as of September 4, 1997
Fairfield Capital Corp.
00000 Xxxxxxxxx Xxxxxx Xxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxxxx
FAX: 000-000-0000
PHONE: 000-000-0000
PROTECTED INTEREST RATE AGREEMENT
This letter agreement and Schedule A attached
hereto and incorporated herein (the "Agreement")
confirms the oral agreement entered into between
Fairfield Capital Corp. (the "Company") and The
BankBoston, N. A. (the "Bank") on the Trade Date set
forth below under which we have agreed to provide you
interest rate protection under the following terms and
conditions:
1. Trade Date: September 4, 1997
2. Effective Date: September 8, 1997
3. Termination Date: November 6, 2003,
provided that if any such
Termination Date is not a
Business Day, then such
Termination Date shall be
the next succeeding
Business Day, or, if such
adjusted Termination Date
would fall in the next
calendar month, then the
Termination Date shall
be the immediately
preceding Business Day.
4. Principal Protected: See Schedule A attached.
5. Reference Interest Rate: Weighted average for each day in the
month preceding each Calculation Date
of the rate set forth in the Federal
Reserve statistical release H.15(519)
under the caption "CommercialPaper-
Non Financial", raised to a Money Market
yield basis and settled quarterly.
6. Cap Rate: 8.8245%
7. Protected Period: As set forth in attached Schedule A.
8. Transaction Fee: USD 104,000.00, payable on September 5, 1997.
-2-
In consideration of the payment of the Transaction
Fee of US $104,000.00 the Bank agrees to pay to the
Company the excess, if any, of the Calculated Interest
Amount over the Protected Interest Amount for each
Protected Period as determined in accordance with this
Agreement, such payments to be made in arrears on each
Settlement Date ("Settlement Date" being the Reset Date
for the next succeeding Protected Period, or, in the
case of the final Protected Period, the Termination
Date). The Bank shall pay each amount due hereunder to
the Company by crediting the same to the Company's
account at the principal office of the Bank at 000
Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or by
deposit to such other location in the United States as
the Company may designate in writing to the Bank (such
payment being subject to it being a business day in
such locale). The Company agrees to deliver to the
Bank payment of the Transaction Fee to an account
designated by the Bank on September 5, 1997, in same
day U.S. Dollar funds.
Each party hereto hereby represents and warrants
to the other party hereto that, as of the Trade Date,
it is duly organized, validly existing and in good
standing under the laws of its jurisdiction of
organization, and has the power and authority to
execute and deliver this Agreement, and perform its
obligations thereunder, and that it has taken all
necessary action for and has obtained all necessary
consents to its execution and delivery of this
Agreement and the performance of its obligations
hereunder, and this Agreement has been duly executed
and delivered and constitutes its legal, valid and
binding obligation.
This Agreement contains the entire agreement
between the parties relating to the subject matter
hereof and supersedes all oral statements and prior
writings with respect thereto. This Agreement may be
terminated, modified or amended only by an instrument
in writing executed by the parties hereto. This
Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective
successors and assigns. The rights and obligations of
each party hereto may not be assigned or transferred
without the prior written consent of the other party
hereto (such consent not to be unreasonably withheld);
provided, however, that the foregoing shall not
-------- -------
prohibit the security interest created by the Company
in this Agreement pursuant to the Amended and Restated
Credit Agreement, dated as of July 31, 1996, among the
Company, certain other creditors, and the Bank, which
security interest the Company hereby confirms.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS.
Notices hereunder shall be in writing and may be
given or made by personal delivery or by first class
mail and shall be deemed given when actually received.
Notices shall be addressed to the Company at 00000
Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000,
Attn: Xxxxx Xxxxxx, and to the Bank at BankBoston, N.
A. 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000,
Attn: Cap Desk, Arbitrage Operations, 01-13-08, with a
copy to Xxxx Xxxxxx, BankBoston, N. A., GA-FML-Atlanta.
-3-
Very truly yours,
BANKBOSTON, N. A.
By: /s/Xxxxxx X. Xxxxxxxx By: /s/Xxxx Xxxxxx
------------------------------ ---------------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxx Xxxxxx
Title: Director Title: Relationship Manager
Agreed and accepted as of the 4th day of September, 1997.
Name of Company: FAIRFIELD CAPITAL CORP.
By: /s/Xxxxx X. Xxxxxx
--------------------------------------
Title: Treasurer
------------------------------------
Kindly return two copies confirming acceptance on your behalf.
SCHEDULE A
FAIRFIELD CAPITAL CORP.
