EXHIBIT 10(aj)
December 1, 2000
Playtex Products, Inc.
Fax: 000-000-0000 Fax: 000-000-0000
Phone: 000-000-0000 Phone: 000-000-0000
Attn: Xxxxx Xxxxxx Contact: Xxxxxxx Xxxxxxxxx
Reference: SWAP Transaction Confirmation (Reference: # 548632T)
The purpose of this letter agreement (this "Confirmation") is to confirm the
terms and conditions of the transaction entered into between us on the Trade
Date specified below (the "Transaction" or "Swap Transaction"). This letter
agreement constitutes a "Confirmation" as referred to in the ISDA Master
Agreement as specified below. This Confirmation supersedes any previous
Confirmation of other communication with respect to the Transaction and
evidences a complete and binding agreement between us as to the terms of the
Transaction.
The definitions and provisions contained in the 2000 ISDA Definitions (the
"Definitions") as published by the International Swaps and Derivatives
Association, Inc., are incorporated into this Confirmation. In the even of any
inconsistency between the Definitions and this Confirmation, this Confirmation
will govern.
This Confirmation supplements, forms part of and is subject to the ISDA Master
Agreement dated as of July 21, 1998 as amended and supplemented from time to
time (the "Agreement") between you and us. All provisions contained in the
Agreement govern this Confirmation except as expressly noted below.
Each party represents to the other that it is entering into this Transaction as
principal (and not as agent or in any other capacity) with the full
understanding of the terms, conditions and risks thereof and that it is capable
of and willing to assume those risks.
The terms of the particular Transaction to which this Confirmation relates are
as follows:
National Amount USD 150,000,000.00
Trade Date November 30, 2000
Effective Date December 4, 2000
Termination Date December 4, 2001 subject to
adjustment in accordance with the
Modified Following Business Day
Convention Floating Payments
Floating Rate Payer Toronto-Dominion (New York), Inc.
Floating Rate Payer
Payment Dates Quarterly on the 4th of each March,
June, September and December
commencing March 5, 2001 up to and
including the Termination Date
subject to adjustment in accordance
with the Modified Following
Business Day Convention
Floating Rate for Initial Calculation
Period To be determined
Floating Rate Option USD-LIBOR-BBA
Designated Maturity 3 months
Spread Inapplicable
Floating Rate Day Count Fraction Actual/360
Reset Dates The first day of each Calculation
Period
Compounding Inapplicable
Fixed Payments
Fixed Rate Payer Playtex Products, Inc.
Fixed Rate Payer Payment Dates Quarterly on the 4th of each March,
June, September and December
commencing March 5, 2001 up to and
including the Termination Date
subject to adjustment in accordance
with the Modified Following
Business Day Convention
Fixed Rate 6.38250%
Fixed Rate Day Count Fraction Actual/360
Calculation Agent Toronto-Dominion (New York), Inc.
Business Days London New York
Netting of Payments Applicable
Fees Inapplicable
Offices
The Office of Toronto-Dominion (New York), Inc. for this Transaction is its New
York Office. The Office of Playtex Products, Inc. for this Transaction is its
Westport Office.
Account Details
Payments to Playtex Products, Inc. in USD
Please advise
Payments to Toronto-Dominion (New York), Inc. in USD
Bank of America, New York
BOFAUS3N
Toronto-Dominion (New York), Inc.
6550-113535
Please confirm that the foregoing correctly sets forth the terms of our
agreement by a return facsimile to Toronto-Dominion (New York), Inc. Attention:
DERIVATIVE OPERATIONS AND TECHNOLOGY, facsimile number ******000-000-000-0000.
This Confirmation may be executed in one or more counterparts, either in
original or facsimile form, each of which shall constitute one and the same
agreement. When executed by the parties through facsimile transmission, this
Confirmation shall constitute the original agreement between the parties and the
parties hereby adopt the signatures printed by the receiving facsimile machine
as the original signatures of the parties.
