1
EXHIBIT 10.35
XX XXXXXX
Transaction
Attn: XXXX XXXXXXX
SERVICE CORPORATION INTERNATIONAL
HOUSTON, TEXAS
Fax: 0000000000
From: XXXXX XXXXXX
X X XXXXXX SECURITIES INCORPORATED
As Agent for XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
Date: 14 September 1995
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 (the
'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 are
incorporated into this Confirmation. In the vent of any inconsistency between
those definitions and provisions and this Confirmation, this Confirmation will
govern.
This Confirmation represents an amendment and restatement of any prior
documents or other confirming communications between the parties with respect
to this Transaction.
Xxxxxx is, together with other United Kingdom listed institutions, subject to
the Bank of England's Code of Conduct. In connection therewith, this and
certain future wholesale money market transactions will be outside the
Financial Services Act, but you will have the benefit of the Code of Conduct.
1. This Confirmation supplements, forms part of, and is subject to, the
ISDA Master Agreement dated as of 4 February 1993, as amended and supplemented
from time to time (the 'Agreement'), between XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK ('Xxxxxx') and SERVICE CORPORATION INTERNATIONAL (the 'Counterparty').
All provisions contained in the Agreement govern this Confirmation except as
expressly modified below.
2
2. The terms of the particular Transaction to which this Confirmation
relates are as follows:
Xxxxxx Deal Number: 030000117056
Trade Date: 13 September 1995
Effective Date: 13 December 1994
Termination Date: 15 December 2004
Fixed Amounts:
Fixed Rate Payer: Xxxxxx
Notional Amount: 200,000,000.00 USD
Fixed Rate Payer Payment Dates: Each 15 June, 15 December
starting with 15 June 1995 up
to, and including, 15 December
2004, subject to adjustment in
accordance with the Modified
Following Business Day
Convention and there will be an
adjustment to the Calculation
Period.
Fixed Rate: 8.48800 percent
Fixed Rate Day Count Fraction: 30/360
Initial Stub Payment:
From: 13 December 1994 To: 15 June 1995
Xxxxxx Fixed Rate: 8.48800 percent
3
Floating Rate Payer: Counterparty
Notional Amount: 128,139,416.00 GBP
Floating Rate Payer Payment
Dates: 15 June 1995, subject to
adjustment in accordance with
the Modified Following Business
Day Convention and there will
be an adjustment to the
Calculation Period.
Floating Rate Option: GBP-LIBOR-BBA
Designated Maturity: 1 Month
Spread: Plus 0.52900 percent
Floating Rate Day County
Fraction: Actual/365 (Fixed)
Reset Dates: Monthly on day 15
Compounding: Applicable
Method of Compounding: Flat
Compounding Dates: Monthly on day 15
Initial Stub Period:
From 13 December 1994 To 15 January 1995
Counterparty Floating Rate GBP-LIBOR-BBA
Option:
Initial Rate: Interpolated between the
1 and 2 month Libor rate
Fixed Amounts:
Fixed Rate Payer: Counterparty
Notional Amount: 65,000,000.00 GBP
4
Fixed Rate Payer Payment Dates: Each 15 December, 15 June
starting 15 December 995
up to, and including, 15
December 2004, subject to
adjustment in accordance with
the Modified Following Business
Day Convention and there will be
an adjustment to the Calculation
Period.
Fixed Rate: 8.54900 percent
Fixed Rate Day Count Fraction: Actual/365 (Fixed)
Floating Rate Payer: Counterparty
Notional Amount: 63,139,416.00 GBP
Floating Rate Payer Payment
Dates: Each 15 December, 15 June
starting with 15 December 1995
up to, and including, 15
December 2004, subject to
adjustment in accordance with
the modified Following Business
Day Convention and there will be
an adjustment to the Calculation
Period.
Floating Rate Option: GBP-LIBOR-BBA
Designated Maturity: 6 Month
Spread: Plus 0.52900 percent
Floating Rate Day Count
Fraction: Actual/365 (Fixed)
Reset Dates: The first day of each
Calculation Period.
