1
EXHIBIT 10.32
▇▇ ▇▇▇▇▇▇
TRANSACTION
Date: 15 March 1996
The purpose of this letter agreement is to confirm the terms and conditions of
the Transaction entered into between:
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK
and
SERVICE CORPORATION INTERNATIONAL
on the Trade Date and identified by the ▇▇▇▇▇▇ Deal Number specified below (the
"Transaction"). This letter agreement constitutes a "Confirmation" as referred
to in the ISDA Master Agreement specified below.
The definitions and provisions contained in the 1991 ISDA Definitions (as
published by the International Swap Dealers Association, Inc.) are incorporated
into this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation will govern.
▇▇▇▇▇▇ Guaranty Trust Company of New York is, together with other United Kingdom
listed institutions, subject to the Bank of England's Code of Conduct. In
connection therewith, this and certain future wholesale money market
transactions will be outside the Financial Services Act, but you will have the
benefit of the Code of Conduct.
1. This Confirmation supplements, forms part of, and is subject to, the ISDA
Master Agreement dated as of 4 February 1993, as amended and supplemented from
time to time (the "Agreement"), between ▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW
YORK ("▇▇▇▇▇▇") and SERVICE CORPORATION INTERNATIONAL (the "Counterparty"). All
provisions contained in the Agreement govern this Confirmation except as
expressly modified below:
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
▇▇▇▇▇▇ Deal Number: 151442
Trade Date: 15 March 1996
Effective Date: 19 March 1996
Termination Date: 1 April 1998, subject to adjustment in
accordance with the Modified Following
Business Day Convention
FIXED AMOUNTS:
Fixed Rate Payer: Counterparty
-------------------------------------------------------------------------------
2
▇▇ ▇▇▇▇▇▇
Notional Amount: 494,000,000.00 FRF
Fixed Rate Payer Payment Dates: Each 1 April starting with 1 April 1996
up to, and including, the Termination
Date, subject to adjustment in
accordance with the Modified Following
Business Day Convention and there will
be an adjustment to the Calculation
Period.
Fixed Rate: 6.20000 percent
Fixed Rate Day Count Fraction: 30/360
First Full Coupon:
From: 18 March 1996 To: 1 April 1996
(subject to adjustment in accordance
with the Modified Following Business
Day Convention)
▇▇▇▇▇▇ Fixed Rate: 6.20000 percent
FLOATING AMOUNTS:
Floating Rate Payer: ▇▇▇▇▇▇
Notional Amount: 494,000,000.00 FRF
Floating Rate Payer Payment Dates: Each 1 April starting with 1 April 1996
up to, and including, the Termination
Date, subject to adjustment in
accordance with the Modified Following
Business Day Convention and there will
be an adjustment to the Calculation
Period.
Floating Rate Option: DEM-LIBOR-BBA
Designated Maturity: 3 Month
Spread: Plus 1.97000 percent
Floating Rate Day Count Fraction: Actual/360
Reset Dates: Each 1 April, 1 July, 1 October, 1
January
Compounding: Applicable
Method of Compounding: Flat at 3 month FRF-PIBOR-AFB
Compounding Dates: Each 1 July, 1 October, 1 January, 1
April
-------------------------------------------------------------------------------
3
▇▇ ▇▇▇▇▇▇
First Full Coupon:
From: 18 March 1996 To: 1 April 1996
(subject to adjustment in accordance
with the Modified Following Business
Day Convention)
Counterparty Floating Rate Option: 3.34766 percent
*Currency protected swap - DEM-LIBOR-BBA - sets TWO business day prior &
compounds flat at 3 month FRF-PIBOR-AFB.