Principal
Protected Protected Period Cap
----------------
(amounts in thousands) From* Through* Rate
---------------------- ----- -------- ----
USD 38,046. 09/08/97 10/06/97 8.8245%
USD 37,918. 10/07/97 11/06/97 8.8245%
USD 37,797. 11/07/97 12/06/97 8.8245%
USD 37,680. 12/07/97 01/06/98 8.8245%
USD 39,073. 01/07/98 02/06/98 8.8245%
USD 38,244. 02/07/98 03/06/98 8.8245%
USD 37,235. 03/07/98 04/06/98 8.8245%
USD 36,237. 04/07/98 05/06/98 8.8245%
USD 35,257. 05/07/98 06/06/98 8.8245%
USD 34,286. 06/07/98 07/06/98 8.8245%
USD 33,342. 07/07/98 08/06/98 8.8245%
USD 32,419. 08/07/98 09/06/98 8.8245%
USD 31,513. 09/07/98 10/06/98 8.8245%
USD 30,784. 10/07/98 11/06/98 8.8245%
USD 30,084. 11/07/98 12/06/98 8.8245%
USD 29,381. 12/07/98 01/06/99 8.8245%
USD 28,687. 01/07/99 02/06/99 8.8245%
USD 28,565. 02/07/99 03/06/99 8.8245%
USD 27,967. 03/07/99 04/06/99 8.8245%
USD 27,284. 04/07/99 05/06/99 8.8245%
USD 26,614. 05/07/99 06/06/99 8.8245%
USD 25,954. 06/07/99 07/06/99 8.8245%
USD 25,318. 07/07/99 08/06/99 8.8245%
USD 24,637. 08/07/99 09/06/99 8.8245%
USD 23,955. 09/07/99 10/06/99 8.8245%
USD 23,272. 10/07/99 11/06/99 8.8245%
USD 22,595. 11/07/99 12/06/99 8.8245%
USD 21,923 12/07/99 01/06/00 8.8245%
USD 21,261. 01/07/00 02/06/00 8.8245%
USD 21,471. 02/07/00 03/06/00 8.8245%
USD 20,845. 03/07/00 04/06/00 8.8245%
USD 20,225. 04/07/00 05/06/00 8.8245%
USD 19,613. 05/07/00 06/06/00 8.8245%
USD 19,008. 06/07/00 07/06/00 8.8245%
USD 18,421. 07/07/00 08/06/00 8.8245%
USD 17,841. 08/07/00 09/06/00 8.8245%
USD 17,270. 09/07/00 10/06/00 8.8245%
USD 16,730. 10/07/00 11/06/00 8.8245%
USD 16,199. 11/07/00 12/06/00 8.8245%
USD 15,672. 12/07/00 01/06/01 8.8245%
USD 15,153. 01/07/01 02/06/01 8.8245%
USD 15,138. 02/07/01 03/06/01 8.8245%
USD 14,590. 03/07/01 04/06/01 8.8245%
USD 14,049. 04/07/01 05/06/01 8.8245%
USD 13,521. 05/07/01 06/06/01 8.8245%
USD 13,000. 06/07/01 07/06/01 8.8245%
SCHEDULE A (CONT'D)
FAIRFIELD CAPITAL CORP.
Principal
Protected Protected Period Cap
----------------
(amounts in thousands) From* Through* Rate
-------------------- ----- -------- ----
USD 12,486. 07/07/01 08/06/01 8.8245%
USD 11,982. 08/07/01 09/06/01 8.8245%
USD 11,488. 09/07/01 10/06/01 8.8245%
USD 11,003. 10/07/01 11/06/01 8.8245%
USD 10,523. 11/07/01 12/06/01 8.8245%
USD 10,046. 12/07/01 01/06/02 8.8245%
USD 9,574. 01/07/02 02/06/02 8.8245%
USD 9,301. 02/07/02 03/06/02 8.8245%
USD 8,932. 03/07/02 04/06/02 8.8245%
USD 8,568. 04/07/02 05/06/02 8.8245%
USD 8,211. 05/07/02 06/06/02 8.8245%
USD 7,859. 06/07/02 07/06/02 8.8245%
USD 7,517. 07/07/02 08/06/02 8.8245%
USD 7,181. 08/07/02 09/06/02 8.8245%
USD 6,653. 09/07/02 10/06/02 8.8245%
USD 5,995. 10/07/02 11/06/02 8.8245%
USD 5,346. 11/07/02 12/06/02 8.8245%
USD 4,706. 12/07/02 01/06/03 8.8245%
USD 4,075. 01/07/03 02/06/03 8.8245%
USD 1,730. 02/07/03 03/06/03 8.8245%
USD 1,431. 03/07/03 04/06/03 8.8245%
USD 1,143. 04/07/03 05/06/03 8.8245%
USD 900. 05/07/03 06/06/03 8.8245%
USD 634. 06/07/03 07/06/03 8.8245%
USD 359. 07/07/03 08/06/03 8.8245%
USD 79. 08/07/03 09/06/03 8.8245%
USD 431. 09/07/03 10/06/03 8.8245%
USD 170. 10/07/03 11/06/03 8.8245%
*provided that if any such Date is not
a Business Day, then such Date shall be
the next succeeding Business Day, or, if
such adjusted Date would fall in the
next calendar month, then the Date shall
be the immediately preceding Business Day.
The Calculated Interest Amount shall equal the
Reference Interest Rate, divided by 360 and multiplied
by the actual number of days in the Protected Period,
multiplied by the Principal Amount Protected. The
Protected Cap Interest Amount shall equal the Cap Rate,
divided by 360 and multiplied by the actual number of
days in the Protected Period, multiplied by the
Principal Amount Protected.
