Swap Transaction Confirmation Agreement between SunTrust Bank and Foundry Park I, LLC (August 7, 2007)
This agreement confirms the terms of a swap transaction between SunTrust Bank and Foundry Park I, LLC, effective August 7, 2007, and ending January 1, 2010. Foundry Park I, LLC will pay a fixed interest rate, while SunTrust will pay a floating rate based on USD-LIBOR. The agreement outlines payment schedules, calculation methods, and conditions for early termination if a formal ISDA Master Agreement is not executed within 75 days. Both parties confirm their independent decision-making and understanding of the transaction's risks.
SunTrust
3333 Peachtree Road, N.E.
Center Code 3913
Atlanta, Georgia 30326
Member NASD and SIPC
August 7, 2007
Confirmation of Swap Transaction
THIS LETTER AGREEMENT SHOULD BE REVIEWED, EXECUTED BY AN AUTHORIZED PERSON(S), AND RETURNED IMMEDIATELY VIA FAX TO 404 ###-###-#### OR 404 ###-###-####.
(Please direct any questions to Faraz Ansari at ###-###-####.)
David Fiorenza
Vice President &
Principal Financial Officer at NewMarket Corporation
Foundry Park I, LLC
330 South 4th St.
Richmond, Virginia 23219
Ph#: ###-###-####
Fax#: ###-###-####
REF: 120716
Dear Mr. Fiorenza:
The purpose of this Confirmation is to set forth the terms and conditions of the Swap Transaction entered into between SunTrust Bank ("SunTrust") and Foundry Park I, LLC ("Counterparty") on the Trade Date specified below. The definitions and provisions contained in the 2000 Definitions published by the International Swaps and Derivatives Association, Inc. ("ISDA"), as amended and supplemented from time to time (the "Definitions"), are incorporated by reference into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.
This Confirmation evidences a complete and binding agreement as to the terms of the Swap Transaction. SunTrust and the Counterparty agree to use all reasonable efforts promptly to execute and deliver an agreement in the form of the ISDA Master Agreement (Multicurrency-Cross Border) (the "ISDA Form"), with such modifications as the parties will in good faith agree. Upon the execution of the ISDA Master Agreement, as amended and supplemented from time to time (the "Agreement"), this Confirmation will supplement, form a part of, and be subject to the Agreement. All provisions contained in or incorporated by reference in the Agreement upon its execution will govern this Confirmation except as expressly modified below. Until such execution, this Confirmation will supplement, form a part of, and be subject to an agreement in the form of the ISDA Form as if it had been executed in such form (but without any Schedule, except for the election of the laws of the State of New York as the gove rning law) on the Trade Date.
1. The terms of the particular Swap Transaction to which this Confirmation relates are as follows:
Notional Amount: See attached Schedule A
Trade Date: August 7, 2007
Effective Date: August 7, 2007
Termination Date: January 1, 2010, with adjustment in accordance with the Modified Following Business Day Convention
Business Days: New York and London
Calculation Agent: SunTrust
Fixed Amounts
Fixed Rate Payer: Counterparty
Fixed Rate Payer Payment Dates: The 1st day of each month, beginning September 1, 2007, through and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention
Fixed Rate: 4.975% per annum
Fixed Rate Day Count Fraction: Actual/360
Adjustment to Period End Dates: Applicable
Floating Amounts
Floating Rate Payer: SunTrust
Floating Rate Payer Payment Dates: The 1st day of each month, beginning September 1, 2007, through and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention
Floating Rate Option: USD-LIBOR-BBA, however the reference to "London Banking Days" in the third line of the definition of "USD-LIBOR-BBA" as published in Section 7.1.(w).(xvii) of the Annex to the 2000 ISDA Definitions is replaced by "New York and London Business Days".
Designated Maturity: 1 month
Floating Rate for initial Calculation Period: 5.33% per annum
Floating Rate Day Count Fraction: Actual/360
Spread: Inapplicable
Adjustment to Period End Dates: Applicable
Reset Dates: The first day of each Floating Rate Payer Calculation Period
2. Other Provisions
(a) Relationship Between the Parties. Each party hereto will be deemed, as of the Trade Date, to represent to the other party (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Swap Transaction): -
(i) Non-Reliance. It is acting for its own account, it has consulted appropriate legal, tax, financial and other advisers prior to entering into the Swap Transaction, and it has made its own independent decisions to enter into the Swap Transaction and as to whether the Swap 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 the Swap Transaction, it being understood that information and explanations related to the terms and conditions of the Swap Transaction will not be considered investment advice or a recommendation to enter into the Swap Transaction. No communication (written or oral) received from the other party will be deemed to be an assurance or guarantee as to the expected results of the Swap Transaction.
