EXHIBIT 4 (15)
CONFIRMATION FOR U.S. DOLLAR RATE SWAP TRANSACTION
UNDER EXISTING IRCEA
TO: EMBASSY SUITES INC.
1023 CHERRY ROAD
MEMPHIS, TN 38117
ATTN: CAROL CHAMPION
TEL: 901-762-8770
FAX: 901-762-4060
FROM: NationsBank, N.A. (Carolinas)
440 S. LaSalle
Chicago, Illinois 60605
JEFF MCNEIL / SEAN DOYLE
Date: 25JAN95
Our Reference #: 292050
The purpose of this letter agreement is to confirm the terms and
conditions of the Swap 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 Interest
Rate and Currency Exchange 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 18MAY93,
as amended and supplemented from time to time (the "Agreement"),
between you and us. All provisions contained in the Agreement shall
govern this Confirmation except as expressly modified below.
2. The terms of the Swap Transaction to which this Confirmation
relates are as follows:
Currency/Notional Amount: USD 50,000,000.00
Trade Date: 24JAN95
Effective Date: 26JAN95
Termination Date: 26JAN98, subject to adjustment in accordance with the Modified
Following Business Day Convention.
Fixed Amounts:
Payer of Fixed: EMBASSY SUITES INC.
Fixed Payer Payment Dates: EACH JANUARY 26, APRIL 26, JULY 26, AND OCTOBER 26, COMMENCING
APRIL 26, 1995 AND ENDING JANUARY 26, 1998, SUBJECT TO
ADJUSTMENT IN ACCORDANCE WITH THE MODIFIED FOLLOWING BUSINESS
DAY CONVENTION.
Fixed Rate Payer Business
Day Convention: MODIFIED FOLLOWING BUSINESS DAY
Fixed Rate Payer
Business Days: NEW YORK, LONDON
Fixed Rate: 7.915%
Fixed Rate Payer Day
Count Fraction: ACTUAL/360
Floating Amounts:
Payer of Floating: NATIONSBANK, N.A. (CAROLINAS)
Floating Payer Reset
Dates: First Day of each Calculation Period
Floating Payer Payment
Dates: EACH JANUARY 26, APRIL 26, JULY 26, AND OCTOBER 26, COMMENCING
APRIL 26, 1995 AND ENDING JANUARY 26, 1998, SUBJECT TO
ADJUSTMENT IN ACCORDANCE WITH THE MODIFIED FOLLOWING BUSINESS
DAY CONVENTION.
Floating Rate Payer
Business Days: NEW YORK, LONDON
Floating Rate Payer
Business Day Convention: MODIFIED FOLLOWING BUSINESS DAY
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: 3 MONTHS
Initial USD/LIBOR: 6.3125%
Spread: NONE
Floating Rate for Initial
Calculation Period: 6.3125%
Floating Rate Payer
Day Count Fraction: ACTUAL/360
Averaging: INAPPLICABLE
Rounding Factor: One-Hundred-Thousandth of One Percent
Calculation Agent: NationsBank, N.A. (Carolinas)
Assignment: This Swap Transaction may be assigned only with prior written
consent.
Legal and Out-of-Pocket
Expenses: For each party's own account.
Governing Law: The Laws of the State of New York.
Recording of Conversations: Each party to this Agreement acknowledges and agrees to the tape
or electronic recording of conversations between the parties to
this Agreement whether by one or other or both of the parties,
and that any such recordings may be submitted in evidence in any
action or proceeding relating to the Agreement or any
Transaction.
Payment Instructions:
Payments to NationsBank: Payment to EMBASSY SUITES INC.
NATIONSBANK N.A. (CAROLINAS), FIRST TENNESSEE BANK
CHARLOTTE A/C# 841900
ABA 053000196 ABA# 084000026
ACCT: 10852016511 IN FAVOR OF: EMBASSY SUITES, INC.
ATTN: DERIVATIVE OPERATIONS REPETITIVE 42703F
Please confirm that the foregoing correctly sets forth the terms and
conditions of our agreement by responding within three (3) Business
Days by either (i) returning via telecopier an executed copy of this
Confirmation to the attention of Marge Szymczak, Fax No. (312) 431-
3160; Telephone No. (312) 431-2934, or (ii) sending a telex to Marge
Szymczak (Telex No. 4330469, answerback: CRT CGO) substantially to
the following effect: "We acknowledge receipt of your fax dated
25JAN95 with respect to a Swap Transaction between EMBASSY SUITES INC.
and NationsBank, N.A. (Carolinas) with a Notional Amount of USD
50,000,000.00 and a Termination Date of 26JAN98 and confirm that such
fax correctly sets forth the term of our agreement relating to the
Swap Transaction described therein. Very truly yours,
, by (specify name and title of
authorized officer)." Failure to respond within such period shall not
affect the validity or enforceability of this Swap Transaction, and
shall be deemed to be an affirmation of the terms and conditions
contained herein, absent manifest error.
NationsBank, N.A. (Carolinas) is pleased to have concluded this
transaction with you.
Yours Sincerely,
NationsBank, N.A. (Carolinas)
By: /s/Nick Kolick
-------------------------------------------------
Nick Kolick, Vice President
Authorized Signatory
Confirmed as of the date first written above:
EMBASSY SUITES INC.
By: /s/Carol G. Champion, Asst. Treasurer
-------------------------------------------------
Authorized Signatory
CONFIRMATION FOR U.S. DOLLAR RATE SWAP TRANSACTION
UNDER EXISTING IRCEA
TO: EMBASSY SUITES INC.
