EXHIBIT 10.3
Sanwa Bank Plaza
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▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
To: Truckee River Bank
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Re: INTEREST RATE SWAP AGREEMENT
Date: March 1, 1996
Dear Sir,
The purpose of this letter agreement is to confirm the terms and
conditions of the Derivative Transaction entered into between us on the Trade
Date specified below (the "Specified Transaction"). This letter agreement
constitutes a "Confirmation" as referred to in the agreement specified below.
The definitions and provisions contained in the 1991 ISDA Definitions
(as published by the International Swap and Derivatives 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.
1. This Confirmation supplements, forms part of, and is subject to, the
ISDA Master Agreement and Schedule dated as of March 1, 1996 as amended
and supplemented from time to time (the "Agreement"), between you and
us. All provisions contained in the Master Agreement govern this
Confirmation except as expressly modified below.
2. The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
TYPE OF TRANSACTION: Interest Rate Swap
NOTIONAL AMOUNT: US $20,000,000.00
TRADE DATE: March 1, 1996
EFFECTIVE DATE: ▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ DATE: March 5, 1999 subject to
adjustment in accordance with
the Modified Following Business
Day Convention.
Truckee River Bank
March 1, 1996
page 2
FIXED AMOUNTS:
FIXED RATE PAYER: Sanwa Bank California
FIXED RATE: 8.17%
FIXED RATE PAYER PAYMENT DATES: The 5th day of June,
September, December &
March commencing March 5,
1996 up to and including
the Termination Date,
subject to adjustment in
accordance with the
Modified Following
Business Day convention.
FIXED RATE DAY COUNT: Actual/360
FLOATING AMOUNTS:
FLOATING RATE PAYER: Truckee River Bank
FLOATING RATE PAYMENT DATES: The 5th day of June,
September, December &
March commencing March 5,
1996 up to and including
the Termination Date,
subject to adjustment in
accordance with the
Modified Following
Business Day convention.
FLOATING RATE OPTION: USD - Prime-H.15
FLOATING RATE DAY
COUNT FRACTION: Actual/360
RESET DATES: Daily
COMPOUNDING: Not Applicable
METHOD OF AVERAGING: Weighted Average Method
CALCULATION AGENT: Sanwa Bank California
BUSINESS DAY CENTERS: New York
ROUNDING CONVENTION: The simple arithmetic
mean of rates expressed
as a percentage rounded
to five decimal places.
Truckee River Bank
March 1, 1996
page 3
3. ACCOUNT DETAILS:
PAYMENTS TO TRUCKEE: Federal Reserve Bank
ABA ▇▇▇▇-▇▇▇▇-▇
Truckee River Bank
PAYMENTS TO SANWA: Federal Reserve Bank
ABA ▇▇▇▇-▇▇▇▇-▇
Attn: Treasury Dept.
4. Modifications to Agreement:
Each party represents to the other party on the date hereof that
(absent a written agreement between the parties that expressly imposes
affirmative obligations to the contrary for this transaction):
(A) Non-Reliance. It has made its own independent decision to enter
into this transaction, is acting at arm's length for its own account,
and is not relying on any communication (written or oral) of the other
party as a recommendation or investment advice regarding this
transaction.
(B) Evaluation and understanding. It has the capability to evaluate and
understand (on its own behalf or through independent professional
advice), and does understand, the terms, conditions and risks of this
transaction and is willing to accept those terms and conditions and to
assume (financially and otherwise) those risks.
Please confirm that the foregoing correctly sets forth the terms of our
agreement by signing and returning a copy of this facsimile transmission or
sending a return telex or facsimile transmission to the attention of ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, fax number ▇▇▇-▇▇▇-▇▇▇▇.
We are very pleased to have executed this Interest Rate Swap
Transaction with you.
Confirmed as of the date
For and on behalf of: first above written:
SANWA BANK CALIFORNIA TRUCKEE RIVER BANK
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President/ Title: Senior Vice President/
Treasurer Treasurer
