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EXHIBIT 10(u)
233 South Wacker Drive, Suite 2800
Chicago, Illinois 60606
Tel 312-234-2732
Fax 313-234-3603
BANK OF AMERICA
TO: Response Oncology, Inc.
1775 Moriah Woods Blvd.
Memphis, TN 38117
ATTN: Pete Stark
PHONE: 901-761-7000
FAX: 901-683-7277
FROM: Bank of America, N.A.
233 South Wacker Drive - Suite 2800
Chicago, Illinois 60606
Sean Doyle/ John Dowaschinski
Date: 29JUN00
Our Reference No. 154327
Internal Tracking Nos. 3163066
The purpose of this letter agreement is to confirm the terms and
conditions of the Transaction entered into between Response Oncology, Inc. and
Bank of America, N.A. (each a "party" and together "the parties") on the Trade
Date specified below (the "Transaction"). This letter agreement constitutes a
"Confirmation" as referred to in the ISDA Master Agreement specified in
paragraph 1 below (the "Agreement").
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. In the event of any inconsistency between the
Definitions and this Confirmation, this Confirmation will govern. Without
prejudice to the foregoing. references in this Confirmation to the Transaction
shall for the purposes of the Definitions mean the Swap Transaction.
1. This Confirmation supplements, forms part of, and is subject to, the
ISDA Master Agreement dated as of May 12, 1997, as amended and supplemented from
time to time, between the parties. All provisions contained in the Agreement
govern this Confirmation except as expressly modified below.
In this Confirmation "Party A" means Bank of America, N.A. and "Party
B" means Response Oncology, Inc.
2. The terms of the particular Transaction to which this Confirmation
relates are as follows:
Notional Amount: USD 17,000,000.00
Trade Date: 28JUN00
Effective Date: 01JUL00
Termination Date: 01JUL01, subject to adjustment in
accordance with the Modified Following
Business Day Convention
FIXED AMOUNTS:
Fixed Rate Payer: Party B
Fixed Rate Payer
Payment Dates: The 1st of each January, April, July and
October, commencing 01OCT00 and ending
01JUL01, subject to adjustment in
accordance with the Modified Following
Business Day Convention.
Fixed Rate: 7.24000%
Fixed Rate Day Count
Fraction: Actual/360
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FLOATING AMOUNTS:
Floating Rate Payer: Party A
Floating Rate Payer
Payment Dates: The 1st of each January, April, July and
October, commencing 01OCT00 and ending
01JUL01, subject to adjustment in accordance
with the Modified Following Business Day
Convention.
Floating Rate for Initial
Calculation Period: TO BE SET
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: 3 Month
Spread: None
Floating Rate Day Count
Fraction: Actual/360
Reset Dates: The first day of each Calculation Period
Compounding: Inapplicable
Business Days: New York, London
Calculation Agent: Party A
3. RECORDING OF CONVERSATIONS:
Each party to this Transaction acknowledges and agrees to the tape
recording of conversations between the parties to this Transaction
whether by one or other or both of the parties or their agents, and
that any such tape recordings may be submitted in evidence in any
Proceedings relating to the Agreement and/or this Transaction.
4. ACCOUNT DETAILS:
Account for payments to Party A:
USD
We will debit your account.
NAME: Bank of America
ABA # TN
ACCT: 0112996855
RESPONSE ONCOLOGY
Account for payments to Party B:
USD
NAME: Bank of America
CITY: NASHVILLE
ABA # TN
ATTN: NABKUS3ANAS
NAME: RESPONSE ONCOLOGY
ACCT: 0112996855
5. OFFICES:
The Office of Party A for
this Transaction is: Charlotte, NC
The Office of Party B for
this Transaction is: Tennessee, USA
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CREDIT SUPPORT DOCUMENT: As per Agreement (and Credit Support Annex if
applicable).
Please confirm that the foregoing correctly sets forth the terms and
conditions of our agreement by responding within three (3) Business Days by
returning via telecopier an executed copy of this Confirmation to the attention
of Global Derivative Operations at (fax no. (312) 234-3603).
Failure to respond within such period shall not affect the validity or
enforceability of this Transaction, and shall be deemed to be an affirmation of
the terms and conditions contained herein, absent manifest error.
Yours Sincerely,
Bank of America, N.A.
By: /s/ Allison Smaluk
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Vice-President
Authorized Signatory
Accepted and confirmed as of the date first written:
Response Oncology, Inc.
By: /s/ Pete A. Stark
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Name: Pete A. Stark
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Title: VP Finance
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Our Reference # 154327
