EXHIBIT 4.5
DATE: Oct. 23, 2002
TO: XXXXXX'X RESTAURANT GROUP
ATTN: XXXXXX X. XXXXXXX
FAX: 000-000-0000
PHONE: 000-000-0000
FROM: Fleet National Bank
ATTN: Derivatives Confirmation Unit
FAX: (000) 000-0000
PHONE: (000) 000-0000 or (000) 000-0000
RE: INTEREST RATE SWAP
Our Ref: 75913FB/36457
The purpose of this letter agreement is to set forth the terms and
conditions of the Transaction entered into between Fleet National Bank and
XXXXXX'X RESTAURANT GROUP on the Trade Date specified below (the "Transaction").
This letter constitutes a "Confirmation" as referred to in the ISDA Master
Agreement specified below.
The definitions and provisions contained in the 2000 ISDA Definitions (the
"Definitions"), as published by the International Swaps and Derivatives
Association, Inc. ("ISDA"), are incorporated into this Confirmation. In the
event of any inconsistency between the Definitions and provisions in this
Confirmation, this Confirmation will govern.
1. This Confirmation constitutes a "Confirmation" as referred to in, and
supplements, forms a part of and is subject to, the ISDA Master Agreement dated
as of 11/05/99, 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 modified below.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
Trade Date : Oct. 22, 2002
Effective Date : Oct. 24, 2002
Termination Date : Oct. 24, 2004 subject to adjustment in accordance
with the Modified Following Business Day
Convention.
Notional Amount : USD 20,000,000.00
Floating Amounts
Floating Rate Payer : Fleet National Bank
Floating Rate Payment Dates : Quarterly on the 24th, commencing Jan. 24, 2003
and ending on the Termination Date subject to
adjustment in accordance with the Modified
Following Business Day Convention.
Floating Rate for initial Calculation Period : 1.840000 %
Floating Rate Option : USD-LIBOR-BBA
Designated Maturity : 3 months
Spread : None
Floating Rate Day Count Fraction : ACTUAL /360
Floating Rate Reset Dates : The first Business Day of each Calculation Period
Compounding : Inapplicable
Business Days : New York and London
Fixed Amounts
Fixed Rate Payer : XXXXXX'X RESTAURANT GROUP
Fixed Rate Payment Dates : Quarterly on the 24th, commencing Jan. 24, 2003
and ending on the Termination Date subject
to adjustment in accordance with the Modified
Following Business Day Convention.
Fixed Rate : 2.635000 %
Fixed Rate Day Count Fraction : ACTUAL /360
Business Days : New York and London
Calculation Agent : Fleet National Bank
3. Settlement Instructions
Payments to XXXXXX'X RESTAURANT GROUP in USD
To : FLEET BANK A/C 550-84341
2
Payments to Fleet National Bank in USD
To : FLEET BANK A/C 550-84341
3
4. Contact Instructions
Fleet National Bank : Tel: 000-000-0000
Resets/Payments
Fax: 000-000-0000
Confirmations Tel: 000-000-0000
Fax: 000-000-0000
XXXXXX'X RESTAURANT : Tel: 000-000-0000
GROUP Fax: 000-000-0000
Very truly yours,
Fleet National Bank
By: By:
-------------------------------- -------------------------------------
Name: Name:
Title: Title:
Agreed and accepted as of the date first above written:
XXXXXX'X RESTAURANT GROUP
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: EVP & CFO
PLEASE COUNTERSIGN AND FAX TO: (000) 000-0000
ATTN: Derivatives Confirmations
REQUEST CORRECTIONS: (000) 000-0000
Please be advised telephone calls may be recorded to ensure
transaction accuracy.
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