EX-10.1
CONFIRMATION FOR U.S. DOLLAR RATE SWAP TRANSACTION
UNDER EXISTING 1992 MASTER AGREEMENT
TO: PROMUS HOTELS, INC.
1023 CHERRY ROAD
MEMPHIS, TN 38117
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: 22JAN96
Our Reference No. 448760
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: 18JAN96
Effective Date: 22JAN96
Termination Date: 24JAN00, subject to adjustment in
accordance with the Modified Following
Business Day Convention.
Fixed Amounts:
Fixed Rate Payer: PROMUS HOTELS, INC.
26
Fixed Rate Payer
Payment Dates: EACH JANUARY 22, APRIL 22, JULY 22, AND
OCTOBER 22, COMMENCING APRIL 22, 1996 AND
ENDING JANUARY 24, 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: 6.52%
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 JANUARY 22, APRIL 22, JULY 22, AND
OCTOBER 22, COMMENCING APRIL 22, 1996 AND
ENDING JANUARY 24, 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 MONTH
Spread: NONE
Floating Rate for Initial
Calculation Period: 5.50%
Floating Rate Payer
Day Count Fraction: ACTUAL/360
Averaging: INAPPLICABLE
Rounding Factor: One-Hundred-Thousandth of One Percent
27
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. - CHARLOTTE PLEASE ADVISE
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 22JAN96 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 24JAN00 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.
Yours Sincerely,
By:
------------------------
Nick Kolick, Vice President
Authorized Signatory
Confirmed as of the date first written above:
PROMUS HOTELS, INC.
By:
------------------------
Authorized Signatory
28
CONFIRMATION FOR U.S. DOLLAR RATE SWAP TRANSACTION
UNDER EXISTING 1992 MASTER AGREEMENT
TO: PROMUS HOTELS, INC.
1023 CHERRY ROAD
MEMPHIS, TN 38117
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: 22JAN96
Our Reference No. 448770
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: 18JAN96
Effective Date: 22JAN96
Termination Date: 22JAN99, subject to adjustment in
accordance with the Modified Following
Business Day Convention.
Fixed Amounts:
Fixed Rate Payer: PROMUS HOTELS, INC.
29
Fixed Rate Payer
Payment Dates: EACH JANUARY 22, APRIL 22, JULY 22, AND
OCTOBER 22, COMMENCING APRIL 22, 1996 AND
ENDING JANUARY 22, 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: 6.74%
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 JANUARY 22, APRIL 22, JULY 22, AND
OCTOBER 22, COMMENCING APRIL 22, 1996 AND
ENDING JANUARY 22, 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: 5.50%
Floating Rate Payer
Day Count Fraction: ACTUAL/360
Averaging: INAPPLICABLE
Rounding Factor: One-Hundred-Thousandth of One Percent
30
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. - CHARLOTTE PLEASE ADVISE
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 22JAN96 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 22JAN99 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.
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
31