KEY BANK OF OREGON
CONFIRMATION
Date: December 10, 1996
To: Xxxxxxxxxx Industries
Xxxx Xxxxxxxx
From: Key Bank of Oregon
The purpose of this letter agreement is to set forth the terms and
conditions of the Swap Transaction entered into between Key Bank of Oregon
("Key Bank") and Xxxxxxxxxx Industries ("Counterparty") on the Trade Date
specified below (the "Swap Transaction"). This letter agreement constitutes
a "Confirmation" as referred to in the Swap Agreement specified below.
1. The definitions and provisions contained in the 1991 ISDA
Definitions (as published by the International Swap Dealers Association,
Inc.) (the "Definitions") are incorporated into this Confirmation.
If you and we are parties to a Master Agreement that sets forth the
general terms and conditions applicable to Swap Transactions between us (a
"Swap Agreement"), this confirmation supplements, forms a part of, and is
subject to, such Swap Agreement. If you and we are not yet parties to a
Swap Agreement, this Confirmation will supplement, form a part of, and be
subject to, a Swap Agreement upon its execution and delivery by you and us.
All provisions contained or incorporated by reference in such Swap
Agreement shall govern this Confirmation except as expressly modified
below. In the event of any inconsistency between this Confirmation and the
Definitions or the Swap Agreement, this Confirmation will govern. In
addition, if a Swap Agreement has not been executed, this Confirmation will
itself evidence a complete binding agreement between you and us as to the
terms and conditions of the Swap Transaction to which this Confirmation
relates.
This Confirmation will be governed by and construed in accordance with
the laws of the State of Oregon, without reference to choice of law
doctrine, provided that this provision will be superseded by any choice of
law provision in the Swap Agreement.
2. This Confirmation constitutes a Rate Swap Transaction under the
Swap Agreement and the terms of the Rate Swap Transaction to which this
Confirmation relates are as follows:
Notional Amount: $5,000,000 amortizing per Schedule A
Xxxxxxxxxx Industries
Confirmation - Page 2
Trade Date: December 10, 1996
Effective Date: December 17, 1996
Termination Date: December 17, 2003
Fixed Amounts:
Fixed Rate Payer: Counterparty
Fixed Rate Payer
Payment Dates: The 1st of each month commencing with
February 1, 1997 through and including
the Termination Date, subject to
adjustment in accordance with the
Modified Following Business Day
Convention.
Period End Dates: The 1st of each month commencing with
February 1, 1997.
Fixed Rate: 6.10%
Fixed Rate Day
Count Fraction: 30/360
Floating Amounts:
Floating Rate Payer: Key Bank
Floating Rate Payer
Payment Dates: The 1st of each month commencing with
February 1, 1997 through and including
the Termination Date, subject to
adjustment in accordance with the
Modified Following Business Day
Convention.
Period End Dates: The 1st of each month commencing with
February 1, 1997.
Xxxxxxxxxx Industries
Confirmation - Page 3
Floating Rate for initial
Calculation Period: To be determined
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: 1-month
Spread -0.10%
Floating Rate Day
Count Fraction: Actual/365
Reset Dates: The first day of each Floating Rate
Payer Calculation Period.
Calculation Agent: Key Bank of Oregon
Payment Instructions: Please provide
Please confirm 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.
Very truly yours,
KEY BANK OF OREGON
By: XXXXXXXXXXX XxXXXXX
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Accepted and Confirmed as
of the Trade Date:
XXXXXXXXXX INDUSTRIES
By: XXXXXXX X. XXXXXXXX
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