Business Day Locations for ▇▇▇▇▇▇: Paris, New York
Business Day Locations for
Counterparty: Paris, New York
Payments will be: Net
3. Account Details
PAYMENTS TO ▇▇▇▇▇▇:
Account for payments in FRF: ▇▇▇▇▇▇ Bank Paris
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇
Favour: ▇▇▇▇▇▇ Guaranty Trust Co of New York -
London Office
ABA/Bank No.:
Account No.: 43504300G0090
Reference: Further Credit to Swaps Group Account:
10004942
Please send MT100 cover cable to MGT
London
PAYMENTS TO COUNTERPARTY:
Account for payments in FRF:
Favour: SERVICE CORPORATION INTERNATIONAL
ABA/Bank No.: Societe Generale, Paris
Account No.: Code De Banque 30003
Reference: ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
F/C: Service Corporation International
Account #09920023632 RIB 52
--------------------------------------------------------------------------------
4
▇▇ ▇▇▇▇▇▇
4. Offices
(a) The Office of ▇▇▇▇▇▇ for the Swap Transaction is LONDON; and
(b) The Office of the Counterparty for the Swap Transaction is HOUSTON
All enquiries regarding payments and/or rate resettings only should be sent to:
▇▇▇▇▇▇ Guaranty Trust Company of New York
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇. ▇▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇▇ Case
Telephone: ▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇
Facsimile: 44 1 71 325 3862/3863
Telex: 896631 MGT G
Cable: Morganbank
Please quote the ▇▇▇▇▇▇ Deal Number indicated above.
All enquiries regarding confirmations should be sent to:
▇▇▇▇▇▇ Guaranty Trust Company of New York
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇
Documentation Control Group
Telephone: ▇-▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇-▇▇▇-▇▇▇-▇▇▇▇
Please quote the ▇▇▇▇▇▇ Deal Number indicated above.
▇ ▇ ▇▇▇▇▇▇ SECURITIES INCORPORATED is acting solely as agent for ▇▇▇▇▇▇ and will
have no obligations under this Transaction.
Each party represents that (i) it is entering into the transaction evidenced
hereby as principal (and not as agent or in any other capacity); (ii) the other
party is not acting as a fiduciary for it; (iii) it is not relying upon any
representations except those expressly set forth in the Agreement or this
Confirmation; (iv) it has consulted with its own legal, regulatory, tax,
business, investment, financial, and accounting advisors to the extent it has
deemed necessary, and it has made its own investment, hedging, and trading
decisions based upon its own judgment and upon any advice from such advisors as
it has deemed necessary and not upon any view expressed by the other party; and
(v) it is entering into this transaction with a full understanding of the terms,
conditions and risks thereof and is capable of and willing to assume those
risks.
5
▇▇ ▇▇▇▇▇▇
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 or by
sending to us a letter, telex or facsimile substantially similar to this
letter, which letter, telex or facsimile sets forth the material terms of the
Transaction to which this confirmation relates and indicates agreement to those
terms. When referring to this confirmation, please indicate: ▇▇▇▇▇▇ Deal
Number: 151442.
Yours sincerely,
▇▇ ▇▇▇▇▇▇ SECURITIES INCORPORATED,
as Agent for and signing on behalf of:
▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Associate
Confirmed as of the
date first above written:
SERVICE CORPORATION INTERNATIONAL
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President/Treasurer
6
▇▇ ▇▇▇▇▇▇
TRANSACTION
Date: 23 May 1996
The purpose of this letter agreement is to confirm the terms and
conditions of the Transaction entered into between:
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK
and
SERVICE CORPORATION INTERNATIONAL
on the Trade Date and identified by the ▇▇▇▇▇▇ Deal Number specified below (the
"Transaction"). This letter agreement constitutes a "Confirmation" as referred
to in the ISDA Master Agreement specified below.
The definitions and provisions contained in the 1991 ISDA Definitions
(as published by the International Swap Dealers Association, Inc.) are
incorporated into this Confirmation. In the event of any inconsistency between
those definitions and provisions and this Confirmation, this Confirmation will
govern.
THIS CONFIRMATION REPRESENTS AN AMENDMENT AND RESTATEMENT OF ANY PRIOR
DOCUMENTS OR OTHER CONFIRMING COMMUNICATIONS BETWEEN THE PARTIES WITH RESPECT
TO THE TRANSACTION.
▇▇▇▇▇▇ Guaranty Trust Company of New York is, together with other
United Kingdom listed institutions, subject to the Bank of England's Code of
Conduct. In connection therewith, this and certain future wholesale money
market transactions will be outside the Financial Services Act, but you will
have the benefit of the Code of Conduct.
