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[CREDIT LYONNAIS LETTERHEAD] 261-7996
December 18, 1996
TO: Williamsburg Limited Partnership, ("Counterparty") 12/0/00
00 Xxxx Xxxxxx Xxxxx, Xxxxx 0000 -------
Xxxxxxx, Xxxxxxxx 00000
Att: Xxxx Xxxxxxxx Notional $16,500,000
Tel: 000-000-0000 Fax: 000-000-0000
Fixed 4.636%
FR: Credit Lyonnais New York Branch ("CLNY") Wmsbg Credit
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 PSA Muni
Att: Xxxxxxx X. Xxxx
Tel: 000-000-0000 Fax: 000-000-0000 int Pymts. 9th day of each mo
RE: Transaction dated as of December 5, 1996
(CLNY Ref: OA532)
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GUARANTEED TRANSACTION CONFIRMATION
THIS CONFIRMATION SUPERSEDES ALL PREVIOUS CONFIRMATIONS WITH RESPECT TO THE
TRANSACTION EVIDENCED HEREBY.
The purpose of this letter agreement is to confirm the terms and
conditions of the transaction entered into between us on the Trade Date
specified below which constitutes a "Transaction" under the Master Agreement
specified below.
This letter agreement constitutes a "Confirmation" under, and it
supplements, forms part of, and is subject to, the Master Agreement dated as of
December 5, 1996, as amended and supplemented from time to time (the
"Guaranteed Agreement"), between you and us. THE GUARANTEED AGREEMENT AND ALL
TRANSACTIONS ENTERED INTO THEREUNDER SHALL BENEFIT FROM A CLFG GUARANTEE ISSUED
BY CLFG (AS SUCH TERMS ARE DEFINED IN THE SCHEDULE TO THE GUARANTEED AGREEMENT)
IN FAVOR OF COUNTERPARTY.
CLNY'S AND COUNTERPARTY'S RIGHTS AND OBLIGATIONS IN RESPECT OF PAYMENTS
DUE HEREUNDER ARE SUBJECT ENTIRELY TO THE "WAIVER OF SETOFF" PROVISION IN PART
5 OF THE SCHEDULE TO THE GUARANTEED AGREEMENT.
1. 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.
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OA532 - Marketing: [INITIALS] Trader: [INITIALS] TD: [INITIALS]
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2. The terms of the particular guaranteed Transaction to which this
Confirmation relates are as follows:
Notional Amount: USD 16,500,000
Trade Date: December 5, 1996
Effective Date: December 9, 1996
Termination Date: December 9, 2003, subject to adjustment in
accordance with the Modified Following
Business Day Convention
Fixed Amounts:
Fixed Rate Payer: Counterparty
Fixed Rate Payer Payment Dates: The 9th day of each month of each year prior
to and including the Termination Date,
commencing with January 9, 1997 and subject
to the Modified Following Business Day
Convention.
Fixed Rate and Fixed Rate Day
Count Fraction: 4.636%; 30/360
Floating Amounts:
Floating Rate Payer: CLNY
CLNY Floating Rate
Day Count Fraction: Actual /Actual
CLNY Payment Dates: The 9th day of each month of each year prior
to and including the Termination Date,
commencing January 9, 1997 and subject
to adjustment in accordance with the Modified
Following Business Day Convention
CLNY rate setting dates: Every Wednesday
CLNY Reset Dates: Every Thursday
CLNY Floating Rate Option: 1. PSA Municipal Swap Index TM (the
"Index").
"PSA Municipal Swap Index" means the rate
determined on the basis of an index based
upon the weekly interest rates of tax-exempt
variable rate issues included in a data base
maintained by Municipal Market Data which
meet specific criteria established by the
Public Securities Association (as set forth
in Exhibit A attached hereto).
2. Alternative Floating Rate Option:
OA532 - Marketing: [INITIALS] Trader: [INITIALS] TD: [INITIALS] 2
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In the event the indexing Agent no longer
publishes an index satisfying the
requirements of the preceding paragraph,
the Relevant Rate in respect of a Reset
Date shall be the "X.X. Xxxxx Index" (as
defined below), provided further, however,
that if the X.X. Xxxxx Index also ceases to
be published, an alternative index shall be
calculated by an entity selected in good
faith by CLNY and approved by Counterparty,
and shall be determined using the criteria
for the PSA Municipal Swap Index that is
set forth in Exhibit A attached hereto.
