BANK OF AMERICA
TO: Aaron Rents, Inc. ("Counterparty")
Attn: Mr. Gil Danielson
Rapidfax: (404) 240-6584
FROM: Bank of America National Trust and Savings Association
("BofA")
555 California Street
San Francisco, CA 94104
William L. Denton
Phone No. (415) 953-1449
Rapidfax No.: (415) 622-3548
DATE: November 21, 1994
RE: USD 10,000,000.00 Swap Transaction
Dear Sir/Madam:
The purpose of this letter agreement is to confirm the
terms and conditions of the Transaction entered into between us
on the Trade Date specified below (the "Swap Transaction"). This
letter agreement constitutes a "Confirmation" under the ISDA
Agreement defined below.
The definitions and provisions contained in the 1991 ISDA
Definitions (as published by the International Swaps and
Derivatives Association, Inc. ("ISDA")) are incorporated into
this Confirmation. In the event of any inconsistency between
those definitions and provisions and this Confirmation, this
Confirmation will govern.
1. The parties agree that the Swap Transaction described
in this Confirmation constitutes their binding obligations.
Except as set forth in this Confirmation, the Swap Transaction
shall be subject to all the terms and conditions of the form of
the master agreement entitled "Master Agreement" ("Multicurrency-
Cross Border" version) as published in 1992 by the International
Swaps and Derivatives Association, Inc., (and herein call the
"ISDA Agreement"), excluding the "Schedule" thereto.
Counterparty and BofA shall negotiate a Schedule and upon
agreement shall sign the ISDA Agreement including the Schedule so
negotiated and agreed upon (hereinafter call the "Agreement"),
whereupon this Confirmation shall be deemed automatically,
without further action of any party, to be a Confirmation under
the Agreement; provided, however, that, unless and until
Counterparty and BofA agreed upon and sign the Agreement, the
preceding sentence shall have full force and effect.
THIS FACSIMILE TRANSMISSION WILL BE THE ONLY WRITTEN
COMMUNICATION REGARDING THIS SWAP TRANSACTION. Pursuant to ISDA
guidelines, this facsimile transmission will be sufficient for
all purposes to evidence a binding supplement to the Agreement.
However, should you have an internal requirement for
confirmations with an original signature, we request that you
sign and return this Confirmation by facsimile, whereupon, we
will add an original signature to the fully executed
Confirmation, and forward it to you by mail.
2. The terms of the particular Swap Transaction to which
this Confirmation relates are as follows:
Notional Amount: USD 10,000,000.00
Trade Date: November 14, 1994
Effective Date: November 16, 1994
Termination Date: November 17, 1997, subject to
adjustment in accordance with the
Modified Following Business Day
Convention
Fixed Amounts:
Fixed Rate Payer: Counterparty
Fixed Rate Payer
Payment Dates: The 16th of every February, May,
August and November beginning with
February 16, 1995 and ending on and
including the Termination Date
Fixed Amount: Calculation XFixed XFixed Rate Day
Amount Rate Count Fraction
Fixed Rate: 7.51000 percent per annum
Fixed Rate Day
Count Fraction: Actual/360
Floating Amounts:
Floating Rate Payer: BofA
Floating Rate Payer
Payment Dates: Same as Fixed Rate Payor Payment
Dates
Floating Rate for Initial
Calculation Period: 5.81250 percent per annum
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: Three (3) Months
Spread: None
Floating Rate Day
Count Fraction: Actual/360
Reset Dates: First day of each Calculation
Period
Compounding: Inapplicable
Business Day: New York and London
Business Day Convention: Modified Following
Governing Law:
Calculation Agent: BofA
3. Account Details
Payments to BofA: Fed Funds to Bank of America NT and
SA San Francisco ABA NO. 1210-0035-
8 BISD Acct. No. 33006-83980 Attn:
IRS Operations
Payments to
Counterparty: Fed Funds to Trust Company Bank ABA
No. 0610-0010-4 Account No.
8800527494 Account Aaron Rents,
Inc.
4. Offices:
Office of BofA: The San Francisco Head Office
Office of Counterparty:Atlanta, GA.
Other Provisions Applicable to BofA
Specified Entities of BofA: None
Credit Support Document(s)
Relating to BofA: None
Credit Support Provider Relating
to BofA: None
Agreements of BofA: As per Section 4 of the ISDA
Agreement.
Representations of BofA: As per Section 3 of the ISDA
Agreement.
