Attached files
EXHIBIT 10.3
NATIXIS
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Back Office Dérivé
LRB 3032
40, avenue Terriors de France
Lumière Seine – Paris – 75012
Tél.: +33 158 55 21 60
Fax.: +33 158 55 21 51
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June 14, 2010
CINEDIGM DIGITAL FUNDING I LLC
55 MADISON AVENUE, SUITE 300
MORRISTOWN, NJ 07960
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Our reference: 2588339N
Your reference:
SWAP TRANSACTION
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered in between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.
The definitions and provisions contained in the 2006 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 those Definitions and this Confirmation, this Confirmation will govern.
This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of June 07, 2010 as amended and supplemented from time to time (the “Agreement), between you and us. All provisions contained in the Agreement govern this Confirmation except as expressly modified below.
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General Terms:
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Trade Date:
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June 08, 2010 14:48:48
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Effective Date:
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June 15, 2011
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Termination Date:
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June 15, 2013 subject to adjustment in accordance with the Modified Following Business Day Convention.
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Notional Amount:
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USD 33,333,333.00 (see schedule on next page)
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Calculation Agent:
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NATIXIS, unless otherwise specified in the Agreement
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Siège social
30, avenue Pierre Mendès-France
75013 Paris France
Tél.: +33 (0) 158 323 000
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Société anonyme à Conseil d’administration au capital
de 4 653 020 308, 80 €
R.C.S.: Paris 542 044 524
TVA: FR 773 542 044 524
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Fixed Amount Calculation Amount Schedule
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Calculation Periods
scheduled start date
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Calculation Periods
End Dates
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Calculation Amount
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Jun 15, 2011
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Jun 15, 2012
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USD 33,333,333.00
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Jun 15, 2012
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the Termination Date
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USD 26,666,666.00
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Floating Amount Calculation Amount Schedule
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Calculation Periods
scheduled start date
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Calculation Periods
End Dates
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Calculation Amount
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Jun 15, 2011
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Jun 15, 2012
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USD 33,333,333.00
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Jun 15, 2012
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the Termination Date
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USD 26,666,666.00
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Fixed Amount:
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Fixed Rate Payer:
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CINEDIGM DIGITAL FUNDING I LLC
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Fixed Rate:
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2.15%
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Fixed Rate Day
Count Fraction:
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Actual/360
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Fixed Rate Payer
Payment Date(s):
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Quarterly, September 15, December 15, March 15, June 15 of each year commencing on September 15, 2011 up to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention.
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Business Day:
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London and New York
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Floating Amount:
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Floating Rate Payer:
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NATIXIS
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Floating Rate Payer
Payment Date(s):
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Quarterly, September 15, December 15, March 15, June 15 of each year commencing on September 15, 2011 up to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention.
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Floating Rate Option:
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USD-LIBOR-BBA
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Designated Maturity:
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3 months
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Spread:
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not applicable
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Floating Rate Date
Count Fraction:
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Actual/360
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Reset Dates:
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The first day of each Calculation Period
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Siège social
30, avenue Pierre Mendès-France
75013 Paris France
Tél.: +33 (0) 158 323 000
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Société anonyme à Conseil d’administration au capital
de 4 653 020 308, 80 €
R.C.S.: Paris 542 044 524
TVA: FR 773 542 044 524
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Business Days:
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London and New York
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Account Details
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Account details of CINEDIGM DIGITAL FUNDING I LLC
Please advised
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Account details of NATIXIS
Currency: USD
Intermediary: DEUTSCHE BK TRUST COMPANY AMERICAS
Swift: BKTRUS3 3
Account with Bank: NATIXIS
Swift: NATXFRPPMAR
Beneficiary: NATIXIS
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Offices
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·
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The Office of NATIXIS for this Transaction is PARIS;
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The Office of CINEDIGM DIGITAL FUNDING I LLC for this Transaction is MORRISTOWN.
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Relationship between the Parties
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Each party will be deemed to represent to the other party on the date on which is enters into this Transaction that (in the absence of written Agreement between the parties which expressly imposes affirmative obligations to the contrary for this Transaction):
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(a)
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Non-Reliance. Each party is acting for its own account, and has made its own independent decisions to enter into this Transaction and this such Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. Each party is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into this Transaction; it being understood that information and explanation relating to the terms and conditions of this Transaction shall not be considered investment advice or a recommendation to enter into this Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of this Transaction.
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(b)
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Assessment and Understanding. Each party is capable of assessing the merits of and understands (on its own behalf or through independent professional advice), and accepts, the terms, conditions and risks of this Transaction. Each party is also capable of assuming and assumes the risks of this Transaction.
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(c)
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Status of the Parties. Neither party is acting as a fiduciary for or as an adviser to the other in respect of this transaction.
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us or by sending to us a letter or telex substantially similar to this letter, which letter or telex sets forth the material terms of the Transaction to which this Confirmation relates and indicates your agreement to those terms.
Yours sincerely,
NATIXIS
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Siège social
30, avenue Pierre Mendès-France
75013 Paris France
Tél.: +33 (0) 158 323 000
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Société anonyme à Conseil d’administration au capital
de 4 653 020 308, 80 €
R.C.S.: Paris 542 044 524
TVA: FR 773 542 044 524
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/s/ Pierre Delobel
Pierre DELOBEL
Responsable Back-Offices
Activités de Marchés
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/s/ Tanguy Loreau
Tanguy LOREAU
Head of interest rates and
credit derivatives operations
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CINEDIGM DIGITAL FUNDING I LLC
Confirmed as of the date first above written:
By:
Name:
Title:
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Siège social
30, avenue Pierre Mendès-France
75013 Paris France
Tél.: +33 (0) 158 323 000
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Société anonyme à Conseil d’administration au capital
de 4 653 020 308, 80 €
R.C.S.: Paris 542 044 524
TVA: FR 773 542 044 524
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