Business Day Locations for
Counterparty: New York, London
Business Day Locations for
Xxxxxx: New York, London
Payments will be: Gross
5
Fee Payable to Counterparty: 129,019,336.00 GBP
Fee Type: Principal Exchange
Due Date: 27 January 1995
Fee Payable to Xxxxxx: 128,139,416.00 GBP
Fee Type: Principal Exchange
Due Date: 15 December 2004
Fee Payable to Xxxxxx: 201,432,212.00 USD
Fee Type: Principal Exchange
Due Date: 27 January 1995
Fee Payable to Counterparty: 200,000,000.00 USD
Fee Type: Principal Exchange
Due Date: 15 December 2004
4. Account Details
Payments to Xxxxxx:
Account for payments in GBP:
Xxxxxx Guaranty Trust Co., London
Direct
S/D 165580
Favour: For the account of Xxxxxx Guaranty
Trust Company, London
Account No.:
Reference: Further Credit to Swaps Group
Account: 00000000
Please sent MT100 cover cable to MGT
London
Account for payments USD:
Xxxxxx Guaranty Trust Co of New York
New York, New York
Favour: Xxxxxx Guaranty Trust Co of New York
- London Office
ABA/Bank No.: 000000000
Account No.: 670 07 054
Reference: Further Credit to Swaps Group
Account: 00000000
Please sent MT100 cover cable to MGT
London
6
Payments to Counterparty:
Account for payments in GBP:
Favour: SERVICE CORPORATION INTERNATIONAL
Account No.:
Reference:
Account for payments in USD:
Favour: SERVICE CORPORATION INTERNATIONAL
ABA/Bank No.:
Account No.:
Reference:
5. Offices
(a) The Office of Xxxxxx for the Swap Transaction is LONDON; and
All enquiries regarding payments and/or rate resettings only
should be sent to:
Xxxxxx Guaranty Trust Company of New York
60 Victoria Embankment
Xxxxxx, XX0X OJP
Attention: Xxxxxx Case
Telephone: 00 0 00 000 0000
Facsimile: 44 1 71 325 3862/3863
Telex: 896631 MGT G
Cable: Morganbank
Please quote the Xxxxxx Deal Number indicated above.
All enquiries regarding confirmations should be sent to:
Xxxxxx Guaranty Trust Company of New York
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxx
Documentation Control Group
Telephone: 0-000-000-0000
7
Facsimile: 0-000-000-0000
Please quote the Xxxxxx Xxxx Number indicated above.
(b) The Office of the Counterparty for the Swap
Transaction is HOUSTON.
X X XXXXXX SECURITIES INCORPORATED is acting solely as agent for Xxxxxx and
will have no obligations under this Transaction.
Each party represents that (i) it is entering into the transaction evidenced
hereby as principal (and not as agent or in any other capacity); (ii) the other
party is not acting as a fiduciary for it; (iii) it is not relying upon any
representations except those expressly set forth in the Agreement or this
Confirmation; (iv) it has consulted with its own legal, regulatory, tax,
business, investment, financial, and accounting advisors to the extent it has
deemed necessary, and it has made its own investment, hedging, and trading
decisions based upon its own judgment and upon any advice from such advisors as
it has deemed necessary and not upon any view expressed by the other party; and
(v) it is entering into this transaction with a full understanding of the
terms, conditions and risks thereof and it is capable of and willing to assume
those risks.
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing a copy of this Confirmation and returning it to us or by
sending to us a letter, telex or facsimile substantially similar to this
letter, which letter, telex or facsimile sets forth the material terms of the
Transaction to which this Confirmation relates and indicates agreement to those
terms. When referring to this Confirmation, please indicate: Xxxxxx Deal
Number: 030000117056.
Yours sincerely,
X X XXXXXX SECURITIES
INCORPORATED, as Agent for
and signing on behalf of:
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ Xxxxxxx Xxxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
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Confirmed as of the
date first above written:
SERVICE CORPORATION INTERNATIONAL
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President/Treasurer
9
X X XXXXXX
Transaction
Date: 12 January 1996
The purpose of this letter agreement is to confirm the terms and conditions of
the Transaction entered into between:
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
and
SERVICE CORPORATION INTERNATIONAL
on the Trade Date and identified by the Xxxxxx Deal Number specified below (the
'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 Swap Dealers Association, Inc.) are
incorporated into this Confirmation. In the event of any inconsistency between
these definitions and provisions and this Confirmation, this Confirmation will
govern.
Xxxxxx Guaranty Trust Company of New York is, together with other United
Kingdom listed institutions, subject to the Bank of England's Code of Conduct.
In connection therewith, this and certain future wholesale money transactions
will be outside the Financial Services Act, but you will have the benefit of
the Code of Conduct.
1. This Confirmation supplements, forms part of, and is subject to, the ISDA
Master Agreement dated as of 4 February 1993, as amended and supplemented from
time to time (the 'Agreement'), between XXXXXX GUARANTY TRUST COMPANY OF NEW
YORK ('Xxxxxx') and SERVICE CORPORATION INTERNATIONAL (the 'Counterparty').
