EXHIBIT 10.34
[CHASE LOGO]
[STAMP]
THE CHASE MANHATTAN BANK
C/O Global Derivative Operations
4 Chase Metrotech Center, 17th Floor
Brooklyn, New York 11245
INTEREST RATE SWAP CONFIRMATION
TO : GROUP ONE AUTOMOTIVE
C/O CHASE BANK OF TEXAS
ATTN : Kelly Coker
FAX : 713-647-5858
DATE : 23 July 2001
RE : Transaction Reference No. 0003138757 / 58674057
The purpose of this letter agreement is to confirm the terms and
conditions of the Transaction entered into between us on the Trade Date below.
It constitutes a "Confirmation" as referred to in the ISDA Master Agreement
described below.
The definitions and provisions contained in the 2000 ISDA Definitions
as published by the International Swaps and Derivatives Association, Inc.
("ISDA") are incorporated into this Confirmation. In the event of any
inconsistency between those definitions and provisions and this Confirmation,
this Confirmation will govern. Each party represents and warrants to the other
that (i) it is duly authorized to enter into the Transaction to which this
Confirmation relates and to perform its obligations hereunder and (ii) the
person executing this Confirmation is duly authorized to execute and deliver it.
1. This Confirmation evidences a complete and binding agreement between
you and us as to the terms of the Transaction to which this
Confirmation relates. In addition, you and we agree to use all
reasonable efforts to promptly negotiate, execute, and deliver an
agreement in the form of the ISDA Master Agreement (Multicurrency-Cross
Border) (the "ISDA Form"), with such modifications as you and we will
in good faith agree. Upon the execution by you and we of such an
agreement, this Confirmation will supplement, form a part of, and be
subject to, that agreement. All provisions contained or incorporated by
reference in that agreement upon its execution will govern this
Confirmation except as expressly modified below. Until you and we
execute that agreement, this Confirmation, together with all other
documents referring to the ISDA Form (each a "Confirmation") confirming
transactions (each a "Transaction") entered into between you and we
(notwithstanding anything to the contrary in a Confirmation), shall
supplement, form a part of, and be subject to an agreement in the form
of the ISDA Form as if you and we had executed an agreement in such
form (but without any Schedule except for the election of the laws of
the State of New York as the governing law and United States Dollars as
the Termination Currency) on the Trade Date of the first such
Transaction between you and we. In the event of any inconsistency
between provisions of that agreement and this Confirmation, this
Confirmation will prevail for the purpose of the Transaction to which
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Confirmation - Swap Transaction
this Confirmation relates.
The parties to this Transaction are The Chase Manhattan Bank
("Chase") and GROUP ONE AUTOMOTIVE (the "Counterparty").
2. The terms of the particular Transaction to which this Confirmation
relates are as follows:
NOTIONAL AMOUNT: USD 100,000,000.00
TRADE DATE: 23 July 2001
EFFECTIVE DATE: 25 July 2001
TERMINATION DATE: 25 July 2003, subject to adjustment in
accordance with the Modified Following
Business Day Convention.
FIXED AMOUNTS:
FIXED RATE PAYER: COUNTERPARTY
FIXED RATE PAYER
PAYMENT DATES: 25th of each month of each year commencing
with 25 August 2001 and ending with, and
including, the Termination Date, subject to
adjustment in accordance with the Modified
Following Business Day Convention.
FIXED RATE: 4.397500 percent
FIXED RATE
DAY COUNT FRACTION: Actual/360
BUSINESS DAYS: London, New York
FLOATING AMOUNTS:
FLOATING RATE PAYER: CHASE
FLOATING RATE PAYER
PAYMENT DATES: 25th of each month of each year commencing
with 25 August 2001 and ending with, and
including, the Termination Date, subject to
adjustment in accordance with the Modified
Following Business Day Convention.
FLOATING RATE FOR INITIAL
CALCULATION PERIOD: 3.792500 percent
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FLOATING RATE OPTION: USD - LIBOR - BBA
SPREAD: None
DESIGNATED MATURITY: 1 Month
RESET DATES: The first day of each Calculation Period.
COMPOUNDING: Not Applicable
FLOATING RATE
DAY COUNT FRACTION: Actual/360
BUSINESS DAYS: London, New York
CALCULATION AGENT: Chase
3. ACCOUNT DETAILS
PAYMENTS TO CHASE:
CHASE MANHATTAN BANK, NEW YORK, FED ABA
021-000-021, A/C# 900-9-001364
PAYMENTS TO
COUNTERPARTY: To be Advised
4. Office, address and telephone number for Notices in connection with
this Transaction
(a) COUNTERPARTY: its Office in
To be Advised
(b) CHASE: its head Office in
New York c/o Global Derivatives Operations
4 Chase Metrotech Center, 17th Floor
Brooklyn, New York 11245
5. DOCUMENTS TO BE DELIVERED
i) Each party shall deliver to the other, at the time of its execution
of this Confirmation, evidence of the incumbency and specimen signature
of the person(s) executing this Confirmation, unless such evidence has
been previously supplied and remains true and
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Confirmation - Swap Transaction
in effect.
ii) In connection with the agreement to be executed by the parties
referred to in part 1 hereof, Counterparty agrees to deliver to Chase
an opinion of counsel in form and substance satisfactory to Chase.
6. GOVERNING LAW
The laws of the State of New York, provided, however, that upon
execution of the agreement referred to in part 1 hereof, this
Confirmation shall be governed by the law governing such agreement.
7. RELATIONSHIP BETWEEN PARTIES
Each party will be deemed to represent to the other party on the date
on which it enters into a Transaction that (absent a written agreement
between the parties that expressly imposes affirmative obligations to
the contrary for that Transaction):-
(a) Non-Reliance. It is acting for its own account, and it has made its
own independent decisions to enter into that Transaction and as to
whether that Transaction is appropriate or proper for it based upon its
own judgement and upon advice from such advisers as it has deemed
necessary. It is not relying on any communication (written or oral) of
the other party as investment advice or as a recommendation to enter
into that Transaction; it being understood that information and
explanations related to the terms and conditions of a Transaction shall
not be considered investment advice or a recommendation to enter into
that Transaction. No communication (written or oral) received from the
other party shall be deemed to be an assurance or guarantee as to the
expected results of that Transaction.
(b) Assessment and Understanding. It is capable of assessing the merits
of and understanding (on its own behalf or through independent
professional advice), and understands and accepts, the terms,
conditions and risks of that Transaction. It is capable of assuming,
and assumes the risks of that Transaction.
(c) Status of Parties. The other party is not acting as a fiduciary for
or an adviser to it in respect of that Transaction.
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Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing a copy of this Confirmation and returning it to
us.
Yours sincerely,
THE CHASE MANHATTAN BANK
By: /s/ DEBORAH HOOPER
Name: Deborah Hooper
Title: Vice President
Confirmed as of the date first
above written:
GROUP ONE AUTOMOTIVE
By: /s/ SCOTT L. THOMPSON
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Name: Scott L. Thompson
-----------------------------
Title: Sr. V.P., CFO and Treasurer
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