1. This Confirmation supplements, forms part of, and is subject to, the ISDA
Master Agreement dated as of 4 February 1993, as amended and supplemented from
time to time (the "Agreement"), between ▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW
YORK ("▇▇▇▇▇▇") and SERVICE CORPORATION INTERNATIONAL (the "Counterparty"). All
provisions contained in the Agreement govern this Confirmation except as
expressly modified below.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
▇▇▇▇▇▇ Deal Number: 151337
Trade Date: 23 May 1996
Effective Date: 26 April 1996
Termination Date: 1 June 2006
------------------------------------------------------------------------------
7
▇▇ ▇▇▇▇▇▇
FLOATING AMOUNTS:
Floating Rate Payer: Counterparty
Notional Amount: 492,000,000.00 FRF
Floating Rate Payment Dates: 26 July 1996, subject to adjustment in
accordance with the Modified Following
Business Day Convention and there will
be an adjustment to the Calculation
Period.
Floating Rate Option: DEM-LIBOR-BBA
Designated Maturity: 3 Month
Spread: Plus 0.23000 percent
Floating Rate Day Count Fraction: Actual/360
Reset Dates: Two Business days prior to each
calculation period.
Compounding: Inapplicable
FLOATING AMOUNTS:
Floating Rate Payer: ▇▇▇▇▇▇
Notional Amount: 492,000,000.00 FRF
Floating Rate Payer Payment Dates: 26 July 1996, subject to adjustment in
accordance with the Modified Following
Business Day Convention and there will
be an adjustment to the Calculation
Period.
Floating Rate Option: FRF-PIBOR-AFB
Designated Maturity: 3 Month
Spread: None
Floating Rate Day Count Fraction: Actual/360
Reset Dates: Two Business days prior to each
Calculation Period.
Compounding: Inapplicable
--------------------------------------------------------------------------------
8
JPMORGAN
FLOATING AMOUNTS:
Floating Rage Payer: Counterparty
Notional Amount: 492,000,000.00 FRF
Floating Rage Payer Payment Dates: Each 1 December, 1 June starting with 1
December 1996 up to, and including, the
Termination Date, subject to adjustment
in accordance with the Modified
Following Business Day Convention and
there will be an adjustment to the
Calculation Period.
Floating Rate Option: DEM-LIBOR-BBA
Designated Maturity: 3 Month
Spread: Plus 0.23000 percent
Floating Rate Day Count Fraction: Actual/360
Reset Dates: Each 1 December, 1 March, 1 June, 1
September
Compounding: Applicable
Method of Compounding: Flat
Compounding Dates: Each 1 March, 1 June, 1 September, 1
December
Additional Rate Formula:
Currency Protected Swap: Compounds at 3M FRF-PIBOR-AFB set Two
Business days prior to each Calculation
Period.
Initial Stub Period:
From: 26 July 1996 To: 1 December 1996
(subject to adjustment in accordance
with the Modified Following Business Day
Convention)
Counterparty Floating Rate Option: DEM-LIBOR-BBA
Designated Maturity from 26 July 1995
to 1 September 1996: Interpolated between 1 Month and 2
Month.
Designated Maturity from 1 September Compounded at FRF-PIBOR-AFB
1996 to 1 December 1996: 3 Month
-------------------------------------------------------------------------------
9
▇▇ ▇▇▇▇▇▇
FLOATING AMOUNTS:
Floating Rate Payer: ▇▇▇▇▇▇
Notional Amount: 492,000,000.00 FRF
Floating Rate Payer Payment Dates: Each 1 December, 1 June starting with 1
December 1996 up to, and including, the
Termination Date, subject to adjustment
in accordance with the Modified
Following Business Day Convention and
there will be an adjustment to the
Calculation Period.
