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EXHIBIT 10(B)
CONFIRMATION OF INTEREST RATE SWAP TRANSACTION
REVISED
Mr. Mitch Paull
Treasurer
Aaron Rents, Inc.
309 East Paces Ferry Road, N.E.
Atlanta, GA 30305
Ph#: 404/231-0011
Fax #: 404/240-6584
Dear Mr. Paull:
The purpose of this letter agreement is to set forth the AMENDED terms and
conditions, AS OF DECEMBER 31, 1997 of the Rate Swap Transaction entered into
between you and SunTrust Bank, Atlanta on the Trade Date of DECEMBER 26, 1996
WITH NOTIONAL AMOUNT OF US $10,000,000.00 AND MATURITY DATE OF NOVEMBER 16,
2000, specified below (the "Transaction" or "Rate Swap Transaction"). This
letter agreement constitutes a "Confirmation" as referred to in either the ISDA
Master Agreement or the Interest Rate and Currency Exchange Agreement entered
into by the parties hereto, prior to, or on the date hereof.
The definitions and provisions contained in the 1991 ISDA Definitions (the
"Definitions") published by the International Swap Dealers Association, Inc.
("ISDA") are incorporated by reference into this Confirmation. In the event of
any inconsistency between the Definitions and this Confirmation, this
Confirmation will govern.
1. This Confirmation supplements, forms a part of, and is subject to
the ISDA Master Agreement (a "Swap Agreement"), as amended and supplemented
from time to time, between you and SunTrust Bank, Atlanta. All provisions
contained or incorporated by reference in the Swap Agreement shall govern
this Confirmation except as expressly modified below. Prior to the
execution and delivery of such Swap Agreement, this Confirmation alone
shall constitute a complete and binding agreement with respect to the
Transaction.
Each party is hereby advised, and each such party acknowledges, that
the other party has engaged in (or refrained from engaging in) substantial
financial transactions and has taken other material actions in reliance
upon the parties' entry in the Transaction to which this Confirmation
relates on the terms and conditions set forth below.
This Confirmation will be governed by and construed in accordance with
the laws of the state of New York without reference to choice of law
doctrine.
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Type of Transaction: Rate Swap
Notional Amount: US $10,000,000.00
Trade Date: December 26, 1996
Effective Date: December 30, 1996
Termination Date: NOVEMBER 17, 2003, with adjustment in accordance
with the Modified Following Business Day
Convention
FIXED AMOUNTS:
Fixed Rate Payer: Counterparty
Fixed Rate Payer Payment Dates: The 16th day of each February, May, August and
November, beginning February 16, 1997 through
and including the Termination Date, subject to
adjustment in accordance with the Modified
Following Business Day Convention.
Fixed Rate: 6.71% PER ANNUM FROM DECEMBER 30, 1996 TO BUT
EXCLUDING DECEMBER 31, 1997. 6.50% PER ANNUM
FROM DECEMBER 31, 1997 TO BUT EXCLUDING THE
TERMINATION DATE.
Fixed Rate Day Count Fraction: Actual/360
FLOATING AMOUNTS:
Floating Rate Payer: SunTrust Bank, Atlanta
Floating Rate Payer Payment Dates: The 16th day of each February, May, August and
November, beginning February 16, 1997 through
and including the Termination Date, subject to
adjustment in accordance with the Modified
Following Business Day Convention.
Floating Rate for the Calculation Period 5.875% per annum.
Starting December 31, 1997:
Designated Maturity for all subsequent Three month
Calculation Periods:
Floating Rate Option: USD-LIBOR-BBA
Spread: Inapplicable
Floating Rate Day Count Fraction: Actual/360
Reset Dates: The Effective Date and each Floating Rate Payer
Payment Date except the Termination date.
Calculation Agent: SunTrust Bank, Atlanta
Business Days: New York
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2. OTHER PROVISIONS
a) Aaron Rents, Inc. agrees to provide a certificate of signing authority
and incumbency with respect to the individual executing this Confirmation as
well as a Corporate Resolution authorizing Aaron Rents, Inc. to enter into this
Transaction. This provision will constitute an additional Agreement for the
purpose of Section 3 of the Interest Rate Swap Agreement.
b) By signing this confirmation, Counterparty acknowledges they have
received and understand the SunTrust Bank, Atlanta "Terms of Dealing for OTC
Risk Management Transactions" and the "Risk Disclosure Statement for OTC Risk
Management Transactions".
3. ACCOUNT DETAILS:
Payment to Fixed Rate Payer:
SunTrust Bank, Atlanta
ABA# 061000104
FBO: Aaron Rents, Inc.
