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[CHASE LOGO]
CAPITAL MARKETS
Dated as of May 7, 1998 707 Travis Street
Houston, Texas 77002-8095
(713) 216-6548
WATS (800) 732-5519
Fax (713) 216-4919
Sirrom Capital Corporation
500 Church St., Suite 200
Nashville, TN 37219
Attn: Carl Stratton
Re: SWAP TRANSACTION (OUR REFERENCE NO. 992)
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 inthe 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 to 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:
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Notional Amount: $100,000,000
Trade Date: May 7, 1998
Effective Date: September 1, 1998
Termination Date: January 2, 2002
FIXED AMOUNTS:
Fixed Rate Payer: Sirrom Capital Corporation
("Counterparty")
Fixed Rate Payer Payment Dates: The 1st day of each month of
each year, commencing October
1, 1998 to and including the
Termination Date, subject to
adjustment in accordance with
the Modified Following
Business Day Convention.
Fixed Rate: 6.00 percent
Fixed Rate Day Count Fraction: Actual/360
FLOATING AMOUNTS:
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: To be determined
Floating Rate Option: USD-CP-H.15
"USD-CP-H.15" means that the rate for a Reset Date will be the Money
Market Yield of the rate set forth in H.15(519) for that day opposite
the Designated Maturity under the caption "Commercial
Paper-Nonfinancial". If on the Calculation Date for a Calculation
Period such rate for a Reset Date in that Calculation Period is not yet
published in H.15(519), the rate for that Reset Date will be determined
as if the parties had specified "USD-CP-Reference Dealers" as the
applicable Floating Rate Option.
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"USD-CP-Reference Dealers" means that the rate for a Reset Date will be
the Money Market Yield of the arithmetic mean of the offered rates of
the Reference Dealers as of 11:00 am, New York City time, on that day
for the U.S. Dollar commercial paper of the Designated Maturity placed
for industrial issuers whose bond rating is "Aa" or the equivalent
froma nationally recognized rating agency.
Designated Maturity: One month
Floating Rate Day Count Fraction: Actual/360
Reset Dates: Each Business Day of each
Calculation Period
Business Days: New York Business Days
Method of Averaging: Unweighted Average
Calculation Agent: CBT
Payments to CBT: 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: Counterparty to provide
information to CBT
Governing Law: The laws of the State of Texas
Other provisions: Counterparty agrees to deliver
to CBT an opinion of counsel
in form and substance
satisfactory to CBT.
Each party has entered into this Swap Transaction solely in reliance on its own
judgement. 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 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.
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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 two (2) Business Days be returning via
facsimile an executed copy of this letter agreement to the attention of JIM
SHIELDS (facsimile no. (713) 216-4919; telephone no. (713) 216-5482.)
Chase Bank of Texas is please to have concluded this transaction with you.
Very truly yours,
CHASE BANK OF TEXAS
NATIONAL ASSOCIATION
By: /s/ Steve Shipley
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Steve Shipley
Vice President
Accepted and confirmed as
of the date first written:
SIRROM CAPITAL CORPORATION
By: /s/ Carl Stratton
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Name: Carl W. Stratton
Title: CFO
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SIRROM CAPITAL CORPORATION
ACCRETION SCHEDULES/SWAP #992
Calculation Period Calculation Period USD Notional
- ------------------ ------------------ ------------
Start Date End Date Amount
---------- -------- ------
09/01/98 10/01/98 $20,000,000
10/01/98 11/02/98 $40,000,000
11/02/98 12/01/98 $60,000,000
12/01/98 01/04/99 $80,000,000
01/04/99 02/01/99 $100,000,000
02/01/99 03/01/99 $100,000,000
03/01/99 04/01/99 $100,000,000
04/01/99 05/03/99 $100,000,000
05/03/99 06/01/99 $100,000,000
06/01/99 07/01/99 $100,000,000
07/01/99 08/02/99 $100,000,000
08/02/99 09/01/99 $100,000,000
09/01/99 10/01/99 $100,000,000
10/01/99 11/01/99 $100,000,000
11/01/99 12/01/99 $100,000,000
12/01/99 01/03/00 $100,000,000
01/03/00 02/01/00 $100,000,000
02/01/00 03/01/00 $100,000,000
03/01/00 04/03/00 $100,000,000
04/03/00 05/01/00 $100,000,000
05/01/00 06/01/00 $100,000,000
06/01/00 07/03/00 $100,000,000
07/03/00 08/01/00 $100,000,000
08/01/00 09/01/00 $100,000,000
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Calculation Period Calculation Period USD Notional
- ------------------ ------------------ ------------
Start Date End Date Amount
---------- -------- ------
09/01/00 10/02/00 $100,000,000
10/02/00 11/01/00 $100,000,000
11/01/00 12/01/00 $100,000,000
12/01/00 01/02/01 $100,000,000
01/02/01 02/01/01 $100,000,000
02/02/01 03/01/01 $100,000,000
03/01/01 04/02/01 $100,000,000
04/02/01 05/01/01 $100,000,000
05/01/01 06/01/01 $100,000,000
06/01/01 07/02/01 $100,000,000
07/02/01 08/01/01 $100,000,000
08/01/01 09/04/01 $100,000,000
09/04/01 10/01/01 $100,000,000
10/01/01 11/01/01 $100,000,000
11/01/01 12/03/01 $100,000,000
12/03/01 01/02/00 $100,000,000
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