Other Provisions Applicable to Counterparty
Specified Entities of
Counterparty: As may be indicated in the
Agreement, if at all.
Credit Support Document(s)
Relating to Counterparty: As may be indicated in the
Agreement, if at all.
Credit Support Provider Relating
to Counterparty: As may be indicated in the
Agreement, if at all.
Agreements of Counterparty: As per Section 4 of the ISDA
Agreement.
Representations of
Counterparty: As per Section 3 of the ISDA
Agreement.
Other Provisions (General)
(A) Other Agreements: Corporate Resolution, Specimen
Signature Certificate and other
documentation as indicated in the
Agreement, if at all.
(B) Events of Default: As per Section 5 of the ISDA
Agreement and Cross Default as
indicated in the Agreement, if at
all.
(C) Termination Events: All the Termination Events
specified in Section 5(b) of the
ISDA Agreement will apply
(including Credit Event Upon
Merger).
(D) Early Termination: As per Section 6 of the ISDA
Agreement, it being the parties'
intent that Section 6 apply to all
outstanding Swap Transactions
before (as well as after) execution
of the Agreement.
(E) Tax Representations: Counterparty and BofA make the
Payer Representations contained in
Part 2 of the Schedule to the ISDA
Agreement. Payee Representations
may be indicated in Part 2 of the
Schedule to the Agreement, if
applicable.
(F) Tax Agreements of BofA
and Counterparty: As may be indicated in the
Agreement if at all.
(G) Incorporation of
Covenants: Counterparty hereby covenants and
agrees that, from and after the
trade date hereof and thereafter
until all obligations of
Counterparty hereunder, are paid in
full, Counterparty will observe,
perform and fulfill each and every
covenant, term and provision
("Covenants") contained in the USD
42,000,000 Credit Facility among
Aaron Rents, Inc., as Borrower,
Aaron Investment Company, as
Guarantor, Trust Company Bank and
First Union National Bank of
Georgia, as Lenders dated as of May
27, 1992 and the third Amendment
dated as of February 2, 1994 (the
"Credit Agreement") as the same are
in effect on the date hereof. All
of such covenants, together with
related definitions are hereby
incorporated into this Confirmation
by reference as if such terms were
set forth in this Confirmation in
full. In the event that the Credit
Agreement expires or terminates and
a successor credit agreement is
entered into between Counterparty
and BofA (acting either as the sole
financial institution thereunder or
a one of two or more financial
institutions thereunder), then all
references herein to the Credit
Agreement shall be deemed to refer
to the successor credit agreement.
(H) Variations to the ISDA
Agreement: BofA has made certain amendments to
the ISDA Agreement which it
believes are of a noncontentious
nature. These amendments will be
specified in the draft Agreement to
be sent by BofA to Counterparty.
(I) Documentation: This Confirmation will constitute a
binding agreement with respect to
the Swap Transaction described
herein. Without prejudice to the
preceding sentence, Counterparty
and BofA will negotiate in good
faith to enter into the Agreement
as soon as practicable after the
date of this Confirmation.
Please confirm your agreement to be bound by the terms
stated herein by executing the copy of this Confirmation enclosed
for that purpose and returning it to us or by sending to us a
telex or letter, within 24 hours of receipt of this Confirmation
to Bank of America National Trust and Savings Association San
Francisco Telex No. 249839 Answer Bank OPRST UR or Rapidfax No.
415-622-3548 Attention: William L. Denton RMPG Operations,
substantially in the form below:
Quote
We acknowledged receipt of your rapidfax dated November 21,
1994 with respect to the Swap Transaction entered into on
November 14, 1994 between Aaron Rents, Inc. and Bank of America
National Trust and Savings Association with a Notational Amount
of USD 10,000,000.00 and a Termination Date of November 17, 1997,
and confirm our agreement to be bound by the terms specified in
such rapidfax. [We also confirm that the Basic Representations
provided in Section 3(a) of the ISDA Agreement are true with
respect to the Swap Transaction.]
Unquote
This Confirmation shall be conclusively deemed accurate and
complete by Counterparty if not objected to within two (2)
Business Days from the date of receipt.
Yours sincerely,
For and on behalf of:
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION
By: /s/ William R. Huth
Name: William R. Huth
Title: Vice President
Confirmed as of the
date first above written:
AARON RENTS, INC.
By: /s/ Gilbert L. Danielson By:
Name: Gilbert L. Danielson Name:
Title: VP - Finance Title:
LC (41114S6Z)