[MERRILL LYNCH LETTERHEAD]
DATE: August 17, 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: ETIENNE, SANDRA
TEL: (212) 449-7134
FAX: (212) 449-6219
RE: SWAP TRANSACTION CONFIRMATION
MLCS Reference: 00DL4460, 650935A
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 November 3, 1988, 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 as follows:
Initial Notional Amount: USD 31,675,821.00, subject to
amortization in accordance with
Schedule A attached hereto
Trade Date: August 17, 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
Initial Payment: USD 24,540.00 (representing the
Floating Amount accrued from the
Effective Date to August 15, 2000)
payable by MLCS to Counterparty on
February 15, 2001, subject to
adjustment in accordance with the
Modified Following Business Day
Convention
1
<PAGE>
Fixed Amounts:
Fixed Rate Payer: Counterparty
Fixed Rate Payer
Payment Date(s): August 15, February 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 Amount: USD 41,112.00 (payable on each Fixed
Rate Payer Payment Date)
Fixed Rate
Day Count Fraction: 30/360
No Adjustment of
Period End Dates: Applicable
Floating Amounts:
Floating Rate Payer: MLCS
Floating Rate Payer Payment Date(s): August 15, February 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
Initial Calculation Period: From and including August 15, 2000 to
but excluding February 15, 2001
Floating Rate for
Initial Calculation Period: 5.73000%, inclusive of Spread
Floating Rate Payer
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: Six months, for all Calculation
Periods
Spread: Minus 1.0900%
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
Compounding: Inapplicable
2
<PAGE>
Business Days: New York, London
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
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
3
<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:
4
<PAGE>
Schedule A
<TABLE>
<CAPTION>
From and including* to but excluding* Notional Amount
------------------ ---------------- ---------------
<S> <C> <C>
The Effective Date August 15, 2000 USD 31,675,823.00
August 15, 2000 February 15, 2001 USD 2,500,000.00
February 15, 2001 August 15, 2001 USD 2,361,111.00
August 15, 2001 February 15, 2002 USD 2,222,222.00
February 15, 2002 August 15, 2002 USD 2,083,333.00
August 15, 2002 February 15, 2003 USD 1,944,444.00
February 15, 2003 August 15, 2003 USD 1,805,555.00
August 15, 2003 February 15, 2004 USD 1,666,667.00
February 15, 2004 August 15, 2004 USD 1,527,778.00
August 15, 2004 February 15, 2005 USD 1,388,889.00
February 15, 2005 August 15, 2005 USD 1,250,000.00
August 15, 2005 February 15, 20C6 USD 1,111,111.00
February 15, 2006 August 15, 2006 USD 972,222.00
August 15, 2006 February 15, 2007 USD 833,333.00
February 15, 2007 August 15, 2007 USD 694,445.00
August 15, 2007 February 15, 2008 USD 555,556.00
February 15, 2008 August 15, 2008 USD 416,667.00
August 15, 2008 February 15, 2009 USD 277,778.00
February 15, 2009 August 15, 2009 USD 138,889.00
</TABLE>
*With respect to the Fixed Rate Payer Period End Dates, such dates shall not
adjust. With respect to the Floating Rate Payer Period End Dates, such dates
shall be subject to adjustment in accordance with the Modified Following
Business Day Convention.
5