3. "X.X. Xxxxx Index" means the index
generally made available on the Reset Date
by Xxxxx Information Systems or any
successor indexing agent hereunder (the
"Indexing Agent"). The Index is announced
by Xxxxx Information Systems at the
beginning of business on Tuesday, and shall
be effective as of the same day, or if
Tuesday is not a New York Business Day, the
Index is announced on the next succeeding
New York Business Day, and shall be
effective as of the same day. The Index is
generally effective until the next Reset
Date. The Index shall be based upon 30-day
yield evaluations at par of bonds, the
interest on which is exempt from Federal
income taxation under the Internal Revenue
Code of 1986 as amended, of not less than
five "high grade" component issuers
selected by the Indexing Agent which shall
include, without limitation, issuers of
general obligation bonds. The specific
issuers included among the component
issuers may be changed from time to time by
the Indexing Agent in its discretion. The
bonds on which the Index is based shall not
include any bonds the interest on which is
subject to a "minimum tax" or similar tax
under the Internal Revenue Code, unless all
tax-exempt bonds are subject to such tax.
Designated Maturity: Weekly
Spread: Inapplicable
Compounding: Inapplicable
Method of Averaging; Weighted Average Rate
Business Days: New York
Calculation Agent: CLNY
3. Credit Support Document: The ISDA Credit Support Annex to be
executed and delivered by both parties
within fourteen calendar (14) days.
OA532 - Marketing: [INITIALS] Trader: [INITIALS] TD: [INITIALS] 3
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4. Other Provisions:
Any Early termination date designated in connection with an Event of Default
or a Termination Event with respect to the Transaction between CLNY and
Ambassador I, L.P. or the Transaction between CLNY and Ambassador VIII,
L.P., both dated December 5, 1996, shall be deemed to cause a corresponding
Event of Default or Termination Event, as the case may be, with respect to
this Transaction, and an Early Termination Date shall be designated on the
corresponding date with respect to this Transaction.
5. Account Details:
USD Payment to CLNY: Credit Lyonnais, New York
ABA#: 000000000
A/C#: 01-88180-3211-00-001-180
Ref: Triple-A Derivative Products
Payment to Counterparty: PLEASE PROVIDE
6. Offices:
a) The office of Credit Lyonnais for this Transaction is New York, New York;
and
b) The office of Counterparty for this Transaction is Chicago, Illinois.
Please provide confirmation that this letter correctly sets forth our Agreement
by responding within two (2) Business Days by returning an executed copy of
this Confirmation by telecopier (Att: Xxxxxxx X. Xxxx - Documentation) to the
following numbers:
Telecopier Number: 000-000-0000
Telephone Number for confirmation of
Telecopier transmission: 000-000-0000
OA532 - Marketing: [INITIALS] Trader: [INITIALS] TD: [INITIALS] 4
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IN WITNESS WHEREOF the parties hereto accept and confirm the terms of this
Confirmation.
CREDIT LYONNAIS WILLIAMSBURG LIMITED PARTNERSHIP
NEW YORK BRANCH
Authorized Signature: Authorized Signature:
Xxx Xxxxxx
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Name: Xxx Xxxxxx Name:
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Title: Vice President Title:
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CREDIT LYONNAIS
NEW YORK BRANCH
Marketing Signature:
Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: Vice President
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CLNY Ref: OA530
OA532 - Marketing: [INITIALS] Trader: [INITIALS] TD: [INITIALS] 5
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EXHIBIT A
PSA Municipal Swap Index
Produced By Municipal Market Data
Final Index Criteria
1. Issue must be a weekly reset effective on Thursday.
2. No lag resets will be considered.
3. Only Non-AMT issues will be included.
4. Issue must have a VMIG1 or A1 + rating.
5. Issue must pay interest on a monthly basis.
6. Interest must be calculated on a ACT/ACT basis.
7. Only one quote per obligor per dealer will be included.
8. All states will be considered.
9. Issue must have an outstanding amount of $10 million or more.
Index Calculation
1. The rates of the issues which qualify for inclusion in the index are
not weighted by issue size.
2. The standard deviation of the rates is calculated. Any issue falling
outside +/- I SD is dropped.
3. Each participating dealer is limited to no more than 15% of the index
by an averaging method. Any dealer originally having a total number of
issues greater than 15% will have sufficient number of issues reduced
from its distribution to meet the desired limitation.
OA532 - Marketing: [INITIALS] Trader: [INITIALS] TD: [INITIALS]
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