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[CHASE LOGO]
CAPITAL MARKETS
Dated as of May 7, 1998 000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000-0000
(000) 000-0000
WATS (000) 000-0000
Fax (000) 000-0000
Sirrom Capital Corporation
000 Xxxxxx Xx., Xxxxx 000
Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxxxx
Re: Rate Collar Transaction (Our Reference No. 135)
Ladies and Gentlemen:
THIS SHALL AMEND AND RESTATE OUR CONFIRMATION SENT TO YOU DATED MARCH 19, 1998
The purpose of this letter agreement is to set forth the terms and
conditions of the Rate Collar Transaction entered into between us on the Trade
Date referred to below (the "Rate Collar Transaction"). This Confirmation
evidences a complete binding agreement between you and Chase Bank of Texas
National Association ("CBT") as to the terms of the Rate Collar Transaction to
which this Confirmation relates. In addition, upon the execution by you and CBT
of a Master Agreement (the "Agreement"), in the form published by the
International Swap Dealers Association, Inc., with such modifications as you and
CBT shall in good faith agree, this Confirmation will supplement, form a part of
and be subject to the Agreement. All provisions contained or incorporated by
reference in such Agreement upon its execution shall govern this Confirmation
except as expressly modified below.
The definitions and provisions contained in the 1991 ISDA Definitions
(as published by the International Swap Dealers Association, Inc. ("ISDA")) (the
"Definitions") are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and provisions and this Confirmation, this
Confirmation will govern.
All provisions contained or incorporated by reference in the Agreement
shall govern this Confirmation except as expressly modified below. Each party
represents to the other that it is authorized to enter into the Rate Collar
Transaction contemplated by this Confirmation.
The terms of the particular Rate Collar Transaction to which this
Confirmation relates are as follows:
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Type of Transaction: Rate Collar Transaction
Notional Amount: $100,000,000
Trade Date: March 19, 1998
Effective Date: January 3, 2000
Termination Date: January 2, 2002
FIXED AMOUNTS:
Fixed Rate Payer: Sirrom Capital Corporation
("Counterparty")
Fixed Rate Payer Payment Date: MAY 11, 1998
Fixed Amount: USD 40,000
FLOATING AMOUNTS:
Floating Rate Payer (Cap): Chase Bank of Texas National
Association
Cap Rate: 6.35 PERCENT
Floating Rate Payer (Floor): Counterparty
Floor Rate: 6.00 percent
Designated Maturity: One month
Floating Rate Day Count Fraction: Actual/360
Floating Rate Payment Dates: The 2nd day of each month of
each year commencing
February 2, 2000 to and
including the Termination
Date, subject to adjustment
in accordance with the
Modified Following Business
Day convention.
Floating Rate Option: USD-CP-H.15
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Reset Dates: Each Business Day of each
Calculation Period
Business Days: New York Business Days
Method of Averaging: Unweighted Average
Calculation Agent: CBT
Assignment: This Rate Collar Transaction
may be assigned only with
prior written consent.
Legal and Out-of-Pocket Expenses: For each party's own account
Governing Law: The Laws of the State of
Texas
Payments to CBT: Chase Bank of Texas - Houston
ABA No. 000-000-000 Capital
Markets Dept. - Rate Swaps
CR Acct. No. 00100381608
Attn: Xxxx Xxxxx
Other provisions: Counterparty agrees to
deliver to CBT an opinion
of counsel in form and
substance satisfactory to
CBT.
Each party has entered into this Rate Collar Transaction solely in reliance on
its own judgement. Neither party has any fiduciary obligation to the other party
relating to this Rate Collar 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 Rate Collar Transaction, any subsequent actions relating
to this Rate Collar Transaction or any other matters relating to this Rate
Collar 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 of such persons to the other party relating to this Rate Collar
Transaction, whether or not such advice is given or such views are expressed at
the request of the other party.
THE AGREEMENT AND THIS WRITTEN CONFIRMATION REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
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Please confirm that the foregoing correctly sets forth the terms and conditions
of our agreement by responding within two (2) Business Days be returning via
facsimile an executed copy of this letter agreement to the attention of XXX
XXXXXXX (facsimile no. (000) 000-0000; telephone no. (000) 000-0000.)
Chase Bank of Texas is please to have concluded this transaction with you.
Very truly yours,
CHASE BANK OF TEXAS
NATIONAL ASSOCIATION
By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
Vice President
Accepted and confirmed as
of the date first written:
SIRROM CAPITAL CORPORATION
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: CFO
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