Interest Rate Swap Agreement between Bank of America, N.A. and Psychiatric Solutions
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Summary
Bank of America, N.A. and Psychiatric Solutions entered into an interest rate swap agreement effective April 23, 2004, with a notional amount of $30 million. Under this agreement, Bank of America pays a fixed interest rate while Psychiatric Solutions pays a floating rate based on 6-month LIBOR plus a spread. The agreement runs until June 15, 2013, but Bank of America has the option to terminate early under specified conditions and pay a cancellation premium. The agreement is governed by an existing ISDA Master Agreement and includes standard terms for payment, calculation, and notice procedures.
EX-10.5 5 g90426exv10w5.txt EX-10.5 INTEREST RATE SWAP AGREEMENT . . . EXHIBIT 10.5 [BANK OF AMERICA LOGO]
Dear Sir/Madam, The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Psychiatric Solutions and Bank of America, N.A. (each a "party" and together "the parties") on the Trade Date specified below (the "Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified below (the "Agreement"). The definitions and provisions contained in the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., (the "Definitions") are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of 2nd January 2004, as amended and supplemented from time to time, between the parties. All provisions contained in the Agreement govern this Confirmation except as expressly modified below. In this Confirmation "Party A" means Bank of America, N.A. and "Party B" means Psychiatric Solutions. GENERAL TERMS: The terms of the particular Transaction to which this Confirmation relates are as follows:
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Notwithstanding anything to the contrary herein or in the Agreement or the Definitions, Party A may, in its sole discretion and at its expense, terminate this Transaction on any day from and including 15JUN08 to but excluding the Termination Date (the "Optional Termination Date"), in accordance with this Additional Optional Termination provision. The cancellation premium owned by Party A with respect to such Optional Termination Date is set forth under Section (i) below. Party A may only elect an Optional Termination Date by providing oral (including telephonic) notice of such election to Party B two New York and London Business Days prior to such Optional Termination Date, on or before 11:00 a.m. New York City time. Party A shall provide written confirmation of any telephonic notice within one New York and London Business Day of that notice. Failure to provide that written confirmation will not affect the validity of the telephonic notice. The Cash Settlement Amount payable by Party A on the Optional Termination Date shall be calculated as the sum of the following: (i) the cancellation premium, in accordance with the Optional Termination Date schedule as set forth below: Optional Termination Period Amount 15JUN08 to but excluding 15JUN09 USD 1,593,750.00 15JUN09 to but excluding 15JUN10 USD 1,062,500.00 15JUN10 to but excluding 15JUN11 USD 531,250.00 15JUN11 and thereafter USD 0.00 (ii) the net of the accrued but unpaid amount between the Fixed Rate Payer and the Floating Rate Payer from and including the last Payment Date to but excluding the Optional Termination Date. Nothing herein shall obligate Party A to elect the Optional Termination Date as provided herein. RECORDING OF CONVERSATIONS: Each party to this Transaction acknowledges and agrees to the tape recording of conversations between the parties to this Transaction whether by one or other or both of the parties or their agents, and that any such tape recordings may be submitted in evidence in any Proceedings relating to the Agreement and/or this Transaction.
Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement by returning via telecopier an executed copy of this Confirmation to the attention of Global Derivative Operations (fax no. (+1 312) 234 3603). 4 Accepted and confirmed as of the date first written: Bank of America, N.A. Psychiatric Solutions /s/ Dean Walker /s/ Brent Turner - --------------------- ----------------------- Dean Walker Name: Brent Turner Senior Vice President Title: Treasurer Authorised Signatory Our Reference Number: 3224402 Internal Tracking No: 7649771
