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EXHIBIT 10.55
[CHASE LETTERHEAD]
Group 1 Automotive, Inc.
950 Echo Lane, Suite 350
Houston, Texas 77024
Attn: Scott L. Thompson
Re: SWAP TRANSACTION (OUR REFERENCE NO. 898)
Ladies and Gentlemen:
The purpose of this letter agreement is to set forth the terms and conditions
of the Swap Transaction entered into between us on the Trade Date below (the
"Swap Transaction"). It constitutes a "Confirmation" as referred to in the
Master Agreement described below.
The definitions and provisions contained in the 1991 ISDA Definitions (as
published by the International Swap Dealers Association, Inc., now known as 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 this Swap Transaction and to perform its obligations
hereunder and (ii) the person executing this Confirmation is duly authorized to
execute and deliver it.
1. This Confirmation supplements, forms part of, and is subject to, the
Master Agreement in the form published by ISDA (the "Agreement"), as if
you and we had executed that agreement (but without any Schedule
thereto) and the Agreement shall be governed by and construed in
accordance with the laws of the State of Texas. All provisions
contained or incorporated by reference in the Agreement shall govern
this Confirmation except as expressly modified below. In addition, you
and we agree to use our best efforts promptly to negotiate, execute and
deliver a Master Agreement (in the form published by ISDA). Upon
execution and delivery by you and us of that agreement (i) this
Confirmation shall supplement, form a part of, and be subject to that
agreement and (ii) all provisions contained or incorporated by reference
in that agreement shall govern this Confirmation except as expressly
modified below.
2. The terms of the particular Rate Swap Transaction to which this
Confirmation relates are as follows:
Notional Amount: USD 75,000,000
Trade Date: January 23, 1998
Effective Date: January 27, 1998
Termination Date: December 15, 2000
FIXED AMOUNTS:
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Fixed Rate Payer: Group 1 Automotive ("Counterparty")
Fixed Rate Payer Payment Dates: The 15th day of each month of
each year,
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commencing February 15, 1998
to and including the
Termination Date, subject to
adjustment in accordance with
the Modified Following
Business Day Convention.
Fixed Rate: 5.66 percent
Fixed Rate Day Count Fraction: Actual/360
FLOATING AMOUNTS:
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Floating Rate Payer: Chase Bank of Texas National
Association ("CBT")
Floating Rate Payer Payment Dates: Same as the Fixed Rate Payer
Payment Dates
Floating Rate for the Initial
Calculation Period: 5.60547 percent
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: One month
Floating Rate Day Count Fraction: Actual/360
Reset Dates: The first day of each
Calculation Period
Compounding: Inapplicable
Business Days: New York Business Days and
London Business Days
Calculation Agent: CBT
Payments to TCB: Chase Bank of Texas - Houston
ABA No. 113-000-609
Capital Markets Dept. - Rate
Swaps CR Acct. No. 00100381608
Attn: Ginger Vollert
Payments to Counterparty: Comerica
ABA No. 072-000-096
Account No. 1850-796648
Favor of: Rate Swap
Governing Law: The laws of the State of Texas
Each party has entered into this Swap Transaction solely in reliance on its own
judgment. Neither party has any fiduciary obligation to the other party
relating to this Swap Transaction. In addition, neither party has held itself
out as advising, or has held out any of its employees or agents as having the
authority to advise, the other party as to whether or not the other party
should enter into this Swap Transaction, any subsequent actions relating to
this Swap Transaction or any other matters relating to this Swap Transaction.
Neither party shall have any responsibility or liability whatsoever in respect
of any advice of this nature given, or views expressed, by it or any of such
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persons to the other party relating to this Swap Transaction, whether or not
such advice is given or such views are expressed at the request of the other
party.
THE AGREEMENT AND THIS WRITTEN CONFIRMATION REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
Please confirm that the foregoing correctly sets forth the terms and conditions
of our agreement by responding within one (2) Business Days by returning via
facsimile an executed copy of this Confirmation to the attention of JIM SHIELDS
(facsimile no. (713) 216-4919; telephone no. (713) 216-5482.)
Chase Bank of Texas is pleased to have concluded this transaction with you.
Very truly yours,
CHASE BANK OF TEXAS
NATIONAL ASSOCIATION
By: /s/ CAROLYN BETTI
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Carolyn Betti
Vice President
Accepted and confirmed as
of the date first written:
GROUP 1 AUTOMOTIVE
By: /s/ SCOTT THOMPSON
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Scott Thompson
Senior Vice President