Exhibit 10(39)
CONFIRMATION FOR U.S. DOLLAR RATE SWAP TRANSACTION
UNDER EXISTING 1992 MASTER AGREEMENT
TO: PROMUS HOTELS, INC.
ATTN: CAROL CHAMPION
TEL: 901-762-4052
FAX: 901-680-7220
FROM: NationsBank, N.A.
233 S. Wacker Drive
Chicago, Illinois 60606
JEFF MCNEIL / JIM O'DONNELL
Date: 06DEC95 ***REVISED 11DEC95***
Our Reference No. 434460
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 ISDA Master Agreement specified below.
The definitions and provisions contained in the 1991 ISDA Definitions (as
published by the International Swaps and Derivatives Association, Inc.)
("Definitions") are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and this Confirmation this Confirmation
will govern.
1. This Confirmation supplements, forms part of, and is subject to, the ISDA
Master Agreement dated as of 30JUN95, 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:
Notional Amount: USD 12,500,000.00
Trade Date: 05DEC95
Effective Date: 15DEC95
Termination Date: 15DEC99, subject to adjustment in
accordance with the Modified Following
Business Day Convention.
FIXED AMOUNTS:
Fixed Rate Payer: PROMUS HOTELS, INC.
Fixed Rate Payer
Payment Dates: EACH MARCH 15, JUNE 15, SEPTEMBER 15,
AND DECEMBER 15, COMMENCING MARCH 15, 1996
AND ENDING DECEMBER 15, 1999, 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: 6.68%
Fixed Rate Payer Day
Count Fraction: ACTUAL/360
FLOATING AMOUNTS:
Floating Rate Payer: NATIONSBANK, N.A.
Floating Rate Payer
Reset Dates: First Day of Each Calculation Period
Floating Rate Payer
Payment Dates: EACH MARCH 15, JUNE 15, SEPTEMBER 15,
AND DECEMBER 15, COMMENCING MARCH 15, 1996
AND ENDING DECEMBER 15, 1999, 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 MONTH
Spread: NONE
Floating Rate for Initial
Calculation Period: TO BE SET
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.
PAYMENT INSTRUCTIONS:
Payment to NationsBank: Payment to PROMUS HOTELS, INC.:
NATIONSBANK N.A.(CAROLINAS), PLEASE ADVISE
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 with 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 06DEC95 with respect to a Swap Transaction between
PROMUS HOTELS, INC. and NationsBank, N.A. with an initial Notional Amount of
USD 12,500,000.00 and a Termination Date of 15DEC99 and confirm that such fax
correctly sets forth the terms 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.
Yours Sincerely,
NationsBank, N.A.
By:______________________
Nick Kolick, Vice President
Authorized Signatory
Confirmed as of the date first written above:
PROMUS HOTELS, INC.
By:______________________
Authorized Signatory
CONFIRMATION FOR U.S. DOLLAR RATE SWAP TRANSACTION
UNDER EXISTING 1992 MASTER AGREEMENT
TO: PROMUS HOTELS, INC.
ATTN: CAROL CHAMPION
TEL: 901-762-4052
FAX: 901-680-7220
FROM: NationsBank, N.A.
233 S. Wacker Drive
Chicago, Illinois 60606
JEFF MCNEIL / JIM O'DONNELL
Date: 06DEC95 ***REVISED 11DEC95***
Our Reference No. 434450
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 ISDA Master Agreement specified below.
The definitions and provisions contained in the 1991 ISDA Definitions (as
published by the International Swaps and Derivatives Association, Inc.)
("Definitions") are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and this Confirmation this Confirmation
will govern.
1. This Confirmation supplements, forms part of, and is subject to, the ISDA
Master Agreement dated as of 30JUN95, 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:
Notional Amount: USD 12,500,000.00
Trade Date: 05DEC95
Effective Date: 15DEC95
Termination Date: 15DEC98, subject to adjustment in
accordance with the Modified Following
Business Day Convention.
FIXED AMOUNTS:
Fixed Rate Payer: PROMUS HOTELS, INC.
Fixed Rate Payer
Payment Dates: EACH MARCH 15, JUNE 15, SEPTEMBER 15, AND
DECEMBER 15, COMMENCING MARCH 15, 1996 AND
ENDING DECEMBER 15, 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: 6.92%
Fixed Rate Payer Day
Count Fraction: ACTUAL/360
FLOATING AMOUNTS:
Floating Rate Payer: NATIONSBANK, N.A.
Floating Rate Payer
Reset Dates: First Day of Each Calculation Period
Floating Rate Payer
Payment Dates: EACH MARCH 15, JUNE 15, SEPTEMBER 15,
AND DECEMBER 15, COMMENCING MARCH 15, 1996
AND ENDING DECEMBER 15, 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 MONTH
Spread: NONE
Floating Rate for Initial
Calculation Period: TO BE SET
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.
PAYMENT INSTRUCTIONS:
Payment to NationsBank: Payment to PROMUS HOTELS, INC.:
NATIONSBANK N.A.(CAROLINAS), PLEASE ADVISE
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 with 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 06DEC95 with respect to a Swap Transaction between
PROMUS HOTELS, INC. and NationsBank, N.A. with an initial Notional Amount of
USD 12,500,000.00 and a Termination Date of 15DEC98 and confirm that such fax
correctly sets forth the terms 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.
Yours Sincerely,
NationsBank, N.A.
By:______________________
Nick Kolick, Vice President
Authorized Signatory
Confirmed as of the date first written above:
PROMUS HOTELS, INC.
By:______________________
Authorized Signatory