Floating Rate Option: FRF-PIBOR-AFB
Designated Maturity: 3 Month
Spread: None
Floating Rate Day Count Fraction: Actual/360
Reset Dates: Each 1 December, 1 March, 1 June,
1 September
Compounding: Applicable
Method of Compounding: Flat
Compounding Dates: Each 1 March, 1 September
Initial Stub Period:
From: 26 July 1996 To: 1 December 1996
(subject to adjustment in accordance
with the Modified Following Business
Day Convention)
▇▇▇▇▇▇ Floating Rate Option: FRF-PIBOR-AFB
Designated maturity from 26 July
1996 to 1 September 1996: Interpolated between 1 Month and
2 Month
Designated Maturity from
1 September 1996 to
1 December 1996 3 Month
Business Day Locations
for Counterparty: New York, Paris
Business Day Locations
for ▇▇▇▇▇▇: New York, Paris
Payments will be: Net
--------------------------------------------------------------------------------
10
▇▇ ▇▇▇▇▇▇
3. Account Details
PAYMENTS TO ▇▇▇▇▇▇:
Account for payments in FRF: ▇▇▇▇▇▇ Bank Paris
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇
Favour: ▇▇▇▇▇▇ Guaranty Trust Co of New York -
London Office
Account No.: 43504300G0090
Reference: Further Credit to Swaps Group Account:
10004942
Please send MT100 cover cable to MGT
London
PAYMENTS TO COUNTERPARTY:
Account for payments in FRF:
Favour: SERVICE CORPORATION INTERNATIONAL
Account No.: Societe Generale, Paris
Reference: Code De Banque 30003
Code De Guichet 03630
4. Offices F/C: Service Corporation International
Account #09920023632 RIB 52
(a) The Office of ▇▇▇▇▇▇ for the Swap Transaction is LONDON; and
(b) The Office of the Counterparty for the Swap Transaction is HOUSTON.
All enquiries regarding payments and/or rate resettings only should be sent to:
▇▇▇▇▇▇ Guaranty Trust Company of New York
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇. ▇▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇▇ Case
Telephone: ▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇
Facsimile: 44 1 71 325 3862/3863
Telex: 896631 MGT G
Cable: Morganbank
Please quote the ▇▇▇▇▇▇ Deal Number indicated above.
All enquiries regarding confirmations should be sent to:
▇▇▇▇▇▇ Guaranty Trust Company of New York
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
-------------------------------------------------------------------------------
11
▇▇ ▇▇▇▇▇▇
ATTENTION: ▇▇▇▇▇ ▇▇▇▇▇
DOCUMENTATION CONTROL GROUP
TELEPHONE: ▇-▇▇▇-▇▇▇-▇▇▇▇
FACSIMILE: ▇-▇▇▇-▇▇▇-▇▇▇▇
PLEASE QUOTE THE ▇▇▇▇▇▇ DEAL NUMBER INDICATED ABOVE.
▇ ▇ ▇▇▇▇▇▇ SECURITIES INCORPORATED is acting solely as agent for ▇▇▇▇▇▇
and will have no obligations under this Transaction.
Each party represents that (i) it is entering into the transaction
evidenced hereby as principal (and not as agent or in any other capacity); (ii)
the other party is not acting as a fiduciary for it; (iii) it is not relying
upon any representations except those expressly set forth in the Agreement or
this Confirmation; (iv) it has consulted with its own legal, regulatory, tax,
business, investment, financial, and accounting advisors to the extent it has
deemed necessary,and it has made its own investment, hedging,and trading
decisions based upon its own judgment and upon any advice from such advisors as
it has deemed necessary and not upon any view expressed by the other party; and
(v) it is entering into this transaction with a full understanding of the
terms, conditions and risks thereof and it is capable of and willing to assume
those risks.
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 or by
sending to us a letter, telex or facsimile substantially similar to this
letter, which letter, telex or facsimile sets forth the material terms of the
Transaction to which this Confirmation relates and indicates agreement to those
terms. When referring to this Confirmation, please indicate: ▇▇▇▇▇▇ Deal
Number: 151337.