A/C#: 8800-527-494
Payments to Floating Rate Payer:
SunTrust Bank, Atlanta
ABA# 061000104
Bond Wire Clearing, Center 095
Attn: Financial Risk Management, Operations
4. OFFICES
(a) The Office of Fixed Rate Payer for the Transaction is its Atlanta
office; and
(b) The Office of Floating Rate Payer for the Transaction is its Atlanta
office.
Please confirm that the foregoing correctly sets forth the terms of our
agreement by signing this copy of this Confirmation and faxing it back to us at
the following fax number: 404-658-4835, Attn: Leslie Bales. An original
execution copy will be forwarded to you upon us receiving your faxed copy.
By signing below, you also acknowledge and agree that we have explained to
you the risks involved in this Transaction, which risks include but are not
limited to the following:
- Market Risk: the risk that the Transaction may increase or decrease
in value with a change in, among other things, interest rates or the
yield curve; and
- Liquidity Risk: the risk that the Transaction cannot be closed out or
disposed of quickly at or near its value.
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You further acknowledge and agree that you understand these risks and the
Transaction as a whole, that you are capable of managing the risks associated
with this Transaction, that the risks involved in this Transaction are
consistent with your financial goals, policies and procedures, and risk
tolerance, and that you have determined that this Transaction is appropriate for
you.
Very truly yours,
SUNTRUST BANK, ATLANTA
By:
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By:
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Accepted and Confirmed as
of the Date First Written:
AARON RENTS, INC.
By:
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Name:
Title:
By:
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Name:
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To: Aaron Rents, Inc.
Attn: Mitch Paull
Phone: (404) 231-0011 EXT. 309
Fax No.: (404) 240-6584
From: NBD Bank
Date: 30 Dec 97
Re: Our Ref: 8544.AB TRN ID: 1046030
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*AMENDED CONFIRMATION
We are pleased to confirm the terms of the transaction described below
between NBD Bank ("NBD") (the floating rate payer), and Aaron Rents, Inc.
("Aaron") (the fixed rate payer).
Type of transaction: Interest Rate Swap
Notional Amount: USD 10,000,000.00
TERM:
Trade Date: 26 Dec 96
Effective Date: 30 Dec 96
Termination Date: 17 Nov 03, subject to adjustment in accordance
with the modified following business day
convention
FIXED AMOUNTS:
Fixed Rate Payer: Aaron
Payment Dates: Each February 16, May 16, August 16, and
November 16, commencing February 16, 1997 and
ending November 16, 2000.
Business Day
Convention: Modified Following
Fixed Rate: *
From and Including To But Excluding Rate
30 Dec 96 17 Nov 97 6.7125 Pct.
17 Nov 97 17 Nov 03 6.5000 Pct.
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Fixed Rate Day Count Fraction: Actual/360
FLOATING AMOUNTS:
Floating Rate Payer: NBD
Payment Dates: Each February 16, May 16, August 16, and
November 16, commencing February 16, 1997 and
ending November 16, 2000.
Business Day Convention: Modified Following
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: 3 months
Floating Rate Day
Count Fraction: Actual/360
Reset Dates: The first day of each calculation period
Spread PCT: None
Initial Floating Rate:
(including spread) 5.62153 Pct.
Compounding: Inapplicable
Averaging: Inapplicable
Method of Averaging:
Rounding Convention: 5 decimal places as per ISDA
Business Days: New York and London
Documentation: *
This confirmation supplements, forms part of, and is subject to, the ISDA
master agreement dated as of 26 Dec 96 between the parties, as amended and
supplemented from time to time (the "Agreement"). Terms used and not otherwise
defined herein shall have their meanings as defined in the 1991 ISDA
definitions.
Dealing with confirmations on our behalf: Dianne Schuyler 312-732-2148
Dealing with Settlements on our behalf: Edward Lazowski 312-732-2623
NBD Bank Payment Instructions:
NBD Bank N.A.
ABA Number: 072000326
Account Name: NBD Bank N.A.
Account Number: 132664
Aaron Rents, Inc. Payment Instructions: Please Advise
Please confirm the foregoing correctly sets forth the terms of our
agreement by executing this letter and returning it via facsimile to:
Derivatives Product Support -- Confirmations
NBD Bank
(312) 336-4403 (Fax)
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It has been a pleasure working with you on this interest rate swap
transaction and we look forward to completing similar transactions with you in
the near future.
Regards,
NBD Bank
By:
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Name:
Title:
By:
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