Interest Rate Swap Transaction (REVISION)
Exhibit 10.4
Interest Rate Swap Transaction (REVISION)
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction
entered into between:
JPMORGAN CHASE BANK, N.A.
(“JPMorgan”)
(“JPMorgan”)
and
XXXXXX INTERACTIVE INC
(the “Counterparty”)
(the “Counterparty”)
on the Trade Date and identified by the JPMorgan Deal Number specified below (the “Transaction”).
This letter agreement constitutes a “Confirmation” as referred to in the Master Agreement specified
below, and supersedes any previous confirmation or other writing with respect to the transaction
described below.
The definitions and provisions contained in the 2006 ISDA Definitions (the “Definitions”), as
published by the International Swaps and Derivatives Association, Inc. are incorporated into this
Confirmation. In the event of any inconsistency between those definitions and provisions and this
Confirmation, this Confirmation will govern.
This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as
of 23 August 2007, as amended and supplemented from time to time (the ‘Agreement’), between
JPMORGAN CHASE BANK N.A. (‘JPMorgan’) and XXXXXX INTERACTIVE INC (the ‘Counterparty’). All
provisions contained in the Agreement govern this Confirmation except as expressly modified below.
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The terms of the particular Interest Rate Swap Transaction to which this Confirmation relates are
as follows:
A. TRANSACTION DETAILS |
||
JPMorgan Deal Number(s):
|
6900043624393 / 00115009143 | |
Notional Amount:
|
As set forth in the Notional Amount Schedule hereto | |
Trade Date:
|
23 August 2007 | |
Effective Date:
|
21 September 2007 | |
Termination Date:
|
21 September 2012 subject to adjustment in accordance with the Modified Following Business Day Convention. | |
Fixed Amounts: |
||
Fixed Rate Payer:
|
Counterparty | |
Fixed Rate Payer Payment Dates:
|
The last day of each December, March, June and September in each year, from and including 31 December 2007 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention and there will be an adjustment to the Calculation Period. | |
Fixed Rate:
|
5.08000 percent | |
Fixed Rate Day Count Fraction:
|
Actual/360 | |
Business Days:
|
New York, London | |
Floating Amounts: |
||
Floating Rate Payer:
|
JPMorgan | |
Floating Rate Payer Payment Dates:
|
The last day of each December, March, June and September in each year, from and including 31 December 2007 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention and there will be an adjustment to the Calculation Period. |
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Floating Rate for initial Calculation Period: |
5.23750 percent | |
Floating Rate Option: |
USD-LIBOR-BBA | |
Designated Maturity: |
3 Month | |
Spread: |
None | |
Floating Rate Day Count Fraction: |
Actual/360 | |
Reset Dates: |
The first day of each Calculation Period. | |
Compounding: |
Inapplicable | |
Business Days: |
New York, London | |
Calculation Agent: |
JPMorgan, unless otherwise stated in the Agreement. |
Notional Amount Schedule:
| Effective From: | Notional Amount: | |||
21 September 2007 |
USD | 34,625,000.00 | ||
31 December 2007 |
USD | 32,893,750.00 | ||
31 March 2008 |
USD | 31,162,500.00 | ||
30 June 2008 |
USD | 29,431,250.00 | ||
30 September 2008 |
USD | 27,700,000.00 | ||
31 December 2008 |
USD | 25,968,750.00 | ||
31 March 2009 |
USD | 24,237,500.00 | ||
30 June 2009 |
USD | 22,506,250.00 | ||
30 September 2009 |
USD | 20,775,000.00 | ||
31 December 2009 |
USD | 19,043,750.00 | ||
31 March 2010 |
USD | 17,312,500.00 | ||
30 June 2010 |
USD | 15,581,250.00 | ||
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| Effective From: | Notional Amount: | |||
30 September 2010 |
USD | 13,850,000.00 | ||
31 December 2010 |
USD | 12,118,750.00 | ||
31 March 2011 |
USD | 10,387,500.00 | ||
30 June 2011 |
USD | 8,656,250.00 | ||
30 September 2011 |
USD | 6,925,000.00 | ||
30 December 2011 |
USD | 5,193,750.00 | ||
30 March 2012 |
USD | 3,462,500.00 | ||
29 June 2012 |
USD | 1,731,250.00 | ||
B. ACCOUNT DETAILS
Payments to JPMorgan in USD:
|
JPMORGAN CHASE BANK, N.A. JPMORGAN CHASE BANK, NATIONAL ASSOCIATION BIC: XXXXXX00XXX AC No: 099997979 |
|
Payments to Counterparty in USD:
|
As per your standard settlement instructions. | |
C. OFFICES |
||
JPMorgan:
|
NEW YORK | |
Counterparty:
|
ROCHESTER |
D. GOVERNING LAW
The laws of the State of New York, provided, however, that upon execution of the Master Agreement,
this Confirmation shall be governed by the law governing such Master Agreement.
E. DOCUMENTS TO BE DELIVERED
Each party shall deliver to the other, at the time of its execution of this Confirmation, evidence
of the incumbency and specimen signature of the person(s) executing this Confirmation, unless such
evidence has been previously supplied and remains true and in effect.
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F. RELATIONSHIP BETWEEN PARTIES
Each party will be deemed to represent to the other party on the date on which it enters into a
Transaction that (absent a written agreement between the parties that expressly imposes affirmative
obligations to the contrary for that Transaction):
(a) Non-Reliance. It is acting for its own account, and it has made its own independent decisions
to enter into that Transaction and as to whether that Transaction is appropriate or proper for it
based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is
not relying on any communication (written or oral) of the other party as investment advice or as a
recommendation to enter into that Transaction; it being understood that information and
explanations related to the terms and conditions of a Transaction shall not be considered
investment advice or a recommendation to enter into that Transaction. No communication (written or
oral) received from the other party shall be deemed to be an assurance or guarantee as to the
expected results of that Transaction.
(b) Assessment and Understanding. It is capable of assessing the merits of and understanding (on
its own behalf or through independent professional advice), and understands and accepts, the terms,
conditions and risks of that Transaction. It is capable of assuming, and assumes the risks of that
Transaction.
(c) Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in
respect of that Transaction.
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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: JPMorgan Deal Number(s): 6900043624393 /
00115009143
| JPMorgan Chase Bank, N.A. | ||||
| /s/ Xxxxxxx Xxxxx | ||||
Name:
|
Xxxxxxx Xxxxx | |||
Title:
|
Vice President | |||
| Accepted and confirmed as of the date first written: | ||||
| XXXXXX INTERACTIVE INC | ||||
| /s/ Xxxxxx X. Xxxxxxxx | ||||
Name:
|
Xxxxxx X. Xxxxxxxx | |||
Title:
|
Chief Financial Officer | |||
| Your reference number: | ||||
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Client Service Group
All queries regarding confirmations should be sent to:
All queries regarding confirmations should be sent to:
JPMorgan Chase Bank, N.A.
Contacts |
||
JPMorgan Contact
|
Telephone Number | |
Client Service Group
|
(000) 0000000000 | |
Group E-mail address: |
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Facsimile:
|
(000) 000 000 0000 | |
Telex: |
||
Cable: |
Please quote the JPMorgan deal number(s): 6900043624393 / 00115009143.
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