Exhibit 10.4
To: |
| Standard Parking Corp |
|
| 900 N Michigan Ave Ste 1600 |
|
| Chicago, IL 606116539 |
|
| United States |
Attn: |
| Marc Baumann |
Telephone: |
| 312 274 2193 |
Fax: |
| 312 640 8203 |
From: |
| Bank of America, N.A. |
|
| 200 N College Street |
|
| Charlotte, North Carolina 28255-0001 |
|
| U.S.A. |
Department: |
| Swaps Operations |
Telephone: |
| (+1) 980 683 2797 |
Fax: |
| (+1) 866 255 1444 |
This Confirmation supersedes and replaces any and all Confirmations previously sent to you in respect of this Transaction.
Date: |
| 25th October 2012 |
|
|
|
Our Reference No: |
| 60668607 |
Reference Name: |
| Tim Coleman |
Internal Tracking No: |
| 60668607 |
Admin No: |
| 12BN187939 |
Dear Sir/Madam,
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Standard Parking Corp and Bank of America, N.A. (each a “party” and together “the parties”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below (the “Agreement”).
The definitions and provisions contained in the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., (the “Definitions”) are incorporated into this Confirmation. In the event 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 16th October 2012, as amended and supplemented from time to time, between the parties. All provisions contained in the Agreement govern this Confirmation except as expressly modified
below.
In this Confirmation “Party A” means Bank of America, N.A. and “Party B” means Standard Parking Corp.
General Terms:
The terms of the particular Transaction to which this Confirmation relates are as follows:
Notional Amount: |
| As per Schedule A below. |
|
|
|
Trade Date: |
| 25th October 2012 |
|
|
|
Effective Date: |
| 31st October 2012 |
|
|
|
Termination Date: |
| 30th September 2017, subject to adjustment in accordance with the Modified Following Business Day Convention |
Fixed Amounts:
Fixed Rate Payer: |
| Party B |
|
|
|
Fixed Rate Payer Payment Dates: |
| The last calendar day of each Month, commencing on the last calendar day of November 2012 and ending on the Termination Date, subject to adjustment in accordance with the Preceding Business Day Convention |
|
|
|
Fixed Rate: |
| 0.75250 per cent |
|
|
|
Fixed Rate Day Count Fraction: |
| Actual/360 |
Floating Amounts:
Floating Rate Payer: |
| Party A |
|
|
|
Floating Rate Payer Payment Dates: |
| The last calendar day of each Month, commencing on the last calendar day of November 2012 and ending on the Termination Date, subject to adjustment in accordance with the Preceding Business Day Convention |
Floating Rate for initial Calculation Period: |
| To be determined |
|
|
|
Floating Rate Option: |
| USD-LIBOR-BBA |
|
|
|
Designated Maturity: |
| 1 Month |
|
|
|
Spread: |
| None |
|
|
|
Floating Rate Day |
|
|
Count Fraction: |
| Actual/360 |
|
|
|
Reset Dates: |
| First day of each Calculation Period |
Business Days: |
| London and New York |
|
|
|
Calculation Agent: |
| Party A |
Recording of Conversations:
Each party to this Transaction acknowledges and agrees to the recording of conversations between trading and marketing personnel of the parties to this Transaction whether by one or other or both of the parties or their agents.
Account Details:
As advised under separate cover with reference to this Confirmation, each party shall provide appropriate payment instructions to the other party in writing and such instructions shall be deemed to be incorporated into this Confirmation.
Offices: |
|
|
|
The Office of Party A for this Transaction is: | Charlotte - NC, United States |
|
|
| Please send reset notices to fax no. (+1) 866 218 8487 |
The Office of Party B for this |
|
Transaction is: | Chicago - IL, United States |
SCHEDULE A
Calculation Period |
|
|
| ||||
(from but excluding and to and including) |
| Notional Amount (USD): |
| ||||
31 October 2012 |
| to |
| 30 November 2012 |
| 50,000,000.00 |
|
30 November 2012 |
| to |
| 31 December 2012 |
| 50,000,000.00 |
|
31 December 2012 |
| to |
| 31 January 2013 |
| 48,875,000.00 |
|
31 January 2013 |
| to |
| 28 February 2013 |
| 48,875,000.00 |
|
28 February 2013 |
| to |
