Exhibit 10(ae)
Dear Sirs:
The purpose of this communication is to confirm the terms and conditions
of the Transaction entered into between Xxxxxxx Xxxxx Capital Services, Inc.
("MLCS") and Playtex Products, Inc. ("Counterparty") on the Trade Date specified
below (the "Transact. This communication constitutes a "Confirmation" as
referred to in the Agreement specified below.
This facsimile transmission will be the only written communication
regarding this Transaction exchanged between us, unless you request that we sign
hard copy versions of this Confirmation. Please contact the individual indicated
in the last paragraph is letter to receive such copies.
Please sign and return this Confirmation at your earliest convenience.
Because of the importance of confirming Transactions promptly and accurately, we
regret that any Confirmations which are not signed and returned within ten days
may result in a del payments.
The definitions and provisions contained in the 1991 ISDA Definitions, as
published by the International Swaps and Derivatives Association, Inc. (the
"Definitions") are incorporated into this Confirmation. For these purposes, all
references in those D tions to a "Swap Transaction" shall be deemed to apply to
the Transaction referred to herein. In the event of any inconsistency between
the Definitions and this Confirmation, the terms of this Confirmation shall
govern.
1. This Confirmation evidences a complete binding agreement between you
and us as to the terms of the Transaction to which this Confirmation relates. In
addition, you and we agree to use all reasonable efforts promptly to negotiate,
execute and delive aster Agreement in the form published by ISDA, with such
modifications as you and we shall in good faith agree (the "Agreement"). Upon
the execution by you and us of such Agreement, this Confirmation will
supplement, form a part of, and be subject to t reement. All provisions
contained in the Agreement govern this Confirmation except as expressly modified
below.
Each party will make each payment specified in this Confirmation to be
made by it. Such payments will be made on the due date for value on that date in
the place of the account specified below, in freely transferable funds and in
the manner customary ayments in the required currency. If on any date amounts
would otherwise be payable in the same currency by each party to the other,
then, on such date, each party's obligation to make payment
of any such amount will be automatically satisfied and disc
d and, if the aggregate amount that would otherwise have been payable by one
party exceeds the aggregate amount that would otherwise have been payable by the
other party, replaced by an obligation upon the party by whom the larger
aggregate amount woul e been payable to pay to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.
2. The terms of the particular Transaction to which this Confirmation
relates are as follows:
Type of Transaction: Rate Cap Transaction
Notional Amount: USD 100,000,000
Trade Date: August 26, 1997
Effective Date: November 28, 1997
Termination Date: November 28, 1998
Fixed Amounts:
Fixed Amount Payer: Counterparty
Fixed Amount Payer
Payment Date: August 28, 1997, subject to adjustment in
accordance with the Modified Following
Business Day Convention
Fixed Amount: USD 95,000
Floating Amounts:
Floating Rate Payer: MLCS
Cap Rate: 6.50% per annum
Floating Rate Payer
Payment Dates: February 28, May 28, August 28 and November
28, commencing on February 28, 1998, and
ending on the Termination Date, inclusive,
subject to adjustment in accordance with the
Modified Following Business Day Convention
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: 3 months
Floating Rate Day
Count Fraction: Actual/360
Reset Dates: The first day of each Floating Rate Payer
Calculation Period
Rate Cut-off Dates: Inapplicable
Method of Averaging: Inapplicable
Compounding: Inapplicable
Business Days: New York and London
Calculation Agent: MLCS
3. Account Details:
Payments to MLCS: Bankers Trust Company
New York, NY
ABA: 000000000
A/C #00-000-000
Ref: Xxxxxxx Xxxxx Capital Services, Inc.
U.S. Dollar Swap Account
Payments to Counterparty: Please advise
4. Credit Support Documents:
MLCS: The guarantee of Xxxxxxx Xxxxx & Co., Inc.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by executing this Confirmation and returning it to us
by facsimile transmission on (212) 449 - 6219, attention: Xxxxx
Xxxxx, telephone: (000) 000-0000.
Your sincerely,
XXXXXXX XXXXX CAPITAL SERVICES, INC.
By: /s/ Xxxxxxxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxxxxxxx Xxxxxx
Title: Vice President
Accepted and confirmed as
of the Trade Date written above:
PLAYTEX PRODUCTS, INC.
By: /s/ Xxxxxxx X. Xxxx
------------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Executive Vice President
and Chief Finanial Officer
