Interest Rate Swap Transaction (REVISION)
Exhibit 10.5
Interest Rate Swap Transaction (REVISION)
The purpose of this letter agreement is to confirm the amendment of the terms and conditions of the Transaction entered into between:
JPMORGAN CHASE BANK, N.A.
(“JPMorgan”)
and
STANDARD PARKING CORPORATION
(the “Counterparty”)
on the Trade Date and identified by the JPMorgan Deal Number specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the Master Agreement specified below, and supersedes any previous confirmation or other writing with respect to the transaction described below.
The definitions and provisions contained in the 2006 ISDA Definitions (the “Definitions”), as published by the International Swaps 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.
This Confirmation supplements, forms part of, and is subject to, the Interest Rate and Currency Exchange Agreement dated as of 24 October 2012, as amended and supplemented from time to time (the “Agreement”), between JPMORGAN CHASE BANK, N.A. (“JPMorgan”) and STANDARD PARKING CORPORATION (the “Counterparty”). All provisions contained in the Agreement govern this Confirmation except as expressly modified below.
The terms of the particular Interest Rate Swap Transaction to which this Confirmation relates are as follows:
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A. TRANSACTION DETAILS |
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JPMorgan Deal Number(s): |
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6901000199694 / 0N175517102 |
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Notional Amount: |
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As set forth in the Notional Amount Schedule hereto |
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Trade Date: |
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25 October 2012 |
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Effective Date: |
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31 October 2012 |
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Termination Date: |
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30 September 2017 subject to adjustment in accordance with the Modified Following Business Day Convention. |
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Fixed Amounts: |
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Fixed Rate Payer: |
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Counterparty |
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Fixed Rate Payer Payment Dates: |
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The last day of each November, December, January, February, March, April, May, June, July, August, September and October in each year, from and including 30 November 2012 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. |
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Fixed Rate: |
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0.75250 percent |
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Fixed Rate Day Count Fraction: |
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Actual/360 |
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Business Days: |
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London, New York |
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Floating Amounts: |
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Floating Rate Payer: |
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JPMorgan |
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Floating Rate Payer Payment Dates: |
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The last day of each November, December, January, February, March, April, May, June, July, August, September and October in each year, from and including 30 November 2012 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day |
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Convention and there will be an adjustment to the Calculation Period. |
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Floating Rate for initial Calculation Period: |
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To be determined |
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Floating Rate Option: |
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USD-LIBOR-BBA |
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Designated Maturity: |
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1 Month |
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Spread: |
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None |
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Floating Rate Day Count Fraction: |
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Actual/360 |
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Reset Dates: |
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The first day of each Calculation Period. |
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Compounding: |
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Inapplicable |
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Business Days: |
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London, New York |
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Calculation Agent: |
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JPMorgan, unless otherwise stated in the Agreement. |
MAINTENANCE OF HEDGE
Counterparty hereby agrees that at all times until the termination of this Transaction it shall maintain outstanding obligations in respect of borrowed money in an amount equal to or greater than the Notional Amount.
Notional Amount Schedule:
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From and Including* |
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To but Excluding* |
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Notional Amount: |
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31 October 2012 |
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30 November 2012 |
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USD |
50,000,000.00 |
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30 November 2012 |
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31 December 2012 |
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USD |
50,000,000.00 |
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31 December 2012 |
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31 January 2013 |
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USD |
48,875,000.00 |
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31 January 2013 |
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28 February 2013 |
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USD |
48,875,000.00 |
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28 February 2013 |
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28 March 2013 |
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USD |
48,875,000.00 |
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28 March 2013 |
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30 April 2013 |
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USD |
47,750,000.00 |
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30 April 2013 |
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31 May 2013 |
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USD |
47,750,000.00 |
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31 May 2013 |
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28 June 2013 |
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USD |
47,750,000.00 |
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28 June 2013 |
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31 July 2013 |
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USD |
46,625,000.00 |
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31 July 2013 |
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30 August 2013 |
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USD |
46,625,000.00 |
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30 August 2013 |
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30 September 2013 |
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USD |
46,625,000.00 |
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30 September 2013 |
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31 October 2013 |
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USD |
45,500,000.00 |
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31 October 2013 |
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29 November 2013 |
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USD |
45,500,000.00 |
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29 November 2013 |
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31 December 2013 |
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USD |
45,500,000.00 |
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31 December 2013 |
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31 January 2014 |
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USD |
44,375,000.00 |
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31 January 2014 |
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28 February 2014 |
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USD |
44,375,000.00 |
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28 February 2014 |
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31 March 2014 |
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USD |
44,375,000.00 |
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31 March 2014 |
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30 April 2014 |
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USD |
43,250,000.00 |
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30 April 2014 |
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30 May 2014 |
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USD |
43,250,000.00 |
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30 May 2014 |
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30 June 2014 |
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USD |
43,250,000.00 |
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30 June 2014 |
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31 July 2014 |
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USD |
42,125,000.00 |
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31 July 2014 |
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29 August 2014 |
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USD |
42,125,000.00 |
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29 August 2014 |
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30 September 2014 |
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USD |
42,125,000.00 |
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30 September 2014 |
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31 October 2014 |
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USD |
41,000,000.00 |
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31 October 2014 |