| 28 March 2013 |
| 48,875,000.00 |
|
28 March 2013 |
| to |
| 30 April 2013 |
| 47,750,000.00 |
|
30 April 2013 |
| to |
| 31 May 2013 |
| 47,750,000.00 |
|
31 May 2013 |
| to |
| 28 June 2013 |
| 47,750,000.00 |
|
28 June 2013 |
| to |
| 31 July 2013 |
| 46,625,000.00 |
|
31 July 2013 |
| to |
| 30 August 2013 |
| 46,625,000.00 |
|
30 August 2013 |
| to |
| 30 September 2013 |
| 46,625,000.00 |
|
30 September 2013 |
| to |
| 31 October 2013 |
| 45,500,000.00 |
|
31 October 2013 |
| to |
| 29 November 2013 |
| 45,500,000.00 |
|
29 November 2013 |
| to |
| 31 December 2013 |
| 45,500,000.00 |
|
31 December 2013 |
| to |
| 31 January 2014 |
| 44,375,000.00 |
|
31 January 2014 |
| to |
| 28 February 2014 |
| 44,375,000.00 |
|
28 February 2014 |
| to |
| 31 March 2014 |
| 44,375,000.00 |
|
31 March 2014 |
| to |
| 30 April 2014 |
| 43,250,000.00 |
|
30 April 2014 |
| to |
| 30 May 2014 |
| 43,250,000.00 |
|
30 May 2014 |
| to |
| 30 June 2014 |
| 43,250,000.00 |
|
30 June 2014 |
| to |
| 31 July 2014 |
| 42,125,000.00 |
|
31 July 2014 |
| to |
| 29 August 2014 |
| 42,125,000.00 |
|
29 August 2014 |
| to |
| 30 September 2014 |
| 42,125,000.00 |
|
30 September 2014 |
| to |
| 31 October 2014 |
| 41,000,000.00 |
|
31 October 2014 |
| to |
| 28 November 2014 |
| 41,000,000.00 |
|
28 November 2014 |
| to |
| 31 December 2014 |
| 41,000,000.00 |
|
31 December 2014 |
| to |
| 30 January 2015 |
| 39,500,000.00 |
|
30 January 2015 |
| to |
| 27 February 2015 |
| 39,500,000.00 |
|
27 February 2015 |
| to |
| 31 March 2015 |
| 39,500,000.00 |
|
31 March 2015 |
| to |
| 30 April 2015 |
| 38,000,000.00 |
|
30 April 2015 |
| to |
| 29 May 2015 |
| 38,000,000.00 |
|
29 May 2015 |
| to |
| 30 June 2015 |
| 38,000,000.00 |
|
30 June 2015 |
| to |
| 31 July 2015 |
| 36,500,000.00 |
|
31 July 2015 |
| to |
| 28 August 2015 |
| 36,500,000.00 |
|
28 August 2015 |
| to |
| 30 September 2015 |
| 36,500,000.00 |
|
30 September 2015 |
| to |
| 30 October 2015 |
| 35,000,000.00 |
|
30 October 2015 |
| to |
| 30 November 2015 |
| 35,000,000.00 |
|
30 November 2015 |
| to |
| 31 December 2015 |
| 35,000,000.00 |
|
31 December 2015 |
| to |
| 29 January 2016 |
| 33,500,000.00 |
|
29 January 2016 |
| to |
| 29 February 2016 |
| 33,500,000.00 |
|
29 February 2016 |
| to |
| 31 March 2016 |
| 33,500,000.00 |
|
31 March 2016 |
| to |
| 29 April 2016 |
| 32,000,000.00 |
|
29 April 2016 |
| to |
| 31 May 2016 |
| 32,000,000.00 |
|
31 May 2016 |
| to |
| 30 June 2016 |
| 32,000,000.00 |
|
30 June 2016 |
| to |
| 29 July 2016 |
| 30,500,000.00 |
|
29 July 2016 |
| to |
| 31 August 2016 |
| 30,500,000.00 |
|
31 August 2016 |
| to |
| 30 September 2016 |
| 30,500,000.00 |
|
30 September 2016 |
| to |
| 31 October 2016 |
| 29,000,000.00 |
|
31 October 2016 |
| to |
| 30 November 2016 |
| 29,000,000.00 |
|
30 November 2016 |
| to |
| 30 December 2016 |
| 29,000,000.00 |
|
30 December 2016 |
| to |
| 31 January 2017 |
| 27,125,000.00 |
|
31 January 2017 |
| to |
| 28 February 2017 |
| 27,125,000.00 |
|
28 February 2017 |
| to |
| 31 March 2017 |
| 27,125,000.00 |
|
31 March 2017 |
| to |
| 28 April 2017 |
| 25,250,000.00 |
|
28 April 2017 |
| to |
| 31 May 2017 |
| 25,250,000.00 |
|
31 May 2017 |
| to |
| 30 June 2017 |
| 25,250,000.00 |
|
30 June 2017 |
| to |
| 31 July 2017 |
| 23,375,000.00 |
|
31 July 2017 |
| to |
| 31 August 2017 |
| 23,375,000.00 |
|
31 August 2017 |
| to |
| 29 September 2017 |
| 23,375,000.00 |
|
Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement by returning via telecopier an executed copy of this Confirmation in its entirety to the attention of Global FX and Derivative Operations (fax no.(+1) 866 255 1444).
| Accepted and confirmed as of the date first written: |
Bank of America, N.A. | Standard Parking Corp |
By: | /s/ Katherine A. Andrews |
|
Name: | Katherine A. Andrews |
|
Title: | Managing Director, Sr. Group Operations Manager |
|
Authorised Signatory | By: | /s/ Marc Baumann |
| Name: | G. Marc Baumann |
| Title: | Chief Financial Officer, Treasurer & President of Urban Operations |
Our Reference Number: | 60668607 |
| Amended |