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[XX XXXXXX LETTERHEAD]
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
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CLIENT: TriNet Essential Facilities XII, Inc
ADDRESS:
FAX #:
CONTACT: Xxx Xxxxxxxx, Chief Financial Officer
SUBJECT: INTEREST RATE PROTECTION AGREEMENT (MGT REFERENCE #300115)
DATE: December 6, 1994
The purpose of this document is to confirm the terms and conditions of The Swap
Transaction entered into between TriNet Essential Facilities XII, Inc.
("Company" or Counterparty) and Xxxxxx Guaranty Trust Company of New York
("MGT") on the Trade Date specified below (the "Swap Transaction"). This
agreement constitutes a "Confirmation" as referred to in the Interest Rate and
Currency Exchange Agreement specified below. It is our intention to have this
confirmation serve as final documentation for this transaction and accordingly,
no other confirmation will follow.
The definitions and provisions contained in the 1991 ISDA Definitions (the
"Definitions") as published by the International Swap 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.
The parties agree that this Rate Protection Transaction will be documented under
a master agreement to be entered into on the basis of the printed form of Master
Agreement published by the International Swap Dealers Association, Inc., (the
"Agreement") currently under negotiation with such variations and additions as
the parties may agree. Upon execution by the parties of such Agreement, this
Confirmation will supplement, form part of, and be subject to the Agreement.
The terms of the particular Rate Protection Transaction to which this
Confirmation relates are as follows:
TYPE OF TRANSACTION: Rate Cap Transaction
NOTIONAL AMOUNT: US75,000,000.00
TRADE DATE: December 6, 1994
EFFECTIVE DATE: January 1, 1995
TERMINATION DATE; December 1, 2004
FIXED AMOUNTS:
FIXED RATE PAYER (Buyer): TriNet Essential Facilities XII Inc.
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FIXED RATE PAYER PAYMENT DATE: December 8, 1994
FIXED AMOUNT (Transaction Fee): The Fixed Rate Payer shall pay to the
Floating Rate Payer a Fixed Amount
(Transaction Fee) equal to US$6,667,500.00
based on 8.8900% of the Notional Amount.
FLOATING AMOUNTS:
FLOATING RATE PAYER (Seller): MGT
Strike
CAP RATE (Protected Rate): From 1/1/95 to, but excluding, 12/1/98 7.00%
From 12/1/98 to, and including, 12/1/04 7.75%
FLOATING RATE PAYMENT DATES: Three business days prior to the first of each
month commencing January 27, 1995, up to and
including three days prior to the Termination
Date, subject to adjustment in accordance with
the Modified Following Business Day Convention.
FLOATING RATE OPTION: USD-LIBOR-BBA
Telerate Page 3750
DESIGNATED PROTECTION PERIOD: 1 Month
FLOATING RATE
DAY COUNT FRACTION: Actual/360
FLOATING RATE PERIOD END DATE: The first day of each calendar month with
no adjustments (for weekends or holidays)
FLOATING RATE CALCULATION
PERIOD: Each period from, and including, one Period
End Date to but excluding, the next applicable
Period End Date, except that the (a) the
Initial Calculation Period will commence on,
and include, the Effective Date and (b) the
final Calculation Period will end on, but
exclude, the Termination Date.
BUSINESS DAY CENTERS: New York
ROUNDING CONVENTION: The simple arithmetic mean of rates expressed
as a percentage rounded to five decimal places.
CALCULATION AGENT: XXXXXX GUARANTY TRUST COMPANY, NY
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XXXXXX PAYMENT INSTRUCTIONS: Xxxxxx Guaranty Trust Company of New York
00 Xxxx Xxxxxx
ABA #000-000-000
Account No. 000-00-000
ATTN.: Swap Derivative Operations
REF.: Interest Rate Protection Payment
COMPANY PAYMENT INSTRUCTIONS:
Please Provide
Each party hereby agrees to make payments to the other in accordance with this
Confirmation and the Agreement. Please confirm your Agreement to be bound by the
terms of the foregoing by executing this facsimile of this Confirmation and
returning it to us. Please send to the attention of Xxx Xxxxxx. Fax
#000-000-0000 (Phone #000-000-0000). When referencing this Confirmation, please
indicate: MGT Cap #300115.
We are very pleased to have executed this Rare Protection Transaction with
TriNet Essential Facilities XII Inc.
With kind regards,
X X Xxxxxx Securities Inc. acting as Agent for
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
/s/ Xxxxxx Xxxxxx
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NAME: Xxxxxx Xxxxxxx
TITLE: Associate
Accepted and Confirmed as of
the date first above written
/s/ XXX XXXXXXXX
--------------------------------
NAME: Xxx Xxxxxxxx
TITLE: Chief Financial Officer
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