust Bank, Atlanta
ABA# 000000000
Bond Wire Clearing, Center 095
Attn: Financial Risk Management, Operations
5. Offices
(a) The Office of Fixed Rate Payer for the Transaction is its Atlanta
office; and
(b) The Office of Floating Rate Payer for the Transaction is its Atlanta
office.
Please confirm that the foregoing correctly sets forth the terms of our
agreement by signing this copy of this Confirmation and faxing it back to us at
the following fax number: 000-000-0000, Attn: Xxxxxxx Xxxxx. An original
execution copy will be forwarded to you upon receiving your faxed copy.
By signing below, you also acknowledge and agree that we have explained to you
the risks involved in this Transaction, which risks include but are not limited
to the following:
o Market Risk: the risk that the Transaction may increase or decrease
in value with a change in, among other things, interest rates or the
yield curve; and
o Liquidity Risk: the risk that the Transaction cannot be closed out or
disposed of quickly at or near its value.
You further acknowledge and agree that you understand these risks and the
Transaction as a whole, that you are capable of managing the risks associated
with this Transaction, that the risks involved in this Transaction are
consistent with your financial goals, policies and procedures, and risk
tolerance, and that you have determined that this Transaction is appropriate for
you.
Very truly yours,
SunTrust Bank, Atlanta
By: ____________________
Name:
Title:
By: _____________________
Name:
Title:
Accepted and Confirmed as
of the Date First Written
Xxxxx Rents, Inc.
By: _________________
Name:
Title:
By: _________________
Name:
Title:
FIRST CHICAGO
The First National Bank of Chicago
NOVATION AGREEMENT
dated as of December 27, 1996 among
Xxxxx Rents, Inc. ("Transferor"),
The First National Bank of Chicago ("Transferee") and
Bank of America NT & SA ("Continuing Party")
The parties agree that the rights and obligations ("Rights" and
"Obligations") of Transferor in respect of that certain interest Rate Swap
Transaction evidenced by a Confirmation between Transferor and Continuing Party
are hereby assigned and transferred to Transferee as follows:
1. Transferee assumes the Rights and Obligations but only to the extent
that such Rights and Obligations are set forth in the Interest Rate and
Currency Exchange Agreement dated as of August 22, 1990 between
Transferee and Continuing Party as supplemented by a certain
Confirmation dated as of December 27, 1996.
2. Transferor is hereby released and discharged from the Obligations.
This agreement shall be construed in accordance with the internal laws of
the State of New York applicable to contracts made and performed wholly in such
jurisdiction. This agreement may be executed in one or more counterparts, which
shall constitute one instrument.
IN WITNESS WHEREOF, the parties have executed this agreement by their duly
authorized officers, effective as of the date hereof.
XXXXX RENTS, INC.
By: _______________________
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By: _________________________
Name:
Title:
BANK OF AMERICA NT & SA
By: ________________________
Name:
Title:
TO: XXXXX RENTS, INC.
ATTN: XX. XXXXX XXXXX
PHONE: (000) 000-0000 EXT. 309
FAX NO: (000) 000-0000
FROM: NBD BANK
DATE: 27DEC96
RE: OUR REF: 8544.AB TRN ID: 1046030
We are pleased to confirm the terms of the transaction described below between
NBD Bank ("NBD") (The Floating Rate Payer), and Xxxxx Rents, Inc. ("XXXXX") (The
Fixed Rate Payer).
Type of Transaction: Interest Rate Swap
Notional Amount: USD 10,000,000.00
Term:
----------
Trade Date: 26Dec96
Effective Date: 30Dec96
Termination Date: 16Nov00, Subject to adjustment in accordance
with the modified following business day convention
Fixed Amounts:
----------
Fixed Rate Payer: Xxxxx
Payment Dates: Each February 16, May 16, August 16, and
November 16, commencing February 16, 1997
and ending November 16, 2000.
Business Day
Convention Modified Following
Fixed Rate: 6.7125 PCT
Fixed Rate Day Count
Fraction: Actual/360
Floating Amounts:
----------
Floating Rate Payer: NBD
Payment Dates: Each February 16, May 16, August 16, and
November 16, commencing February 16, 1997
and ending November 16, 2000.
Business Day
Convention: Modified Following
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: 3 Months
Floating Rate Day
Count Fraction: Actual/360
Reset Dates: The first day of each calculation period
Spread PCT: None
Initial Floating Rate:
(Including Spread) 5.62153 PCT
Compounding: Inapplicable
Averaging: Inapplicable
Method of Averaging:
Rounding Convention: 5 decimal places as per ISDA
Business Days: New York and London
Documentation:
International Swaps and Derivatives Association, Inc. ("ISDA") master agreement
("Master Agreement") with a first draft of a schedule thereto to be provided by
NBD. This letter shall evidence a binding agreement between the parties until
such time as the master agreement is executed, and upon its execution shall
become a "confirmation" thereunder. Terms used and not otherwise defined herein
shall have their meanings as defined in the 1991 ISDA definitions.
Dealing with confirmations on our behalf:
Xxxxxx Xxxxxxxx 000-000-0000
Dealing with settlements on our behalf:
Xxxxxx Xxxxxxxx 000-000-0000
NBD Bank Payment Instructions:
NBD BANK, N.A.
ABA Number: 000000000
Account Name: NBD Bank, N.A.
Account Number: 132664
Xxxxx Rents, Inc. Payment Instructions:
Please advise
Please confirm the foregoing correctly sets forth the terms of our agreement by
executing this letter and returning it via facsimile to:
Derivatives Product Support - Confirmations
NBD Bank
(000) 000-0000 (Fax)
It has been a pleasure working with you on this interest rate swap transaction
and we look forward to completing similar transactions with you in the near
future.
Regards,
NBD Bank
By: ___________________
Name:
Title:
Accepted and confirmed as of the date hereto:
Xxxxx Rents, Inc.
By: ______________________
Name:
Title:
