[MERRILL LYNCH LETTERHEAD]
DATE: August 23, 2000
TO: ML SSG DELAWARE, LLC ("Counterparty")
ATTENTION: TOM FINLEY
TEL: (212) 449-5341
FAX: (212) 449-2724
FROM: MERRILL LYNCH CAPITAL SERVICES, INC. ("MLCS")
CONTACTS: SANDRA ETIENNE
TEL: (212) 449-7134
FAX: (212) 449-6219
RE: SWAP TRANSACTION CONFIRMATION
MLCS Reference: 00DL4642, 651333A
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 refereed to
herein. In the event of any inconsistency between the Definitions and this
Confirmation, the terms of this Confirmation shall govern.
This Confirmation evidences a complete and 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 all reasonable efforts promptly to
negotiate, execute and deliver an agreement in the form of the ISDA Master
Agreement (Multicurrency-Cross Border) (the "Master Form"), with such
modifications as you and we will in good faith agree (the "Agreement"). Upon the
execution by you and us of the Agreement, this Confirmation will supplement,
form a part of, and be subject to the Agreement. All provisions contained in or
incorporated by reference in the Agreement upon its execution will govern this
Confirmation except as expressly modified below. Until we execute and deliver
the Agreement, this Confirmation, together with all other documents referred to
the Master Form (each a "Confirmation") confirming transactions (each a
"Transaction") entered into between us (notwithstanding anything to the contrary
in a Confirmation), shall supplement, form a part of, and be subject to, an
agreement in the form of the Master Form as if we had executed an agreement in
such form (but without any Schedule except for the election of the laws of the
State of New York as the governing law and US Dollars as the Termination
Currency) on the Trade Date of the first such Transaction between us. In the
event of any inconsistency between the provisions of that agreement and this
Confirmation, this Confirmation will prevail for the purpose of this
Transaction.
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<PAGE>
The terms of the particular Transaction to which this Confirmation relates are
as follows:
Notional Amount: USD 1,000,000,000.00
Trade Date: August 23, 2000
Effective Date: August 10, 2000
Termination Date: The earlier of (i) August 15, 2009 or
(ii) the Optional Termination Date as
defined below under the Other Provisions
TRANCHE I
---------
Fixed Amounts:
Fixed Rate Payer I: MLCS
Fixed Rate Payer
Payment Dates I: February 15, August 15 in each year,
commencing on February 15, 2001 and
ending on the Termination Date,
inclusive, subject to adjustment in
accordance with the Modified Following
Business Day Convention
Fixed Rate: 1.1575%
Fixed Rate
Day Count Fraction: 30/360
No Adjustment of
Period End Date: Applicable
TRANCHE II
----------
Floating Amounts:
Floating Rate Payer I: MLCS
Floating Rate Payer I
Payment Date(s): February 15, August 15 in cash year,
commencing on February 15, 2001 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: 6.8160000%, exclusive of Spread
Floating Rate Payer I
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: Six months, for all Calculation Periods
Spread: Minus 1.09000%
Floating Rate
Day Count Fraction: Actual/360
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<PAGE>
Reset Dates: The first day of each Floating Rate
Payer I Calculation Period
No Adjustment of
Period End Dates: Inapplicable
Rate Cut-Off Dates: Inapplicable
Averaging: Inapplicable
Compounding: Inapplicable
TRANCHE III
-----------
Floating Amounts II:
Floating Rate Payer II: Counterparty
Floating Rate Payer II
Payment Date(s): February 15, August 15 in each year,
commencing on February 15, 2001 and
ending on the Termination Date,
inclusive, subject to adjustment in
accordance with die Modified Following
Business Day Convention
Floating Rate for
Initial Compounding Period: 6.620000%, exclusive of Spread
Floating Rate Payer II
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: One month, for all Compounding Periods
Spread: Plus 0.0700%
Floating Rate
Day Count Fraction: Actual/360
Reset Dates: The first day of each Floating Rate
Payer II Compounding Period
No Adjustment of
Period End Dates: Inapplicable
Rate Cut-Off Dates: Inapplicable
Averaging: Inapplicable
Compounding: Applicable
Compound Dates: Monthly on the 15th calendar day of each
month, subject to adjustment in
accordance with the Modified Following
Business Day Convention
Business Days: New York, London
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<PAGE>
Calculation Agent: MLCS, unless otherwise specified in the
Agreement
Other Provisions: MLCS shall have the right to terminate
this Transaction effective on any
Business Day, (the "Optional Termination
Date"), on at least five (5) Business
Days' prior written notice. In the event
that MLCS exercises its right to
terminate this Transaction, MLCS and
Counterparty shall use their reasonable
efforts to agree on an amount payable by
one party to the other on the Optional
Termination Date in respect of such
termination and such amount shall be
paid by the relevant party on the
Optional Termination Date, and this
Transaction shall terminate on the
Optional Termination Date with no
further rights or obligations of either
party, except for the obligation to make
such payment.
Non-Reliance: Each party represents to the other party
that it is acting for its own account,
and has made its own independent
decisions to enter into this Transaction
and as to whether this Transaction is
appropriate or proper for it based on
its own judgment and upon advice from
such advisors as it has deemed
necessary. It is not relying on any
communication (written or oral) of the
other party as investment advice or as a
recommendation to enter into this
Transaction, it being understood that
information and explanations related to
the terms and conditions of this
Transaction shall not be considered
investment advice or a recommendation to
enter into this Transaction. No
communication (written or oral) received
from the other party shall be deemed to
be an assurance or guarantee as to the
expected results of this Transaction.
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
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<PAGE>
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:
ML SSG DELAWARE, LLC
By:
-------------------------------
Name:
Title:
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