Amendment Date November 15, 2013 Original Draft Date July 8, 2011 To Attention Facsimile no Town Sports International, LLC Dan Gallagher (212)246-8422 Our Reference. Global No. N1539871N (previously N1317383N) Interest Rate Swap Transaction - This...
Exhibit 10.8
| Deutsche Bank |
|
Deutsche Bank AG New York
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
x0 000-000-0000
| Amendment Date |
November 15, 2013 | |
| Original Draft Date |
July 8, 2011 | |
| To Attention Facsimile no |
Town Sports International, LLC Xxx Xxxxxxxxx (000)000-0000 | |
| Our Reference. |
Global No. N1539871N (previously N1317383N)
Interest Rate Swap Transaction - This confirmation supersedes and replaces all prior communication between the parties hereto with respect to the Transaction described | |
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 Town Sports International, LLC (“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 2006 ISDA Definitions (the “Definitions”) 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, all references in the Definitions or the Agreement to a “Swap Transaction’ shall be deemed to be references to this Transaction
| 1 | This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of November 15, 2013 (as the same may be amended or supplemented from time to time, the “Agreement”), between DBAG and Counterparty All provisions contained in the Agreement shall govern this Confirmation except as expressly modified below |
| 2 | The terms of the particular Transaction to which this Confirmation relates are as follows |
| Notional Amount | USD 160,000,000 00 | |
| Original Trade Date | July 1, 2011 | |
| Original Effective Date | July 13, 2011 | |
| Amendment Date | November 15, 2013 | |
| Termination Date | May 15, 2018, subject to adjustment in accordance with the Modified Following Business Day Convention | |
Chairman of the Supervisory Board: Xxxx Xxxxxxxxxx
Management Board: Xxxxxx Xxxxxxxx (Co-Chairman), Xxxxxxxx Xxxx (Co-Chairman), Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx Xxxxx, Xxxxxx Xxxxx, Xxxxx Xxxxxxxxx Deutsche Bank Aktiengesellschaft domiciled in Frankfurt am Main; HRB No 30 000, Frankfurt am Main, Local Court, VAT ID No DE114103379; xxx.xx.xxx
| Fixed Amounts: | ||
| Fixed Rate Payer |
Counterparty | |
| Fixed Rate Payer Period End Dates |
The 15th Business Day of each month of each year through and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention | |
| Fixed Rate Payer Payment Dates |
The 15th Business Day of each month of each year through and including the Termination Date subject to adjustment in accordance with the Modified Following Business Day Convention | |
| Fixed Rate |
1 884% | |
| Fixed Rate Day Count Fraction |
Actual/360 | |
| Fixed Rate Payer Business Days |
New York and London | |
| Fixed Rate Payer Business Day Convention |
Modified Following | |
| Floating Amounts: | ||
| Floating Rate Payer |
DBAG | |
| Floating Rate Payer Period End Dates |
The 15th Business Day of each month of each year through and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention | |
| Floating Rate Payer Payment Dates |
The 15th Business Day of each month of each year through and including the Termination Date subject to adjustment in accordance with the Modified Following Business Day Convention | |
| Floating Rate Option |
The greater of (i) USD-LIBOR-BBA and (ii) 1.00% | |
| Designated Maturity |
1 month | |
| Spread |
None | |
| Floating Rate Day Count Fraction |
Actual/360 | |
| Reset Dates |
The first Business Day in each Calculation Period | |
| Compounding |
Inapplicable | |
| Business Days | New York and London | |
| 3 Account Details. |
||
| Account Details for DBAG |
||
| USD DBAG Payment Instructions Account With SWIFI Code Favor Of Account Number |
DB Trust Co Americas, New York XXXXXX00 Deutsche Bank AG, New York [ILLEGIBLE] | |
| Account Details for Counterparty |
||
| Payment Instructions | Please provide | |
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| 4 | Offices |
The Office for DBAG for this Transaction is New York, New York
The Office of Counterparty for this Transaction New York, New York
| 5 Calculation Agent: |
The party specified as such in the Agreement, or if not specified therein 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 judgement 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
(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 assumed, 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
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| 7 | Please confirm that the foregoing correctly sets forth the terms of our agreement by having an authorized officer sign this Confirmation and return it via facsimile or email to |
Attention Derivative Documentation
Telephone 00 00 0000 0000
Facsimile 44 20 7545 9761
E-mail Derivative Xxxxxxxxxxxxx@xx.xxx
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/ Xxx Xxxxx | |||
| Name: | Xxx Xxxxx | |||
| Authorized Signatory | ||||
| By: |
/s/ Xxxx Xxxxxx | |
| Name: |
Xxxx Xxxxxx | |
| Authorized Signatory | ||
Confirmed as of the date first written above
| Town Sports International LLC | ||
| By | /s/ Xxxxxx Xxxxx | |
| Name | Xxxxxx Xxxxx | |
| Title | VP Finance | |
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