EXHIBIT 4(13)
CONFIRMATION FOR U.S. DOLLAR RATE SWAP TRANSACTION
UNDER EXISTING IRCEA
TO: HARRAH'S OPERATING COMPANY, INC.
ATTN: KATIE WEIEN
TEL: 901-762-8838
FAX: 901-762-8998
FROM: NationsBank, N.A.
233 S. Wacker Drive
Chicago, Illinois 60606
JEFF MCNEILL/JIM O'DONNELL
Date: 21DEC95
Our Reference #: 441010
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: 20DEC95
Effective Date: 22DEC95
Termination Date: 22MAR00, subject to adjustment in
accordance with the Modified Following
Business Day Convention.
Fixed Amounts:
Payer of Fixed: HARRAH'S OPERATING COMPANY, INC.
Fixed Payer Payment Dates: EACH MARCH 22, JUNE 22, SEPTEMBER 22,
AND DECEMBER 22, COMMENCING MARCH 22,
1996 AND ENDING MARCH 22, 2000, 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: 6.951%
Fixed Rate Payer Day
Count Fraction: ACTUAL/360
Floating Amounts:
Payer of Floating: NATIONSBANK, N.A.
Floating Payer Reset
Dates: First Day of each Calculation Period
Floating Payer Payment
Dates: EACH MARCH 22, JUNE 22, SEPTEMBER 22, AND
DECEMBER 22, COMMENCING MARCH 22, 1996 AND
ENDING MARCH 22, 2000, 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
Spread: NONE
Floating Rate for Initial
Calculation Period: 5.66797%
Floating Rate Payer
Day Count Fraction: ACTUAL/360
Averaging: INAPPLICABLE
Rounding Factor: One-Hundred-Thousandth of One Percent
Calculation Agent: NationsBank, N.A.
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.
Payments to NationsBank: Payment to HARRAH'S OPERATING
NATIONSBANK N.A. (CAROLINAS), COMPANY, INC.:
CHARLOTTE
ABA 053000196
ACCT: 10852016511
ATTN: DERIVATIVE OPERATIONS
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) 234-3160; Telephone No.
(312) 234-2934, 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 21DEC95 with respect to a Swap
Transaction between HARRAH'S OPERATING COMPANY, INC. and NationsBank, N.A.
with a Notional Amount of USD 50,000,000.00 and a Termination Date of
22MAR00 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. is pleased to have concluded
this transaction with you.
Yours Sincerely,
NationsBank, N.A.
By: /s/John Stocchetti
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John Stocchetti, Senior Vice President
Authorized Signatory
Confirmed as of the date first written above:
HARRAH'S OPERATING COMPANY, INC.
By: /s/William S. McCalmont
----------------------------------
Authorized Signatory