1023 CHERRY ROAD
MEMPHIS, TN 38117
ATTN: CAROL CHAMPION
TEL: 901-762-8770
FAX: 901-762-4060
FROM: NationsBank, N.A. (Carolinas)
440 S. LaSalle
Chicago, Illinois 60605
JEFF MCNEIL / SEAN DOYLE
Date: 25JAN95
Our Reference #: 291790
The purpose of this letter agreement is to confirm the terms and
conditions of the Swap 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 Interest
Rate and Currency Exchange 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 18MAY93,
as amended and supplemented from time to time (the "Agreement"),
between you and us. All provisions contained in the Agreement shall
govern this Confirmation except as expressly modified below.
2. The terms of the Swap Transaction to which this Confirmation
relates are as follows:
Currency/Notional Amount: USD 50,000,000.00
Trade Date: 24JAN95
Effective Date: 26JAN95
Termination Date: 28JAN97, subject to adjustment in accordance with the Modified
Following Business Day Convention.
Fixed Amounts:
Payer of Fixed: EMBASSY SUITES INC.
Fixed Payer Payment Dates: EACH MARCH 15, JUNE 15, SEPTEMBER 15, AND DECEMBER 15, WITH
FINAL PAYMENT JULY 28, 1997, COMMENCING MARCH 15, 1995 AND
ENDING JULY 28, 1997, SUBJECT TO ADJUSTMENT IN ACCORDANCE WITH
THE MODIFIED FOLLOWING BUSINESS DAY CONVENTION.
Fixed Rate Payer Business
Day Convention: MODIFIED FOLLOWING BUSINESS DAY
Fixed Rate Payer
Business Days: NEW YORK, LONDON
Fixed Rate: 7.8625%
Fixed Rate Payer Day
Count Fraction: ACTUAL/360
Floating Amounts:
Payer of Floating: NATIONSBANK, N.A. (CAROLINAS)
Floating Payer Reset
Dates: First Day of each Calculation Period
Floating Payer Payment
Dates: EACH MARCH 15, JUNE 15, SEPTEMBER 15, AND DECEMBER 15, WITH
FINAL PAYMENT JULY 28, 1997, COMMENCING MARCH 15, 1995 AND
ENDING JULY 28, 1997, SUBJECT TO ADJUSTMENT IN ACCORDANCE WITH
THE MODIFIED FOLLOWING BUSINESS DAY CONVENTION.
Floating Rate Payer
Business Days: NEW YORK, LONDON
Floating Rate Payer
Business Day Convention: MODIFIED FOLLOWING BUSINESS DAY
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: 3 MONTHS
Initial USD/LIBOR: 6.1875%
Spread: NONE
Floating Rate for Initial
Calculation Period: 6.1875%
Floating Rate Payer
Day Count Fraction: ACTUAL/360
Averaging: INAPPLICABLE
Rounding Factor: One-Hundred-Thousandth of One Percent
Calculation Agent: NationsBank, N.A. (Carolinas)
Assignment: This Swap Transaction may be assigned only with prior written
consent.
Legal and Out-of-Pocket
Expenses: For each party's own account.
Governing Law: The Laws of the State of New York.
Recording of Conversations: Each party to this Agreement acknowledges and agrees to the tape
or electronic recording of conversations between the parties to
this Agreement whether by one or other or both of the parties,
and that any such recordings may be submitted in evidence in any
action or proceeding relating to the Agreement or any
Transaction.
Payment Instructions:
Payments to NationsBank: Payment to EMBASSY SUITES INC.:
NATIONSBANK N.A. (CAROLINAS), FIRST TENNESSEE BANK
CHARLOTTE A/C# 841900
ABA 053000196 ABA# 084000026
ACCT: 10852016511 IN FAVOR OF: EMBASSY SUITES, INC.
ATTN: DERIVATIVE OPERATIONS REPETITIVE 42703F
Please confirm that the foregoing correctly sets forth the terms and
conditions of our agreement by responding within three (3) Business
Days by either (i) returning via telecopier an executed copy of this
Confirmation to the attention of Marge Szymczak, Fax No. (312) 431-
3160; Telephone No. (312) 431-2934, or (ii) sending a telex to Marge
Szymczak (Telex No. 4330469, answerback: CRT CGO) substantially to
the following effect: "We acknowledge receipt of your fax dated
25JAN95 with respect to a Swap Transaction between EMBASSY SUITES INC.
and NationsBank, N.A. (Carolinas) with a Notional Amount of USD
50,000,000.00 and a Termination Date of 28JAN97 and confirm that such
fax correctly sets forth the term of our agreement relating to the
Swap Transaction described therein. Very truly yours,
, by (specify name and title of
authorized officer)." Failure to respond within such period shall not
affect the validity or enforceability of this Swap Transaction, and
shall be deemed to be an affirmation of the terms and conditions
contained herein, absent manifest error.
NationsBank, N.A. (Carolinas) is pleased to have concluded this
transaction with you.
Yours Sincerely,
NationsBank, N.A. (Carolinas)
By: /s/Nick Kolick
-------------------------------------------------
Nick Kolick, Vice President
Authorized Signatory
Confirmed as of the date first written above:
EMBASSY SUITES INC.
By: /s/Carol G. Champion, Asst. Treasurer
-------------------------------------------------
Authorized Signatory