DATE: January 21, 1999
TO: Goldendale Aluminum Co. ("Goldendale")
ATTN: Ms. Jesse Casswell
FAX: 509-773-7245
PHONE: 509-773-7201
FROM: BankBoston, N.A. ("BBNA")
ATTN: Matthew Nevill, Derivative Operations
FAX: (617) 434-4284
PHONE: (617) 434-2686
RE: CANCELLABLE SWAP TRANSACTION
[Our Ref: SW58872/73]
The purpose of this letter agreement is to set forth the terms and conditions of
the Transaction entered into between BankBoston, N.A. ("BBNA") and Goldendale
Aluminum Company ("Goldendale") 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 1991 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 June 12, 1996, 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:
Notional Amount: USD20,000,000
Trade Date: January 21, 1999
Effective Date: January 25, 1999
Termination Date: December 20, 2003, subject to adjustment in
accordance with the Modified Following
Business Day convention and to Section 3
herein.
1
FIXED AMOUNTS:
Fixed Rate Payer: Goldendale
Fixed Rate: 6.4%
Fixed Rate:
Payment Dates: Quarterly on the 20th in each year beginning
March 22, 1999 and ending on the Termination
Date, subject to adjustment in accordance with
the Modified Following Business Day convention
and Section 3 herein.
Fixed Rate:
Day Count Fraction: Actual/360
FLOATING AMOUNTS:
Floating Rate Payer: BBNA
Floating Rate
Payment Dates: Quarterly on the 20th in each year beginning
March 22, 1999 and ending on the Termination
Date, subject to adjustment in accordance with
the Modified Following Business Day convention
and Section 3 herein.
Floating Rate for
Initial Calculation Period: 4.97078%
Floating Rate
Day Count Fraction: Actual/360
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: Three Months
Spread: None
Reset Dates: The first day of each Calculation Period.
Compounding: Inapplicable
2
Business Days: New York and London
Business Day Convention: Modified Following
Calculation Agent: BBNA
3. CANCELLABLE PROVISION
Notwithstanding any other termination provisions contained in the
Agreement, as long as no Event of Default or Termination Event shall have
occurred and then be continuing, the parties agree that BBNA may terminate this
Swap Transaction as of December 18, 2000 (which date shall be the Early
Termination date with respect to this Swap Transaction) following at least two
(2) Business Days' prior notice to the other party of its intention to do so,
whereupon the obligations of the parties to make any further payments under
Section 2(a)(i) of the Agreement in respect of this Swap Transaction shall
terminate, leaving no further rights and obligations on the part of either
party.
4. ACCOUNT DETAILS:
PAYMENTS TO BBNA: Through the Federal Reserve Bank, Boston,
Routing No. ABA 011000390, for A/C BankBoston,
N.A., Boston, (formerly known as The First
National Bank of Boston) for credit to
Arbitrage Settlement Account #295032, Attn:
Swap Desk, 01-13-08.
PAYMENTS TO GOLDENDALE: PLEASE ADVISE
5. CONTACT INSTRUCTIONS:
BBNA: Swap Desk
(Resets/Payments): Tel: (617) 434-4308
FAX: (617) 434-0505
Confirmations: Tel: (617) 434-4405
FAX: (617) 434-4284
GOLDENDALE: PLEASE ADVISE
3
Very truly yours,
BANKBOSTON, N.A.
By: By:
------------------------------- -------------------------------
Name: Name:
Title: Title:
Agreed and accepted as of the date first above written:
GOLDENDALE ALUMINUM CO.
By:
------------------------------
Name:
Title:
PLEASE COUNTERSIGN AND FAX TO:
617-434-4284
ATTN: Matthew Nevill
REQUEST CORRECTIONS AT: 617-434-2686
TELEPHONE CALLS MAY BE RECORDED TO ENSURE TRANSACTION ACCURACY.
4
DATE: January 22, 1999
TO: Goldendale Aluminum Co. ("Goldendale")
ATTN: Ms. Jesse Casswell
FAX: 509-773-7245
PHONE: 509-773-7201
FROM: BankBoston, N.A. ("BBNA")
ATTN: Matthew Nevill, Derivative Operations
FAX: (617) 434-4284
PHONE: (617) 434-2686
RE: Termination of Swap Transaction
[Our Ref. No: SW50651US]
Dear Sirs:
In consideration of Goldendale's entering into Interest Rate Swap Transaction
SW58872/58873US on January 21, 1999, Goldendale and BBNA hereby agree that the
USD50,000,000 Interest Rate Swap Agreement referenced above, effective June 28,
1996, and maturing June 28, 2001, between BBNA and Goldendale is hereby
terminated as of January 21, 1999, and all obligations of BBNA and Goldendale
thereunder are deemed discharged in full.
Very truly yours,
BANKBOSTON, N.A.
By: By:
------------------------------- -------------------------------
Name: Name:
Title: Title:
GOLDENDALE ALUMINUM CO.
By: Date:
------------------------------ ----------------------------
Name:
Title:
Please acknowledge your agreement herewith by signing this letter and returning
it to BankBoston, N.A., Attn: Matthew Nevill at fax number (617) 434-2686.
Telephone calls may be recorded to ensure transaction accuracy.
Thank you.