Exhibit 10.2
JPMorgan Chase Bank
Global Derivative Operations
0 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000
Interest Rate Swap Confirmation
To : Maverick Tube Corporation 00000 Xxxxxxxx Xxxxx Xxxx Xxxxx 000
Xxxxxxxxxxxx, XX 00000 Attn : Xxx Xxxxx Tel : 000 000 0000 Fax : 000 000 0000
Date : 24 March 2003 Re : Transaction Reference No. 0000353300 / 64715094
The purpose of this letter agreement is to confirm the terms and conditions of
the Transaction entered into between us on the Trade Date below. It constitutes
a "Confirmation" as referred to in the ISDA Master Agreement described below.
The definitions and provisions contained in the 2000 ISDA Definitions as
published by the International Swaps and Derivatives Association, Inc. ("ISDA")
are incorporated into this Confirmation. In the event of any inconsistency
between those definitions and provisions and this Confirmation, this
Confirmation will govern. Each party represents and warrants to the other that
(i) it is duly authorized to enter into the Transaction to which this
Confirmation relates and to perform its obligations hereunder and (ii) the
person executing this Confirmation is duly authorized to execute and deliver it.
1. This Confirmation evidences a complete and binding agreement between you
and us as to the terms of the Transaction to which this Confirmation
relates. In addition, you and we agree to use all reasonable efforts to
promptly negotiate, execute, and deliver an agreement in the form of the
ISDA Master Agreement (Multicurrency-Cross Border) (the "ISDA Form"), with
such modifications as you and we will in good faith agree. Upon the
execution by you and we of such an agreement, this Confirmation will
supplement, form a part of, and be subject to, that agreement. All
provisions contained or incorporated by reference in that agreement upon
its execution will govern this Confirmation except as expressly modified
below. Until you and we execute that agreement, this Confirmation, together
with all other documents referring to the ISDA Form (each a "Confirmation")
confirming transactions (each a "Transaction") entered into between you and
we (notwithstanding anything to the contrary in a Confirmation), shall
supplement, form a part of, and be subject to an agreement in the form of
the ISDA Form as if you and we had executed an agreement in such form (but
without any Schedule except for the election of the laws of the State of
New York as the governing law and United States Dollars as the Termination
Currency) on the Trade Date of the first such Transaction between you and
we. In the event of any inconsistency between provisions of that agreement
and this Confirmation, this Confirmation will prevail for the purpose of
the Transaction to which this Confirmation relates. The parties to this
Transaction are JPMorgan Chase Bank("JPMorgan") and Maverick Tube
Corporation (the "Counterparty").
2. The terms of the particular Transaction to which this Confirmation relates
are as follows
Notional Amount: USD 50,000,000.00
Trade Date: 18 March 2003
Effective Date: 21 March 2003
Termination Date: 21 March 2005, subject to adjustment in
accordance with the Modified Following
Business Day Convention.
Fixed Amounts:
Fixed Rate Payer: Counterparty
Fixed Rate Payer
Payment Dates: 21 June, 21 September, 21 December,
21 March of each year commencing with 21
June 2003 and ending with, and including,
the Termination Date, subject to adjustment
in accordance with the Modified Following
Business Day Convention.
Fixed Rate: 2.240000 percent
Fixed Rate
Day Count Fraction: Actual/360
Business Days : London, New York
Floating Amounts:
Floating Rate Payer: JPMorgan
Floating Rate Payer
Payment Dates: 21 June, 21 September, 21 December,
21 March of each year commencing with 21
June 2003 and ending with, and including,
the Termination Date, subject to adjustment
in accordance with the Modified Following
Business Day Convention.
Floating Rate for initial
Calculation Period: 1.286250 percent
Floating Rate Option: USD - LIBOR - BBA
Spread: None
Designated Maturity: 3 Months
Reset Dates: The first day of each Calculation Period.
Compounding: Not Applicable
Floating Rate
Day Count Fraction: Actual/360
Business Days : London, New York
Calculation Agent: JPMorgan
3. Account Details
Payments to JPMorgan:
JPMORGAN CHASE BANK, NEW YORK, FAVOR:JPMORGAN CHASE BANK, NY, A/C# 000-000-0000
Payments to Counterparty:
To be Advised
4. Office, address and telephone number for Notices in connection with this
Transaction
(a) Counterparty: Maverick Tube Corporation
00000 Xxxxxxxx Xxxxx Xxxx
Xxxxx 000
Xxxxxxxxxxxx, XX 00000
(b) JPMorgan: its head Office in
New York c/o Global Derivative Operations
0 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000
5. Documents to be Delivered
i) 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.
ii) ii) In connection with the agreement to be executed by the parties referred
to in part 1hereof, Counterparty agrees to deliver to JPMorgan an opinion
of counsel in form and substance satisfactory to JPMorgan.
6. Governing Law
The laws of the State of New York, provided, however, that upon execution of the
agreement referred to in part 1 hereof, this Confirmation shall be governed by
the law governing such agreement.
7. 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
independentdecisions to enter into that Transaction and as to whether that
Transaction is appropriate or proper for it based upon its own judgement
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.
Yours sincerely,
JPMORGAN CHASE BANK
By:/s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Vice President
Confirmed as of the date first above written:
Maverick Tube Corporation
By: /s/ Xxx Xxxxx
Name: Xxx Xxxxx
Title: CFO
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