EXHIBIT 4 (14)
TO: Embassy Suites, Inc. ("Counterparty")
Attn: Carol Champion
Rapidfax: (901) 762-8777
FROM: Bank of America National Trust and Savings Association
("BofA")
185 Berry Street
San Francisco, CA 94107
Derivative Products Operations
Phone No.: (415) 624-1111
Rapidfax No.: (415) 624-1101
DATE: January 25, 1995
RE: USD 50,000,000.00 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" as referred to in the Agreement specified
below.
The definitions and provisions contained in the 1991 ISDA
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.
1. This Confirmation supplements, forms part of, and is subject
to, the Interest Rate and Currency Exchange Agreement dated as of May
13, 1993, 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.
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 50,000,000.00
Trade Date: January 24, 1995
Effective Date: January 26, 1995
Termination Date: January 26, 1998, subject to
adjustment in accordance with the
Modified Following Business Day
Convention
Fixed Amounts:
Fixed Rate Payer: Counterparty
Fixed Rate Payer Payment Dates: The 15th of every February,
May, August and November,
beginning with February 15,
1995 and ending on and
including the Termination Date
January 25, 1995
Page 2
Fixed Amount: Calculation x Fixed x Fixed Rate Day
Amount Rate Count Fraction
Fixed Rate: 7.91400%
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: 6.00000%
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
Calculation Agent: BofA
3. Account Details
Payment 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
Payment to Counterparty: Fed Funds to First Tennessee Bank Memphis, Tennessee ABA No.
0840-0002-6 A/C Embassy Suites Inc. Acct. No. 841 900
January 25, 1995
Page 3
4. Offices:
Office of BofA: The San Francisco Head Office
Office of Counterparty: Memphis, TN
Variations to the Agreement
for this Swap Transaction: None
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 NT
& SA San Francisco Telex No. 249839 Answer Back OPRST UR or Rapifax
No. 415-624-1101 Attention: Derivative Products Operations,
substantially in the form below:
Quote
We acknowledge receipt of your rapidfax dated January 25, 1995
with respect to the Swap Transaction entered into on January 24, 1995
between Embassy Suites, Inc. and Bank of America National Trust and
Savings Association with a Notional Amount of USD 50,000,000.00 and a
Termination Date of January 26, 1998, and confirm our agreement to be
bound by the terms specified in such rapidfax.
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/Scott K. Rosebrook
-----------------------------------
Name: Scott K. Rosebrook
-----------------------------------
Title: Vice President
-----------------------------------
Confirmed as of the
date first above written:
EMBASSY SUITES, INC.
By: /s/Carol G. Champion By:
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Name: Carol G. Champion Name:
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Title: Assistant Treasurer Title:
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