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Exhibit K(2)
[LOGO]
DATE: AUGUST 10, 2000
TO: READINGTON HOLDINGS, INC. ("Counterparty")
ATTENTION: UNDERWOOD, ROBERT/KING, MELISSA
TEL: Please Advise
FAX: 908-735-1275
FROM: MERRILL LYNCH CAPITAL SERVICES, INC. ("MLCS")
CONTACTS: GARGUILO, RHONDA
TEL: 212-4491951
FAX: 212-4496219
RE: SWAP TRANSACTION CONFIRMATION
MLCS Reference: 00DL4341, 650658A
Dear Sir or Madam:
The purpose of this communication is to confirm the terms and conditions
of the transaction entered into between us on the Trade Date specified below
(the "Transaction"). This communication constitutes a "Confirmation" as referred
to in the Agreement specified below.
The definitions and provisions contained in the 1991 ISDA Definitions (as
supplemented by the 1998 Supplement), as published by the International Swaps
and Derivatives Association, Inc. (the "Definitions") are incorporated into this
Confirmation. For these purposes, all references in those Definitions to a
"Transaction" shall be deemed to apply to the Transaction referred to herein. In
the event of any inconsistency between the Definitions and this Confirmation,
the terms of this Confirmation shall govern.
This Confirmation supplements, forms part of, and is subject to, the ISDA
Master Agreement dated as of August 10, 2000, as amended and supplemented from
time to time (the "Agreement"), between you and us. All provisions contained in
the Agreement govern this Confirmation except as expressly modified below.
The terms of the particular Transaction to which this Confirmation relates
are as follows:
Notional Amount: USD 627,777,000.00
Trade Date: August 10, 2000
Effective Date: August 11, 2000
Termination Date: December 4, 2023
Fixed Amounts:
Fixed Rate Payer: MLCS
Admin No: COMPASS_USD - 00DL4341 Page 1 of 3
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Fixed Rate Payer
Payment Dates: Monthly, on the 4th calendar day of
each month, commencing on September
4, 2000 and ending on the
Termination Date, inclusive,
subject to adjustment in accordance
with the Modified Following
Business Day Convention
Fixed Rate: 6.620000%
Fixed Rate
Day Count Fraction: 30/360
No Adjustment of
Period End Dates: Inapplicable
Floating Amounts:
Floating Rate Payer: Counterparty
Floating Rate Payer
Payment Dates: Monthly, on the 4th calendar day of
each month, commencing on September
4, 2000 and ending on the
Termination Date, inclusive,
subject to adjustment in accordance
with the Modified Following
Business Day Convention
Floating Rate for
initial Calculation Period: 6.540000%, exclusive of Spread
Floating Rate Payer
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: One month
Spread: Minus 0.24400%
Floating Rate
Day Count Fraction: Actual/360
Reset Dates: The first day of each Floating Rate
Payer Calculation Period
No Adjustment of
Period End Dates: Inapplicable
Rate Cut-Off Dates: Inapplicable
Averaging: Inapplicable
Admin No: COMPASS_USD - 00DL4341 Page 2 of 3
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Compounding: Inapplicable
Business Days: New York, London
Calculation Agent: MLCS, unless otherwise specified in
the Agreement
Account Details
Payments to MLCS: Bankers Trust Company
New York, NY
ABA: 021001033
A/C #00-811-874
Ref: Merrill Lynch Capital Services, Inc.
Dollar Swaps, New York, NY
Payments to Counterparty: Please advise
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing this Confirmation and returning it to us by facsimile
transmission.
Yours sincerely,
MERRILL LYNCH CAPITAL SERVICES, INC.
By:
Authorized Signatory
Accepted and confirmed as of the Trade Date written above:
READINGTON HOLDINGS, INC.
By:
Name:
Title:
Admin No: COMPASS_USD - 00DL4341 Page 3 of 3