All provisions contained in the Agreement govern this Confirmation except as
expressly modified below.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
Xxxxxx Deal Number: 145556
Trade Date: 11 January 1996
Effective Date: 16 January 1996
Termination Date: 16 January 1998
Fixed Amounts:
Fixed Rate Payer: Counterparty
Notional Amount: 493,920,000.00 FRF
10
X X XXXXXX
Fixed Rate Payer Payment Dates: 16 January 1998, subject to adjustment
in accordance with the Modified
Following Business Day Convention and
there will be no adjustment to the
Calculation Period.
Fixed Rate: 5.08650 percent
Compounding: Applicable
Compounding Dates: Each 16 January, 16 July
Fixed Rate Day Count Fraction: 30/360
Fixed Amounts:
Fixed Rate Payer: Xxxxxx
Notional Amount: 100,000,000.00 USD
Fixed Rate Payer Payment Dates: 16 January 1998, subject to adjustment
in accordance with the Modified
Following Business Day Convention and
there will be no adjustment to the
Calculation Period.
Fixed Rate: 5.37000 percent
Compounding: Applicable
Compounding Dates: Each 16 January, 16 July
Fixed Rate Day Count Fraction: 30/360
Final Exchange:
Final Exchange Date: 16 January 1998, subject to adjustment
in accordance with the Modified
Following Business Day Convention.
Xxxxxx Pays Final Exchange: 100,000,000.00 USD
Counterparty Pays Final Exchange: 493,920,000.00 FRF
Business Day Locations for
Counterparty: Paris, New York, London
Business Day Locations for Xxxxxx: Paris, New York, London
Payments will be: Gross
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X X XXXXXX
3. Account Details
Payments to Xxxxxx:
Account for payments in FRF: Xxxxxx Bank Paris
00 Xxxxx Xxxxxxx
00000 Xxxxx
Xxxxxx
Favour: Xxxxxx Guaranty Trust Co of New York-
London Office
Account No.: 43504300G0090
Reference: Further Credit to Swaps Group Account:
10004942
Please send MT100 cover cable to MGT
London
Payments to Counterparty:
Account for payments in USD: Texas Commerce Bank, Houston, TX
Favour: Service Corporation
International
ABA/Bank No.: 0000-0000-0
Account No.: 0000-000-0000
Reference: JPM Swap 145556
4. Offices
(a) The Office of Xxxxxx for the Swap Transaction in LONDON; and
(b) The Office of the Counterparty for the Swap Transaction is HOUSTON.
All enquiries regarding payments and/or rate resettings only should be sent to:
Xxxxxx Guaranty Trust Company of New York
60 Victoria Embankment
Xxxxxx XX0X OJP
Attention: Xxxxxx Case
Telephone: 00 0 00 000 0000
Facsimile: 44 1 71 325 3862/3863
Telex: 896631 MGT G
Cable: Morganbank
Please quote the Xxxxxx Deal Number indicated above.
All enquiries regarding confirmations should be sent to:
Xxxxxx Guaranty Trust Company of New York
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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X X XXXXXX
Attention: Xxxxx Xxxxx
Documentation Control Group
Telephone: 0-000-000-0000
Facsimile: 0-000-000-0000
Please quote the Xxxxxx Deal Number indicated above.
XX XXXXXX SECURITIES INCORPORATED is acting solely as agent for Xxxxxx and will
have no obligations under this Transaction.
Each party represents that (i) it is entering into the transaction evidenced
hereby as principal (and not as agent or in any other capacity); (ii) the other
party is not acting as a fiduciary for it; (iii) it is not relying upon any
representations except these expressly set forth in the Agreement or this
Confirmation; (iv) it has consulted with its own legal, regulatory, tax,
business, investment, financial, and accounting advisors to the extent it
deemed necessary, and it has made its own investment, hedging, and trading
decisions based upon its own judgment and upon any advice from such advisers as
it has deemed necessary and not upon any view expressed by the other party; and
(v) it is entering into this transaction with a full understanding of the
terms, conditions and risks thereof and it is capable of and willing to assume
these risks.
Please confirm that the foregoing expressly sets forth the terms of our
agreement by executing a copy of this Confirmation and returning it to us or by
sending to us a letter, telex or facsimile substantially similar to this
letter, which letter, telex or facsimile sets forth the material terms of the
Transaction to which this Confirmation relates and indicates agreement to those
terms. When referring to this Confirmation, please indicate: Xxxxxx Deal
Number: 145556.
