EXHIBIT 4(12)
TO: Harrah's Operating Company, Inc. ("Counterparty")
Attn: Katie Weien
Rapidfax: (901) 762-8998
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: December 21, 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.
December 21, 1995
Page 2
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: December 20, 1995
Effective Date: December 22, 1995
Termination Date: March 22, 2000, subject to adjustment in
accordance with the Modified Following
Business Day Convention
Fixed Amounts:
Fixed Rate Payer: Counterparty
Fixed Rate Payer Payment Dates: The 22nd of every March, June,
September and December, beginning
with March 22, 1996 and ending on
and including the Termination Date
Fixed Amount: Calculation x Fixed x Fixed Rate Day
Amount Rate Count Fraction
Fixed Rate: 6.94500%
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: 5.66797%
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: Three (3) Months
Spread: None
December 21, 1995
Page 3
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
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 First Tennessee Bank
Memphis Tennessee ABA No. 0840-
0002-6 Account Harrah's Operating
Co. Inc. Account No. 841-900
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 December 21, 1995 with
respect to the Swap Transaction entered into on December 20, 1995 between
Harrah's Operating Company, Inc.
December 21, 1995
Page 4
and Bank of America National Trust and Savings Association with a Notional
Amount of USD 50,000,000.00 and a Termination Date of March 22, 2000, and
confirm our agreement to be bound by the terms specified in such rapidfax.
Unquote
Yours sincerely,
For and on behalf of:
Bank of America National
Trust and Savings Association
By: /s/Robert Oxenburgh
------------------------
Name: Robert Oxenburgh
------------------------
Title: Vice President
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Confirmed as of the
date first above written:
Harrah's Operating Company, Inc.
By: /s/William S. McCalmont By:
--------------------------- ------------------------
Name: William S. McCalmont Name:
--------------------------- ------------------------
Title: Vice President & Treasurer Title:
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LC(51220S1Z)