Yours sincerely,
▇ ▇ ▇▇▇▇▇▇ SECURITIES INCORPORATED,
as Agent for and signing on behalf of:
▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Associate
Confirmed as of the
date first above written:
SERVICE CORPORATION INTERNATIONAL
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President/Treasurer
-----------------------------------------------------------------------------
12
▇▇ ▇▇▇▇▇▇
Transaction
Date: 30 May 1996
The purpose of this letter agreement is to confirm the terms and conditions of
the Transactions entered into between:
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK
and
SERVICE CORPORATION INTERNATIONAL
on the Trade Date and identified by the ▇▇▇▇▇▇ Deal Number specified below (the
"Transaction"). This letter agreement constitutes a "Confirmation" as referred
to in the ISDA Master Agreement specified below.
The definitions and provisions contained in the 1991 ISDA Definitions (as
published by the International Swap Dealers Association, Inc.) are incorporated
into this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation will govern.
▇▇▇▇▇▇ Guaranty Trust Company of New York is, together with other United
Kingdom listed institutions, subject to the Bank of England's Code of Conduct.
In connection therewith, this and certain future wholesale money market
transactions will be outside the Financial Services Act, but you will have the
benefit of the Code of Conduct.
1. This Confirmation supplements, forms part of, and is subject to, the ISDA
Master Agreement dated as of 4 February 1993, as amended and supplemented from
time to time (the "Agreement"), between ▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW
YORK ("▇▇▇▇▇▇") and SERVICE CORPORATION INTERNATIONAL (the "Counterparty"). All
provisions contained in the Agreement govern this Confirmation except as
expressly modified below.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
▇▇▇▇▇▇ Deal Number: 151341
Trade Date: 14 March 1996
Effective Date: 19 March 1996
Termination Date: 1 April 2006, subject to adjustment in
accordance with the Modified Following
Business Day Convention
FIXED AMOUNTS:
Fixed Rate Payer: ▇▇▇▇▇▇
-------------------------------------------------------------------------------
13
Notional Amount: 494,000,000.00 FRF
Fixed Rate Payer Payment Dates: Each 1 April starting with 1 April 1996
up to, and including, 1 April 1998,
subject to adjustment in accordance
with the Modified Following Business
Day Convention and there will be an
adjustment to the Calculation Period.
Fixed Rate: 6.80000 percent
Fixed Rate Day Count Fraction: 30/360
Initial Stub Period:
From: 18 March 1996 To: 1 April 1996
(subject to adjustment in accordance
with the Modified Following Business
Day Convention)
▇▇▇▇▇▇ Fixed Rate: 6.80000 percent
FLOATING AMOUNTS:
Floating Rate Payer: Counterparty
Notional Amount: 494,000,000.00 FRF
Floating Rate Payer Payment Dates: Each 1 April starting with 1 April 1996
up to, and including, the Termination
Date, subject to adjustment in
accordance with the Modified Following
Business Day Convention and there will
be an adjustment to the Calculation
Period.
Floating Rate Option: DEM-LIBOR-BBA
Designated Maturity: 3 Month
Spread: Plus 1.97000 percent from 18 March 1996
to 1 April 1998.
Plus .23000 percent from 1 April 1998
to 1 April 2006.
Floating Rate Day Count Fraction: Actual/360
Reset Dates: Each 1 April, 1 July, 1 October,
1 January
14
Compounding: Applicable
Method of Compounding: Flat at 3 month FRF-PIBOR-AFB
Compounding Dates: Each 1 July, 1 October, 1 January,
1 April
Initial Stub Period:
From: 18 March 1996 To: 1 April 1996
(subject to adjustment in accordance
with the Modified Following Business
Day Convention)
Floating Rate for Initial 3.34766 percent (Excluding Spread
Calculation Period: where applicable)
Currency protected swap - DEM-LIBOR-BBA - sets TWO business day prior &
compounds flat at 3 month FRF-PIBOR-AFB.
FLOATING AMOUNTS:
Floating Rate Payer: ▇▇▇▇▇▇
Notional Amount: 494,000,000.00 FRF
Floating Rate Payer Payment Dates: Each 1 April starting with 1 April 1999
up to, and including, the Termination
Date, subject to adjustment in
accordance with the Modified Following
Business Day Convention and there will
be an adjustment to the Calculation
Period.