Yours truly,
X X XXXXXX SECURITIES
INCORPORATED, as Agent for and
signing on behalf of:
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ Xxxxx Xxxxxx
----------------------------------
Name: Xxxxx Xxxxxx
Title: Associate
Confirmed as of the
Date first above written:
SERVICE CORPORATION INTERNATIONAL
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President/Treasurer
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X X XXXXXX
SWAP TRANSACTION
Date: 18 January 1996
The purpose of this letter agreement is to confirm the terms and conditions of
the Swap Transaction entered into between:
X X XXXXXX CANADA
and
SERVICE CORPORATION INTERNATIONAL (CANADA) LIMITED
on the Trade Date and Identified by the Xxxxxx Deal Number specified below (the
'Swap Transaction'). This letter agreement constitutes a 'Confirmation' as
referred to in the agreement specified below.
The definitions and provisions contained in the 1991 ISDA Definitions (as
published by the International Swap Dealers Association, Inc.) are incorporated
into this Confirmation. In the event of any inconsistency between these
definitions and provisions and this Confirmation, this Confirmation will
govern.
1. If X X XXXXXX CANADA ('Xxxxxx') and SERVICE CORPORATION INTERNATIONAL
(CANADA) LIMITED (the 'Counterparty') are parties to a Master Agreement,
Interest Rate and Currency Exchange Agreement or other similar Agreement (a
'Swap Agreement'), this Confirmation supplements, forms a party of, and is
subject to such Swap Agreement. In the event that Xxxxxx and the Counterparty
are parties to more than one Swap Agreement, this Confirmation supplements,
forms a part of, and is subject to the Swap Agreement most recently executed
between the parties.
If Xxxxxx and the Counterparty are not yet parties to a Swap Agreement, the
parties agree that this Transaction will be documented under a master agreement
to be entered into as on the basis of the printed form of Master Agreement
(Multicurrency-Cross Border) published by the International Swaps and
Derivatives Associates, Inc., together with such changes as shall be agreed
between the parties (the 'Master Agreement'). Upon execution and delivery by
the parties of the Master Agreement, this Confirmation shall supplement, form a
part of, and be subject to such Master Agreement. Until the parties execute
and deliver the Master Agreement, this Confirmation shall supplement, form a
part of, and be subject to the printed form of Master Agreement published by
ISDA, as if the parties had executed that agreement (but without any Schedule
thereto) on the Trade Date of this Transaction.
2. The terms of this particular Swap Transaction to which this Confirmation
relates are as follows:
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X X XXXXXX
Xxxxxx Deal Number 141468
Trade Date: 15 November 1995
Effective Date: 29 November 1995
Termination Dates: 29 November 2010
Fixed Amounts:
Fixed Rate Payer: Xxxxxx
Fixed Rate Payer Payment Dates: Each 29 May, 29 November starting with
29 May 1996 up to, and including, the
Termination Date, subject to adjustment
in accordance with the Following
Business Day Convention And there will
be no adjustment to the Calculation
Period.
Fixed Rate: 6.95000 percent
Fixed Rate Day Count Fractions: 30/360
Floating Amounts:
Floating Rate Payer: Counterparty
Notional Amount: 135,550,000.00 CAD
Fixed Rate Payer Payment Dates: Each 29 May, 29 November starting with
29 May 1996 up to, and including, the
Termination Date, subject to adjustment
in accordance with the Following
Business Day Convention And there will
be no adjustment to the Calculation
Period.
Floating Rate Options: CAD-BA-CDOR
Designated Maturity: 3 Month
Spread: Plus 0.59900 percent
Floating Rate Day Count Fraction: Actual/365 (Fixed)
Reset Dates: Each 29 November, 29 February, 29 May,
29 August
Compounding: Applicable
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X X XXXXXX
Method of Compounding: Flat
Compounding Dates: Each 29 February, 29 May, 29 August,
29 November
Initial Exchange: 29 November 1995, subject to adjustment
in accordance with the Following
Business Day Convention
Xxxxxx Pays Initial Exchange: 135,550,000.00 CAD
Counterparty Pays Initial Exchange: 100,000,000.00 USD
Final Exchanges:
Final Exchange Dates: 29 November 2010, subject to adjustment
in accordance with the Following
Business Day Convention
Xxxxxx Pays Final Exchange: 100,000,000.00 USD
Counterparty Pays Final Exchange: 135,550,000.00 CAD
Business Day Locations for
Counterparty: Toronto, London, New York
Business Day Locations for Xxxxxx: Toronto, London, New York
Payments will be: Gross
Credit Support: The Company agrees to provide to Xxxxxx the following Credit
Support Document.
