EXHIBIT 10.3
[BANK]
BAKER HUGHES INCORPORATED
3900 ESSES LANE SUITE 1200
P.O. BOX 4740
HOUSTON
ATTN: DOUG DOTY
DATE: 17OCT03
Re: Interest Rate Swap Transaction
Dear Sir/Madam,
The purpose of this letter (this "Confirmation") is to confirm the terms and
conditions of the Swap Transaction entered into between us on the Trade Date
specified below.
The definitions and provisions contained in the 2000 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.
References to "Party A" and "Party B" are for the purposes of this Confirmation
only.
1. This Confirmation constitutes a "Confirmation" as referred to in, and
supplements, forms part of and is subject to, the ISDA Master Agreement
dated as of 30July03, as amended and supplemented from time to time (the
"Agreement"), between
- [BANK] ("PARTY A") and
- Baker Hughes Incorporated ("PARTY B").
All provisions contained in the Agreement govern this Confirmation except
as expressly modified below.
2. The terms of the particular Swap Transaction to which this Confirmation
relates are as follows:
Notional Amount : USD 325,000,000.00
Trade Date : 16OCT03
Effective Date : 20OCT03
Termination Date : 15JAN09
SUBJECT TO ADJUSTMENT IN
ACCORDANCE WITH THE
MODIFIED FOLLOWING BUSINESS DAY
CONVENTION
FIXED AMOUNTS
Fixed Rate Payer : PARTY A
Fixed Rate Payer Payment Dates : EACH JANUARY 15, AND JULY 15,
COMMENCING JANUARY 15, 2004 AND
ENDING JANUARY 15, 2009,
SUBJECT T0 ADJUSTMENT IN
ACCORDANCE WITH THE MODIFIED
FOLLOWING BUSINESS DAY
CONVENTION, WITH NO ADJUSTMENT
TO PERIOD END DATES.
Fixed Rate (% Per Annum) : 6.2500
Fixed Rate Day Count Fraction : 30/360
FLOATING AMOUNTS
Floating Rate Payer : PARTY B
Floating Rate Payer Payment Dates : EACH JANUARY 15, AND JULY 15,
COMMENCING JANUARY 15, 2004 AND
ENDING JANUARY 15, 2009,
SUBJECT T0 ADJUSTMENT IN
ACCORDANCE WITH THE MODIFIED
FOLLOWING BUSINESS DAY
CONVENTION.
Floating Rate Day Count Fraction : ACTUAL/360
Floating Rate Option : USD-LIBOR-BBA
Floating Rate for the Initial
Calculation Period : 1.160
Designated Maturity : 6 MONTHS
(EXCEPT FOR THE INITIAL CALCULA-
TION PERIOD WHICH SHALL BE THE
LINEAR INTERPROLATION BETWEEN 2 &
3 MONTHS)
Spread (%) : PLUS 2.32
Reset Dates : THE FIRST DAY OF EACH
CALCULATION PERIOD
Business Days : LONDON, NEW YORK
Calculation Agent : PARTY A, UNLESS OTHERWISE
STATED IN THE MASTER AGREEMENT
3. ACCOUNT DETAILS
Payments to PARTY A
Correspondent Bank : [BANK INFORMATION)
Favour
A/c
Ref
Payments to PARTY B
Correspondent Bank : [BANK INFORMATION]
Account Number
for A/c of
Correspondent A/c
Intermediary
4. OFFICES
PARTY A : LONDON BRANCH
PARTY B : TEXAS
5. OTHER PROVISIONS
(A) RELATIONSHIP BETWEEN THE 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]:
(i) 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 judgment 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
explanation 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;
(ii) Assessment and Understanding. It is capable of assessing the merits
of and understanding (on its own behalf or through independent
professional advise), and understands and accepts the terms,
conditions and risks of that Transaction. It assumes the risks of
that Transaction;
(iii) Status of Parties. The other party is not acting as a fiduciary or an
adviser to it in respect of that Transaction;
(iv) Consultation. Discussions of termination or limitation of risk with
respect to the Transaction and/or provision by a party of indicative
valuations, financial analyses or other statements of valuation and
risk based on market movements (i) are based only on the party's
business and experience as a provider of financial services, (ii) are
subject only to the duty of each party to act in good faith and to no
other duty and (iii) do not constitute guarantees or assurances of
financial results or commitments to terminate or otherwise limit
exposure under the Transaction, it being understood that each party
undertakes duties, liabilities or obligations under the Agreement or
in respect of the Transaction only through written documentation
expressly so undertaking and signed by its duly authorized officer,
and;
(v) Awareness. In so far as Party B is not acting as a dealer or a market
professional in the relevant market, the transaction is entered into
in accordance with its authorized policies for purposes of hedging or
managing its assets, liabilities and/or investments or in connection
with a line of business (and not for speculation).
Please confirm that the foregoing correctly sets forth the terms of our
agreement by a return fax/telex to [BANK] to the attention of Derivatives
Documentation Unit:
Fax Number
Telephone Number
Yours faithfully,
By: By:
---------------------------------- ----------------------------------
Name: Name:
Title: Title:
By: /s/ H. Gene Shiels By:
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Baker Hughes Incorporated, Houston
Name: H. Gene Shiels Name:
Title: ASSISTANT TREASURER Title: