EXHIBIT 4 (17)
March 16, 1995
EMBASSY SUITES, INC.
c/o The Promus Companies Incorporated
1023 Cherry Road
Memphis, TN
38117 USA
Attention: William McCalmont, Treasurer
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Dear Sirs,
Re: Our Swap Reference No. S07757
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The purpose of this letter agreement is to set forth 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 Swap Dealers
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. The Confirmation supplements, forms part of, and is subject to,
the Interest Rate and Currency Exchange Agreement dated as of
October 22, 1992, as amended and supplemented from time to time
(the "Agreement"), between THE BANK OF NOVA SCOTIA, NEW YORK
("Party A") and EMBASSY SUITES, INC. ("Party B"). All provisions
contained in the Agreement govern this Confirmation except as
expressly modified below.
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: 16-Mar-1995
Effective Date: 20-Mar-1995
Termination Date: 20-Mar-2000; subject to adjustment in accordance with the
Modified Following Business Day Convention.
Fixed Amounts:
Fixed Rate Payer: EMBASSY SUITES, INC.
Fixed Rate Payer
Payment Dates: Adjusted in accordance with the Modified Following Business Day
convention
20-Jun-1995 20-Sep-1995 20-Dec-1995 20-Mar-1996
20-Jun-1996 20-Sep-1996 20-Dec-1996 20-Mar-1997
20-Jun-1997 20-Sep-1997 20-Dec-1997 20-Mar-1998
20-Jun-1998 20-Sep-1998 20-Dec-1998 20-Mar-1999
20-Jun-1999 20-Sep-1999 20-Dec-1999 20-Mar-2000
EMBASSY SUITES, INC.
16-Mar-1995
Page 2
Fixed Rate: 6.9850% (Paid Quarterly)
Fixed Rate Day
Count Fraction: Actual/360
Floating Amounts:
Floating Rate Payer: THE BANK OF NOVA SCOTIA
Floating Rate Payer
Payment Dates: Adjusted in accordance with the Modified Following Business Day
convention
20-Jun-1995 20-Sep-1995 20-Dec-1995 20-Mar-1996
20-Jun-1996 20-Sep-1996 20-Dec-1996 20-Mar-1997
20-Jun-1997 20-Sep-1997 20-Dec-1997 20-Mar-1998
20-Jun-1998 20-Sep-1998 20-Dec-1998 20-Mar-1999
20-Jun-1999 20-Sep-1999 20-Dec-1999 20-Mar-2000
Floating Rate for initial
Calculation Period: 6.2500% (For the period March 20, 1995 to June 20, 1995)
Floating Rate Option: USD-LIBOR-BBA
Floating Rate Day
Count Fraction: Actual/360
Designated Maturity: 3 months
Spread: None
Reset Dates: The first date of the relevant Calculation period.
Compounding: Inapplicable
Compounding Dates: Inapplicable
Business Days for Payments: New York and London
Calculation Agent: The Bank of Nova Scotia
3. Credit Support Documents**:
(i) The Guarantee Agreement (as defined in the Master
Facility Agreement but excluding the guarantee of the
Company pursuant to Article X of the Master Facility
Agreement), each as amended by an Amendment and Waiver
(the "Amendment and Waiver") dated as of October 1,
1992 among Embassy Suites, Inc., The Promus Companies
Incorporated, the Collateral Grantors and Guarantors
listed on the signature pages thereof, the banks listed
on the signature pages thereof, The Bank of New York,
Bankers Trust Company, Citibank, N.A., Credit Lyonnais
and The Sumitomo Bank, Limited, New York Branch as
managing agents and the Collateral Agents listed on the
signature pages thereof.
(ii) The Amended and Restated Master Collateral Agreement,
as amended by the Amendment and Waiver.
EMBASSY SUITES, INC.
16-Mar-1995
Page 3
(iii) The Deed of Trust, the Mortgage and the Assignment
of Leases and Rents, each as amended by amendments
thereto dated as of or about October 1, 1992.
(iv) Endorsements to title insurance policies relating to
the properties underlying The Deed of Trust, the
Mortgage and the Assignment of Leases and Rents.
4. Account Details
Payments to THE BANK OF NOVA SCOTIA:
Account for payment in USD: The Bank of Nova Scotia
New York Agency
1 Liberty Plaza, 165 Broadway
26th Floor, N. Y., New York
ABA 0260-02532 A/C 6027-36
Attn: Capital Markets/Mer. Bkg
Payments to EMBASSY SUITES, INC.:
Account for payments in USD: First Tennessee Bank, Memphis,
TN
ABA 084000026
f/o Embassy Suites, Inc.
Account No. 841900
Attn: Wes Oates
5. The parties hereto agree that this Confirmation, whether received
in original or facsimile form, may be executed in counterparts,
which execution may be effected by means of facsimile
transmission, and which when taken together shall constitute a
single and original agreement between the parties and a binding
supplement to the Agreement. Where execution is affected by
means of facsimile transmission, the parties agree that the
sender's signature as printed by the recipient's facsimile
machine shall be deemed to be the sender's original signature.
Please confirm that the foregoing correctly sets forth the terms
of our agreement by executing the copy of this confirmation enclosed
for that purpose and returning it to us.
Yours sincerely,
THE BANK OF NOVA SCOTIA
By: /s/ Mary J. Rynn
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Name: Mary J. Rynn
Title: Manager
Confirmed as of the date first written:
EMBASSY SUITES, INC.
By: /s/Carol G. Champion
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Name: Carol G. Champion
Title: Assistant Treasurer
By:
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Name:
Title: