EX-10.U 3 ex10-u.txt SWAP AGREEMENT 1 EXHIBIT 10(u) 233 South Wacker Drive, Suite 2800 Chicago, Illinois 60606 Tel 312-234-2732 Fax 313-234-3603 BANK OF AMERICA TO: Response Oncology, Inc. 1775 Moriah Woods Blvd. Memphis, TN 38117 ATTN: Pete Stark PHONE: 901-761-7000 FAX: 901-683-7277 FROM: Bank of America, N.A. 233 South Wacker Drive - Suite 2800 Chicago, Illinois 60606 Sean Doyle/ John Dowaschinski Date: 29JUN00 Our Reference No. 154327 Internal Tracking Nos. 3163066 The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Response Oncology, Inc. 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 in paragraph 1 below (the "Agreement"). The definitions and provisions contained in the 1991 ISDA Definitions (as supplemented by the 1998 Supplement), 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. Without prejudice to the foregoing. references in this Confirmation to the Transaction shall for the purposes of the Definitions mean the Swap Transaction. 1. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of May 12, 1997, 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 Response Oncology, Inc. 2. The terms of the particular Transaction to which this Confirmation relates are as follows: Notional Amount: USD 17,000,000.00 Trade Date: 28JUN00 Effective Date: 01JUL00 Termination Date: 01JUL01, subject to adjustment in accordance with the Modified Following Business Day Convention FIXED AMOUNTS: Fixed Rate Payer: Party B Fixed Rate Payer Payment Dates: The 1st of each January, April, July and October, commencing 01OCT00 and ending 01JUL01, subject to adjustment in accordance with the Modified Following Business Day Convention. Fixed Rate: 7.24000% Fixed Rate Day Count Fraction: Actual/360 2 FLOATING AMOUNTS: Floating Rate Payer: Party A Floating Rate Payer Payment Dates: The 1st of each January, April, July and October, commencing 01OCT00 and ending 01JUL01, subject to adjustment in accordance with the Modified Following Business Day Convention. Floating Rate for Initial Calculation Period: TO BE SET Floating Rate Option: USD-LIBOR-BBA Designated Maturity: 3 Month Spread: None Floating Rate Day Count Fraction: Actual/360 Reset Dates: The first day of each Calculation Period Compounding: Inapplicable Business Days: New York, London Calculation Agent: Party A 3. 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. 4. ACCOUNT DETAILS: Account for payments to Party A: USD We will debit your account. NAME: Bank of America ABA # TN ACCT: 0112996855 RESPONSE ONCOLOGY Account for payments to Party B: USD NAME: Bank of America CITY: NASHVILLE ABA # TN ATTN: NABKUS3ANAS NAME: RESPONSE ONCOLOGY ACCT: 0112996855 5. OFFICES: The Office of Party A for this Transaction is: Charlotte, NC The Office of Party B for this Transaction is: Tennessee, USA 3 CREDIT SUPPORT DOCUMENT: As per Agreement (and Credit Support Annex if applicable). Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement by responding within three (3) Business Days by returning via telecopier an executed copy of this Confirmation to the attention of Global Derivative Operations at (fax no. (312) 234-3603). Failure to respond within such period shall not affect the validity or enforceability of this Transaction, and shall be deemed to be an affirmation of the terms and conditions contained herein, absent manifest error. Yours Sincerely, Bank of America, N.A. By: /s/ Allison Smaluk -------------------------------- Vice-President Authorized Signatory Accepted and confirmed as of the date first written: Response Oncology, Inc. By: /s/ Pete A. Stark -------------------------------- Name: Pete A. Stark ----------------------------- Title: VP Finance ---------------------------- Our Reference # 154327