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28 November 2014 |
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USD |
41,000,000.00 |
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28 November 2014 |
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31 December 2014 |
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USD |
41,000,000.00 |
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31 December 2014 |
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30 January 2015 |
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USD |
39,500,000.00 |
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30 January 2015 |
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27 February 2015 |
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USD |
39,500,000.00 |
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27 February 2015 |
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31 March 2015 |
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USD |
39,500,000.00 |
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31 March 2015 |
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30 April 2015 |
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USD |
38,000,000.00 |
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30 April 2015 |
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29 May 2015 |
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USD |
38,000,000.00 |
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29 May 2015 |
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30 June 2015 |
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USD |
38,000,000.00 |
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30 June 2015 |
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31 July 2015 |
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USD |
36,500,000.00 |
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31 July 2015 |
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28 August 2015 |
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USD |
36,500,000.00 |
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28 August 2015 |
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30 September 2015 |
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USD |
36,500,000.00 |
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30 September 2015 |
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30 October 2015 |
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USD |
35,000,000.00 |
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30 October 2015 |
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30 November 2015 |
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USD |
35,000,000.00 |
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30 November 2015 |
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31 December 2015 |
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USD |
35,000,000.00 |
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31 December 2015 |
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29 January 2016 |
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USD |
33,500,000.00 |
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29 January 2016 |
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29 February 2016 |
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USD |
33,500,000.00 |
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29 February 2016 |
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31 March 2016 |
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USD |
33,500,000.00 |
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31 March 2016 |
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29 April 2016 |
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USD |
32,000,000.00 |
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29 April 2016 |
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31 May 2016 |
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USD |
32,000,000.00 |
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31 May 2016 |
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30 June 2016 |
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USD |
32,000,000.00 |
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30 June 2016 |
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29 July 2016 |
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USD |
30,500,000.00 |
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29 July 2016 |
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31 August 2016 |
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USD |
30,500,000.00 |
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31 August 2016 |
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30 September 2016 |
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USD |
30,500,000.00 |
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30 September 2016 |
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31 October 2016 |
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USD |
29,000,000.00 |
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31 October 2016 |
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30 November 2016 |
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USD |
29,000,000.00 |
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30 November 2016 |
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30 December 2016 |
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USD |
29,000,000.00 |
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30 December 2016 |
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31 January 2017 |
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USD |
27,125,000.00 |
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31 January 2017 |
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28 February 2017 |
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USD |
27,125,000.00 |
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28 February 2017 |
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31 March 2017 |
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USD |
27,125,000.00 |
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31 March 2017 |
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28 April 2017 |
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USD |
25,250,000.00 |
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28 April 2017 |
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31 May 2017 |
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USD |
25,250,000.00 |
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31 May 2017 |
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30 June 2017 |
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USD |
25,250,000.00 |
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30 June 2017 |
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31 July 2017 |
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USD |
23,375,000.00 |
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31 July 2017 |
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31 August 2017 |
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USD |
23,375,000.00 |
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31 August 2017 |
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29 September 2017 |
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USD |
23,375,000.00 |
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*Subject to adjustment in accordance with the Modified Following Business Day Convention
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B. ACCOUNT DETAILS |
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Payments to JPMorgan in USD: |
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JPMORGAN CHASE BANK, N.A. |
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BIC: ▇▇▇▇▇▇▇▇▇▇▇ |
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A/C No: 099997979 |
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JPMORGAN CHASE BANK, NATL ASSO, NEW YORK |
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BIC: ▇▇▇▇▇▇▇▇▇▇▇ |
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Payments to Counterparty in USD: |
As per your standard settlement instructions. |
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C. OFFICES |
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JPMorgan: |
NEW YORK |
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Counterparty: |
CHICAGO |
D. DOCUMENTS TO BE DELIVERED
Each party shall deliver to the other, at the time of its execution of this Confirmation, evidence of the incumbency and specimen signature of the person(s) executing this Confirmation, unless such evidence has been previously supplied and remains true and in effect.
E. RELATIONSHIP BETWEEN PARTIES
Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction):
(a) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers 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 that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that 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 that Transaction.
(b) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is capable of assuming, and assumes the risks of that Transaction.
(c) Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction.
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: JPMorgan Deal Number(s): 6901000199694 / 0N175517102
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JPMorgan Chase Bank, N.A. |
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Title: |
Executive Director |
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Accepted and confirmed as of the date |
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first written: |
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STANDARD PARKING CORPORATION |
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/s/ G. ▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: |
G. ▇▇▇▇ ▇▇▇▇▇▇▇ |
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Title: |
Chief Financial Officer, Treasurer & President of Urban Operations |
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Your reference number: |
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Client Service Group
All queries regarding confirmations should be sent to:
JPMorgan Chase Bank, N.A.
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Contacts |
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JPMorgan Contact |
Telephone Number |
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Client Service Group |
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Group E-mail address: |
▇▇.▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ |
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Facsimile: |
(▇▇▇ ) ▇▇▇ ▇▇▇ ▇▇▇▇ |
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Telex: |
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Cable: |
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Please quote the JPMorgan deal number(s): 6901000199694 / 0N175517102.