Floating Rate Option: FRF-PIBOR-AFB
Designated Maturity: 3 Month
Spread: None
Floating Rate Day Count Fraction: Actual/360
Reset Dates: Each 1 April, 1 July, 1 October,
1 January
Compounding: Applicable
Method of Compounding Flat
Compounding Dates: Each 1 July, 1 October, 1 January,
1 April
15
▇▇ ▇▇▇▇▇▇
Business Day Locations for Counterparty: Paris, New York
Business Day Locations for ▇▇▇▇▇▇: Paris, New York
Payments will be: Net
3. Account Details
PAYMENTS TO ▇▇▇▇▇▇:
Account for payments in FRF: ▇▇▇▇▇▇ Bank Paris
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇
Favour: ▇▇▇▇▇▇ Guaranty Trust Co of
New York - London Office
ABA/Bank No.:
Account No.: 43504300G0090
Reference: Further Credit to Swaps Group
Account: ▇▇▇▇▇▇▇▇
Please send MT100 cover cable
to MGT London
PAYMENTS TO COUNTERPARTY:
Account for payments in FRF:
Favour: SERVICE CORPORATION
INTERNATIONAL
ABA/Bank No.: Societe Generale, Paris
Account No.: Code De Banque 30003
Reference: ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
F/C: Service Corporation
International
Account #09920023632 RIB 52
4. Offices
(a) The Office of ▇▇▇▇▇▇ for the Swap Transaction is LONDON; and
(b) The Office of the Counterparty for the Swap Transaction is HOUSTON.
ALL ENQUIRIES REGARDING PAYMENTS AND/OR RATE RESETTINGS ONLY SHOULD BE SENT TO:
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK
60 VICTORIA EMBANKMENT
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
ATTENTION: ▇▇▇▇▇▇ CASE
TELEPHONE: ▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇
FACSIMILE: 44 1 71 325 3862/3863
TELEX: 896631 MGT G
CABLE: MORGANBANK
PLEASE QUOTE THE ▇▇▇▇▇▇ DEAL NUMBER INDICATED ABOVE.
--------------------------------------------------------------------------------
16
▇▇ ▇▇▇▇▇▇
ALL ENQUIRIES REGARDING CONFIRMATIONS SHOULD BE SENT TO:
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
ATTENTION: ▇▇▇▇▇ ▇▇▇▇▇
DOCUMENTATION CONTROL GROUP
TELEPHONE: ▇-▇▇▇-▇▇▇-▇▇▇▇
FACSIMILE: ▇-▇▇▇-▇▇▇-▇▇▇▇
PLEASE QUOTE THE ▇▇▇▇▇▇ DEAL NUMBER INDICATED ABOVE.
▇▇ ▇▇▇▇▇▇ SECURITIES INCORPORATED is acting solely as agent for ▇▇▇▇▇▇ and
will have no obligations under this Transaction.
Each party represents that (i) it is entering into the transaction evidenced
hereby as principal (and not as agent or in any other capacity); (ii) the other
party is not acting as a fiduciary for it; (iii) it is not relying upon any
representations except those expressly set forth in the Agreement or this
Confirmation; (iv) it has consulted with its own legal, regulatory, tax,
business, investment, financial, and accounting advisors to the extent it has
deemed necessary, and it has made its own investment, hedging, and trading
decisions based upon its own judgment and upon any advice from such advisors as
it has deemed necessary and not upon any view expressed by the other party; and
(v) it is entering into this transaction with a full understanding of the
terms, conditions and risks thereof and it is capable of and willing to assume
those risks.
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17
▇▇ ▇▇▇▇▇▇
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 or by
sending to us a letter, telex or facsimile substantially similar to this
letter, which letter, telex or facsimile sets forth the material terms of the
Transaction to which this Confirmation relates and indicates agreement to those
terms. When referring to this Confirmation, please indicate: ▇▇▇▇▇▇ Deal
Number: 151341.
Yours sincerely,
▇▇ ▇▇▇▇▇▇ SECURITIES INCORPORATED,
as Agent for and signing on behalf of:
▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Associate
Confirmed as of the
date first above written:
SERVICE CORPORATION INTERNATIONAL
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President/Treasurer
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