Guarantee for all amounts owed to Xxxxxx under the Swap Agreement
issued by Service Corporation International, Houston, Texas (the
"Guarantor").
The Company shall enter a Credit Support Annex and provide Collateral
thereunder on terms consistent with the terms of the collateral
agreement between Service Corporation International, Houston, Texas
and Xxxxxx Guaranty Trust Company of New York ("Xxxxxx New York") in
connection with the ISDA Master Agreement between the Guarantor and
Xxxxxx Guaranty Trust Company of New York.
Credit Support: Xxxxxx agrees to provide to the Company the following Credit
Support Document:
Guarantee for all amounts owed by X X Xxxxxx Canada under this Swap
Agreement issued by Xxxxxx Guaranty Trust Company of New York (the
"Guarantor").
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X X XXXXXX
X X Xxxxxx Canada shall enter a Credit Support Annex and provide
Collateral thereunder on terms consistent with the terms of the
collateral agreement between Service Corporation International,
Houston, Texas and Xxxxxx Guaranty Trust Company of New York ("Xxxxxx
New York") in connection with the ISDA Master Agreement between the
Guarantor and Service Corporation International.
The Credit Support documents will be governed by the same credit
enhancement provisions (including any amendments after the Trade Date
of this Transaction) as govern Transactions between the Credit Support
Providers.
3. Account Details
Payments to Xxxxxx:
Account for payments in CAD: Royal Bank of Canada
Toronto
Favour: Xxxxxx Bank of Canada, Toronto
Account No.: 000-000-0
Reference: Swap Operations
Account for payments in USD: Xxxxxx Guaranty Trust Co of New York
New York
Favour: Xxxxxx Bank of Canada, Toronto
ABA/Bank No.:
Account No.: 000-00-000
Reference: Swap Operations
Payments to Counterparty:
Account for payments in CAD:
Favour: SERVICE CORPORATION
INTERNATIONAL (CANADA) LIMITED
Account No.:
Reference:
Account for payments in USD:
Favour: SERVICE CORPORATION
INTERNATIONAL (CANADA) LIMITED
ABA/Bank No.:
Account No.:
Reference:
4. Offices
(a) The Office of Xxxxxx for the Swap Transaction is TORONTO; and
(b) The Office of the Counterparty for the Swap Transaction is VANCOUVER.
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X X XXXXXX
All enquiries regarding confirmations should be sent to:
Xxxxxx Guaranty Trust Company of New York
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxx
Documentation Control Group
Telephone: 0-000-000-0000
Facsimile: 0-000-000-0000
Please quote the Xxxxxx Deal Number indicated above.
X X XXXXXX SECURITIES INCORPORATED is acting solely as agent for Xxxxxx and
will have no obligations under this Swap Transaction.
Each party represents that (i) it is the entering into the transaction
evidenced hereby as principal (and not as agent or in any other capacity), (ii)
the other party is not acting as a fiduciary for it; (iii) it is not relying
upon any representations except those expressly not set forth in the Agreement
or this Conformation; (iv) it has consulted with its own legal, regulatory,
tax, business, investment, financial and accounting advisers to the extent it
has deemed necessary and it has made its own investment, hedging and trading
decisions based upon its own judgment and upon any advice from such advisers as
it has deemed necessary and not upon any view expressed by the other party; and
(v) it is entering into this transaction with a full understanding of the
terms, conditions and risks thereof and it is capable of and willing to assume
those risks.
18
X X XXXXXX
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing a copy of this Confirmation and returning it to us or by
sending to us a letter, telex or facsimile substantially similar to this
letter, which letter, telex or facsimile sets forth the material terms of the
Swap Transaction to which the Confirmation relates and indicates agreement to
those terms. When referring to the Confirmation, please indicate: Xxxxxx Deal
Number: 141468.
Yours sincerely,
X X XXXXXX SECURITIES
INCORPORATED, as Agent for and signing
on behalf of:
X X XXXXXX CANADA
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: MD
Confirmed as of the
date first above written:
SERVICE CORPORATION INTERNATIONAL (CANADA) LIMITED
By: /s/ Xxxx X. Xxxxxx, Xx.
-----------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Title: Vice President
