SWAP TRANSACTION
CONFIRMATION
Date: March 5, 1998
To: INTERNATIONAL TELECOMMUNICATION DATA SYSTEMS, INC.
("Counterparty")
Address: 225 High Ridge Road
Stamford, CT 06905
Fax: (203) 323-1314
Attention: Paul K. Kothari
From: FIRST UNION NATIONAL BANK ("First Union")
Ref. No. 74169/96076,82
Dear Mr. Kothari:
This confirms the terms of the Transaction described below between Counterparty
and First Union. This Transaction is subject to the 1991 ISDA Definitions
published by the International Swaps and Derivatives Association, Inc. ("ISDA
Definitions"), which are incorporated herein by reference. Fixed Amounts and
Floating Amounts for each applicable Payment Date hereunder will be calculated
in accordance with the ISDA Definitions, and if any Fixed Amount and Floating
Amount are for the same Payment Date hereunder, then those amounts shall not be
payable and instead the Fixed Rate Payer shall pay the positive difference, if
any, between the Fixed Amount and the Floating Amount, and the Floating Rate
Payer shall pay the positive difference, if any, between the Floating Amount and
the Fixed Amount.
Transaction Type: Interest Rate Swap
- -----------------
Currency for Payments: U.S. Dollars
- ----------------------
National Amount: $35,000,000.00
- ----------------
Term:
- -----
Trade Date: March 4, 1998
Effective Date: March 11, 1998
Termination Date: March 12, 2001 provided that First Union shall
have the right to change the Termination Date to
March 11, 2000, by giving notice (which may be
telephonic notice) to the Counterparty on or before
the 2nd New York Business Day prior to such
date. The Termination Date is subject to the
Modified Following Business Day Convention.
Telephonic Notice: Counterparty hereby agrees to receive oral
telephonic notices at (203) 329-3300. Any notice
from First Union exercising its right to change the
Termination Date shall be deemed given if the
attempt by First Union to give such notice is
incomplete due to the unavailability of any means
for receiving it at any such number, whether by an
appropriate person or by an electronic device.
Fixed Amounts:
- --------------
Fixed Rate Payer: Counterparty
Payment Dates: Quarterly on the 11th day of each June,
September, December, and March commencing
June 11, 1998, through and including the
Termination Date.
Business Day Convention: Modified Following
Business Day: New York
Fixed Rate: 5.76%
Fixed Rate Day Count Fraction: Actual/360
Floating Amounts:
- -----------------
Floating Rate Payer: First Union
Payment Dates: Quarterly on the 11th day of each June,
September, December, and March commencing
June 11, 1998, through and including the
Termination Date.
Business Day Convention: Modified Following
Business Day: New York
Floating Rate for initial
Calculation Period: Determined two London Banking Days before the
Effective Date
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: 3 Months
Spread: None
Floating Rate Day
Count Fraction: Actual/360
Floating Rate determined: Two London Banking Days prior to each Reset Date
Reset Dates: The first day of each Calculation Period
Compounding: Inapplicable
Rounding convention: 5 decimal places per the ISDA Definitions
Calculation Agent: First Union
- ------------------
Payments to First Union:
- ------------------------ First Union Charlotte
Capital Markets
Attention: Derivatives Desk
Fed. ABA No. 053000219
Ref. No.: 74169/96076,82
First Union Contacts: Settlements and/or Rate Resets:
- --------------------- Tel.: (800) 249-3865
Fax: (704) 383-9139
Documentation and/or Collateral:
Tel.: (704) 383-5678
Fax: (704) 383-9139
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Please quote transaction reference number.
First Union Address: One First Union Center
- -------------------- 301 South College Street DC-4
Charlotte, NC 28288-0601
Payments to Counterparty: Please forward payment instructions to First
- ------------------------- Union in Charlotte, NC. Payments will not be
made to Counterparty without its written
instructions.
Documentation
- -------------
This Confirmation is a binding and complete contract between the parties,
provided that if at any time there exists a master agreement (however described)
between the parties governing this Transaction ("Master Agreement"), this
Confirmation supplements, forms part of and will be governed by the Master
Agreement. Unless otherwise provided in the Master Agreement, this Confirmation
is governed by the law (and not the law of conflicts) of the State of New York.
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing a copy of this Confirmation and returning it to us.
Very truly yours,
FIRST UNION NATIONAL BANK
By: /s/ Norman Heusser
--------------------------------
Name: Norman Heusser
Title: Vice President
By: /s/ Ryan S. Hale
--------------------------------
Name: Ryan S. Hale
Title: Capital Markets Officer
Accepted and confirmed as of the date first above written:
INTERNATIONAL TELECOMMUNICATION DATA SYSTEMS, INC.
By: /s/ Paul K. Kothari
----------------------
Name: Paul K. Kothari
Title: CFO
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