DATE: FEBRUARY 20, 1998
TO: OUTSOURCE INTERNATIONAL
ATTN: ROBERT TOMLINSON, CFO
FAX: 954-418-3365
PHONE: 954-418-6426
FROM: BANKBOSTON, N.A. ("BBNA")
ATTN: MARY M. SCHERR, DERIVATIVE OPERATIONS, CONFIRMATION UNIT
FAX: 617-434-4284
PHONE: 617-434-4405
RE: INTEREST RATE COLLAR TRANSACTION
[OUR REF: CP56289US/FL56290US]
The purpose of this letter agreement is to set forth the terms and conditions of
the Collar Interest Rate Transaction entered into between BankBoston, N.A.
("BBNA") and Outsource International on the Trade Date specified below (the
"Transaction"). This letter constitutes a "Confirmation" as referred to in the
Master Agreement specified below.
The definitions and provisions contained in the 1991 ISDA (the "Definitions"),
each as published by the International Swaps and Derivatives Association, Inc.
("ISDA"), are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and provisions in this Confirmation, this
Confirmation will govern.
1. This Confirmation evidences a complete 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 our best efforts promptly to negotiate,
execute and deliver an agreement in the form of the ISDA Master Agreement
(Multicurrency-Cross Border) (the "ISDA Form") published by ISDA, with such
modifications as you and we shall in good faith agree (such agreement, the "ISDA
Agreement"). Upon the execution by you and us of the ISDA Agreement, this
Confirmation will supplement, form a part of, and be subject to the ISDA
Agreement. All provisions contained or incorporated by reference in the
Agreement, upon its execution, shall govern this Confirmation except as
expressly modified below. Until we execute and deliver the Agreement, this
Confirmation shall supplement, form a part of, and be subject to an agreement in
the form of the ISDA Form as if we had executed an agreement in such form (with
a Schedule thereto which provides that Market Quotation and the Second Method
apply for purposes of Section 6(e) of such agreement) on the Trade Date hereof.
In the event of any inconsistency between this Confirmation and either the ISDA
Form or the Agreement, this Confirmation will govern.
It is agreed that the Credit Support provisions in the ISDA Agreement
are not applicable to this Transaction.
2. The terms of the particular Transaction to which this Confirmation
relates are as follows:-
Trade Date: February 20, 1998
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Effective Date: February 24, 1998
Termination Date: February 24, 2003
Notional Amount USD 42,500,000.
Premium Payer: Not applicable
Premium Amount: Not applicable
Premium Payment Date: Not applicable
FLOATING RATE PAYER A: BBNA
Cap Rate: 6.25%
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: One month
Floating Rate for
Initial Calculation Period: 5.625%
Method of Averaging: Inapplicable
Spread: Inapplicable
Day Count Fraction: Actual/360
Reset Dates: The first day of
each Calculation
Period
Floating Rate Payment Dates: The 24th of each
calendar month,
beginning
March 24, 1998,
and ending on the
Termination Date,
subject to
adjustment in
accordance with
the Modified
Following Business
Day convention.
FLOATING RATE PAYER B: OUTSOURCE INTERNATIONAL
Floor Rate: 5.43%
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: One month
Floating Rate for
Initial Calculation Period: 5.625%
Method of Averaging: Inapplicable
Spread: Inapplicable
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Day Count Fraction: Actual/360
Reset Dates: The first day of each
Calculation Period
Floating Rate
Payment Dates: The 24th of each calendar
month, beginning March 24,
1998, and ending on the
Termination Date, subject to
adjustment in accordance with
the Modified Following Business
Day convention.
Payments of Net Amounts: With respect to the Floating
Amount (defined as the product
of the (i) Notional Amount,
(ii) the Floating Rate Option,
and (iii) the number of actual
days in the Calculation Period
divided by 360), and calculated
in respect of a Calculation
Period if (a) USD-LIBOR-BBA is
greater than the Cap Rate,
Floating Rate Payer A agrees to
pay to Floating Rate Payer B on
the Payment Date in respect of
such Calculation Period the
Floating Amount where the
Floating Rate is the amount by
which USD-LIBOR-BBA exceeds the
Cap Rate; (b) if USD-LIBOR-BBA
is less than the Floor Rate,
Floating Rate Payer B agrees to
pay to Floating Rate Payer A on
the Payment Date in respect of
such Calculation Period the
Floating Amount where the
Floating Rate is the amount by
which the Floor Rate exceeds
the USD-LIBOR-BBA; and (c) if
USD-LIBOR-BBA is greater than
or equal to the Floor Rate but
less than or equal to the Cap
Rate, no payment will be made.
Calculation Agent: BBNA
Business Days: New York and London
Governing Law: New York law.
Documentation: ISDA Master Agreement to be
provided by BBNA.
3. ACCOUNT DETAILS:
PAYMENT INSTRUCTIONS FOR
BBNA: BankBoston, N.A., (formerly
known as The First National
Bank of Boston) Routing No.
ABA 011000390, for Arbitrage
Settlement Account #295032,
Attn: Cap Desk, 01-13-08.
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PAYMENT INSTRUCTIONS FOR
OUTSOURCE INTERNATIONAL: BankBoston, N.A.,
Routing number: ABA 011100805
For credit to Outsource
International, Inc.
Account number: 51002998
4. CONTACT INSTRUCTIONS: Outsource International, Inc.
Robert Tomlinson, CFO
Tel.: 954-418-6426
Fax: 954-418-3365
BBNA: Cap Desk (Resets/Payments): Tel: 617-434-7264
FAX: 617- 434-0505
Confirmations: Tel: 617- 434-4405
FAX: 617- 434-4284
OUTSOURCE INTERNATIONAL: PLEASE ADVISE
Very truly yours, BANKBOSTON, N.A.
By: /S/ JAIME BUENAVENTURA By: /S/ JAMES MATHER
------------------------------ --------------------------------
Name: Jaime Buenaventura Name: James Mather
Title: Director Title: Managing Director
Agreed and accepted as of the date first above written:
OUTSOURCE INTERNATIONAL
By: /S/ ROBERT E. TOMLINSON
------------------------------
Name: Robert E. Tomlinson
Title: Chief Financial Officer
PLEASE COUNTERSIGN AND FAX TO:
(617) 434-4284
ATTN: MARY SCHERR
REQUEST CORRECTIONS AT (617) 434-4405
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