(ii) 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 the Swap Transaction. It is also capable of assuming, and assumes, the risks of the Swap Transaction.
(iii) Status of Parties. THE OTHER PARTY IS NOT ACTING AS A FIDUCIARY FOR OR AN ADVISER TO IT IN RESPECT OF THE SWAP TRANSACTION.
(b) SunTrust has the right, but not the obligation, to terminate the Swap Transaction if seventy-five (75) days have elapsed since the Trade Date and the ISDA Form and its accompanying Schedule have not been executed by the Counterparty and received by SunTrust. If this right to terminate is exercised, SunTrust will be entitled to receive from the Counterparty, or will be required to pay to the Counterparty, the fair market value for such termination as determined by SunTrust in good faith and in accordance with market practice and its own customary procedures.
(c) To help the government fight the funding of terrorism and money-laundering activities, federal law requires SunTrust to obtain, verify, and record certain identifying information about its customers. The Counterparty will need to provide to SunTrust its legal name, physical address, date of birth, if applicable, and other identifying information, including identifying documents, to assist in this verification process.
3. Account Details
Payments between the parties will be made via SunTrust deposit/debit account (DDA) #1000056391427.
Please confirm that the foregoing correctly sets forth the terms of the Swap Transaction by signing this Confirmation and immediately returning all its pages via fax (without a cover sheet) to ###-###-#### or ###-###-####.
Very truly yours, Accepted and Confirmed as of the date first written:
SUNTRUST BANK FOUNDRY PARK I, LLC
By: /s/ Rafeek Ghafur By: /s/ Bruce R. Hazelgrove, III
Name: Rafeek Ghafur Name: Bruce R. Hazelgrove, III
Title: Vice President Title: Vice President
SCHEDULE A*
Period Begin Dates Period End Dates Notional Amount
| 8/7/2007 | 9/4/2007 | 4,605,622.00 | ||||
| 9/4/2007 | 10/1/2007 | 5,091,579.43 | ||||
| 10/1/2007 | 11/1/2007 | 5,584,372.12 | ||||
| 11/1/2007 | 12/3/2007 | 6,732,626.71 | ||||
| 12/3/2007 | 1/2/2008 | 8,186,472.59 | ||||
| 1/2/2008 | 2/1/2008 | 10,115,717.10 | ||||
| 2/1/2008 | 3/3/2008 | 12,055,443.03 | ||||
| 3/3/2008 | 4/1/2008 | 15,876,062.47 | ||||
| 4/1/2008 | 5/1/2008 | 19,828,058.42 | ||||
| 5/1/2008 | 6/2/2008 | 23,971,648.73 | ||||
| 6/2/2008 | 7/1/2008 | 28,232,107.83 | ||||
| 7/1/2008 | 8/1/2008 | 32,702,979.93 | ||||
| 8/1/2008 | 9/2/2008 | 37,200,936.02 | ||||
| 9/2/2008 | 10/1/2008 | 41,257,251.20 | ||||
| 10/1/2008 | 11/3/2008 | 44,953,484.28 | ||||
| 11/3/2008 | 12/1/2008 | 48,491,645.20 | ||||
| 12/1/2008 | 1/2/2009 | 52,873,439.09 | ||||
| 1/2/2009 | 2/2/2009 | 56,204,551.67 | ||||
| 2/2/2009 | 3/2/2009 | 59,432,628.30 | ||||
| 3/2/2009 | 4/1/2009 | 62,650,731.99 | ||||
| 4/1/2009 | 5/1/2009 | 65,512,822.19 | ||||
| 5/1/2009 | 6/1/2009 | 68,203,909.10 | ||||
| 6/1/2009 | 7/1/2009 | 72,525,492.66 | ||||
| 7/1/2009 | 8/3/2009 | 76,590,865.33 | ||||
| 8/3/2009 | 9/1/2009 | 80,492,087.08 | ||||
| 9/1/2009 | 10/1/2009 | 84,043,729.12 | ||||
| 10/1/2009 | 11/2/2009 | 87,615,443.85 | ||||
| 11/2/2009 | 12/1/2009 | 91,113,844.72 | ||||
| 12/1/2009 | 1/4/2010 | 93,998,193.11 |
*Schedule A, subject to adjustment for the Period End Dates in accordance with the Modified Following Business Day Convention.
