HomeMy WebLinkAboutSWAP TERMINATION AGREEMENT DEUTSCHE BANK
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RECEIVED
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To:
Steve Shepard
Fred Russell 06/16/07sh
JUN 2 6 2007
Deutsche Bant~TY ATTORNEY
Deutsche Bank AG New York
60 Wall Street
New York. NY 10005
Telephone: 212-250-9425
Facsimilie: 212-797-0779
Date:
June 22, 2007
To:
Augusta Georgia
Attention:
Facsimile no.:
Swaps Documentation Department
1706 821 2819
Our Reference:
Global No. N473717N
Re:
Te."mination Ag,'eement
Ladies and Gentlemen:
The purpose of this tennination agreement ("Termination Agreement") dated as of June 21,2007, is to set
forth the terms and conditions of the termination of the Transaction between Deutsche Bank AG ("DBAG")
and Augusta Georgia ("Counterparty") with a Trade Date oflvIay 3, 2006, a Notional Amount ofUSD
160,000,000.00, and a Termination Date of October 1, 2039: (DBAG Reference Global No. N473717N) (the
"Transaction" ). Accordingly the parties agree as follows:
1. Termination: Effective June 25,2007, the rights, obligations and liabilities ofDBAG and Counterparty and
of their respective affiliates, subsidiaries, directors, officers, employees and agents under the Transaction are
hereby mutually terminated and discharged Each party hereto acknowledges that, except as provided herein,
no payments or other amounts are owed to it by the other party hereto under or with respect to the
Transaction. The termination provided for under this Termination Agreement is limited to the Transaction
referenced herein and shall not affect or suspend any other obligations of the parties under the Agreement.
2. Payment Obligation: In consideration of the termination and discharge effected by the preceding section,
on June 25,2007, DBAG will pay to Counterparty an amonnt equal to USD 1,190,000.00, in immediately
available funds to the account specified below.
3. Reoresentation: Each party hereby represents, with respect to itself, tbat:
(i) it has full power and legal right to execute and deliver, and to perform and observe the terms and
provisions of this Termination Agreement;
(ii) the execution, delivery and performance of this Termination Agreement have been duly authorized
by all necess3l}' action; and
(iii) this Termination Agreement is a legally valid and binding obligation, enforceable against it in
accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency,
moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to
equitable principles of general application (regardless of whether enforcement is sought in a
proceeding in equity or at law)).
4. Definitions: All terms used herein which are defined in the Confirmation of the Transaction referred to
herein shall have the meaning stated therein. For these purposes, all references in the Definitions or the
Agreement to a "Swap Transaction" shall be deemed to apply to the Transaction referred to herein
Chairman of the Supervisol)' Board: Clemens Borsig
Management Board: Josef Ackermann (Chairman), Hugo Banziger. Tessan von Heydebreck, Anthony Di lorio, Hermann-Josef Lamberti
26/06/2007 06:06:38 Page 2 of 3 DB
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5. Miscellaneous: This Tennination Agreement constitutes the entire agreement and nnderstanding of the
parties with respect to the subject matter hereof.
6. Govelning Law: The Transaction and all documentation relating thereto (including, without limitation, this
Termination Agreement) shall be governed and construed in accordance with the laws governing the
Agreement
7. Offices
The Office of DBAG for the Transaction to which this Termination Agreement corresponds is New
York.
8. Account Details:
USD Counterparty Payment Instructions:
Account With:
ABA Code:
Favor Of:
Acconnt Number:
Georgia BK & Trust Co, Augusta
061104314
Augusta Georgia, Augusta
201002868
N473717N
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26/06/2007 06:06:38 Page 3 of 3 DB
9. Please confirm that the foregoing correctly sets forth the terms of our agreement by having an autllorized
officer sign this Termination Agreement and retnnl it by facsimile or e-mail to:
Attention: Derivative Documentation
Telephone: 442075474755
Facsimile: 442075459761
E-mail: Derivative.Documentation@db.com
IN WITNESS WHEREOF, the parties hereto have caused tins Termination Agreement to be duly executed as
of the date first written above.
Yours sincerely,
Deutsche Bank AG
.ij:L
Name: GOhljn
Authori7.ed Signtltory
Ry:
By~ P
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NaIne: Paul Caner
Authorized SignBf<,ry
Confirmed as of the date first written above:
<2.'."ii ::"" r1' Z>1- G--
jJ Name: ])~l-t) ~ ~ C~Y'1;r./ Hli1Vb"'"
Title: M- ~"i ~
N473717N
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