Exhibit 10(n)
FLEET
21 Jul 98
Uno's Restaurants, Inc.
000 Xxxxxxx Xxxx Xx.
Xxxx Xxxxxxx, XX
XXX, 00000
Fax: 000-000-0000
Re: Interest Rate Swap Transaction (Trans/Trade No. 2088/2359)
Dear Xxx Xxxxxxx:
The purpose of this letter agreement is to confirm the terms and conditions
of the Swap Transaction entered into between us on The Trade Date referred to
below (the "Swap Transaction"). This letter agreement constitutes a
"Confirmation" as referred to in the ISDA Master Agreement specified below.
The definitions and provisions contained in the 1991 ISDA Definitions (as
published by the International Swaps and Derivatives Association, Inc.) are
incorporated into this Confirmation. In the event of any inconsistency between
those definitions and provisions and this Confirmation, this Confirmation will
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 deliver an agreement in the form of the ISDA Master Agreement
(Multicurrency-Cross Border) (the "ISDA Form"), with such modifications as you
and we will in good faith agree. If the ISDA Form is not executed and returned
to Fleet National Bank within 45 days of the date that it is sent, Fleet
National Bank may, at its option, terminate this transaction. Upon the execution
by you and us of such an agreement, this Confirmation will supplement, form part
of, and be subject to that agreement. All provisions contained or incorporated
by reference in that agreement upon its execution will govern this Confirmation
except as expressly modified below. Until we execute and deliver that 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 we had executed an agreement in such form (but without any
Schedule) on the Trade Date of the first such Transaction between us. In the
event of any inconsistency between the provisions of that agreement and this
Confirmation, this Confirmation will prevail for the purpose of this
Transaction.
2. The terms of the particular Swap Transaction to which this Confirmation
relates are as follows:
Notional Amount: USD 10,000,000.00
Trade Date: 20 JUL 98
Effective Date: 20 JUL 98
Termination Date: 20 JUL 01 subject to adjustment in accordance with the
Modified Following Business Day Convention.
FLOATING AMOUNTS:
---------------------------
Floating Rate Payer: FLEET NATIONAL BANK
Floating Rate Payment monthly, commencing on 20 Aug 98 and ending on the
Dates: Termination Date, subject to adjustment in accordance
with the Modified Following Business Day Convention.
Floating Rate for initial 5.65625%
Calculation Period:
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: 1 MONTH
Spread: None
Compounding: Inapplicable
Reset Dates: The first day of each Floating Rate Calculation
Period.
Floating Rate Day Count Actual/360
Fraction:
Business Days: London, New York City
FIXED AMOUNTS:
---------------------------
Fixed Rate Payer: UNO'S RESTAURANTS, INC.
Fixed Rate Payment Dates: monthly, commencing on 20 Aug 98 and ending on the
Termination Date, subject to adjustment in accordance
With the Modified Following Business Day Convention.
Fixed Rate: 5.795%
Fixed Rate Day Count Actual/360
Fraction:
Business Days: London, New York City
Governing Law: New York State law (without reference to choice of law
doctrine)
Calculation Agent: Fleet National Bank
ACCOUNT DETAILS:
---------------------------
Payments to FLEET NATIONAL BANK:
Fleet National Bank will debit the net payment from:
DDA MA0000000000
Payments to UNO'S RESTAURANTS, INC.:
Fleet National Bank will credit the net payments to:
DDA MA0000000000
3. UNO'S RESTAURANTS, Inc. shall deliver to FLEET NATIONAL BANK, at the
time of its execution of this Confirmation, evidence of the specimen signature
and incumbency of each person who is executing the Confirmation on behalf of
UNO'S RESTAURANTS, INC..
4. Each party has entered into this Swap Transaction solely in reliance on
its own judgment. Neither party has any fiduciary obligation to the other party
relating to this Swap Transaction. In addition, neither party has held itself
out as advising, or has held out any of its employees or agents as having the
authority
to advise, the other party as to whether or not the other party should enter
into this Swap Transaction, any subsequent actions relating to this Swap
Transaction or any other matters relating to this Swap Transaction. Neither
party shall have any responsibility or liability whatsoever in respect of any
advice of this nature given, or views expressed, by it or any such persons to
the other party relating to this Swap Transaction, whether or not such advice is
given or such views are expressed at the request of the other party.
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing the copy of this Confirmation enclosed for that purpose
and returning it to us via fax 000-000-0000 or mail to:
Fleet Services Corporation
Attn: Interest Rate Products
Mailstop: MAMLSFTTOP
X.X. Xxx 0000
Xxxxxx, XX 00000-0000
We are delighted to have completed this transaction with you. If you have
any questions regarding this Confirmation, please call 000-000-0000.
FLEET NATIONAL BANK
By:
/s/ XXXXX X. XXXXXX
-----------------------------------------
Name:
Title:
Accepted and confirmed as of the date first written above:
UNO'S RESTAURANTS, INC.
By: /s/ XXXXXX X. XXXXXXX
-----------------------------------------
Authorized Signatory
Name:
Title:
