Rate Swap Transaction Confirmation, by and between Advanced Energy Industries, Inc. and HSBC Bank USA, National Association, dated April 7, 2020 (the HSBC Confirmation)
Exhibit 10.5
HSBC Bank USA, National Association
452 Fifth Avenue
New York, NY 10018
Fax: (212) 525-5517
From:
HSBC Bank USA, National Association
452 Fifth Avenue, New York, NY 10018
To:
Advanced Energy Industries, Inc.
| Date | : 07 April 2020 |
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| Our Reference | : 4762820N |
RATE SWAP TRANSACTION CONFIRMATION
Dear Sir or Madam,
The purpose of this agreement (this "Confirmation") is to confirm the terms and conditions of the Swap Transaction entered into between us on the Trade Date specified below.
This Confirmation constitutes a "Confirmation" as referred to in the ISDA Master 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 provisions and this Confirmation, this Confirmation will govern.
This Confirmation supplements, forms part of and is subject to the ISDA 2002 Master Agreement dated as of April 2, 2020, as amended and supplemented from time to time (the "Agreement"), between HSBC Bank USA, National Association ("Party A") and Advanced Energy Industries, Inc. ("Party B"). All provisions contained in or incorporated by reference in the Agreement govern this Confirmation except as expressly modified below.
The terms of the particular Swap Transaction to which this Confirmation relates are as follows:
| Trade Date | : 06 April 2020 |
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| Effective Date | : 08 April 2020 |
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| Termination Date | : 10 September 2024, subject to adjustment in accordance with Modified Following Business Day Convention |
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| Fixed Amount |
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| Fixed Rate Payer | : Party B |
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| RESTRICTED | 4762820N |
| Fixed Rate Payer Notional Amount | : As set forth in Exhibit I, which is attached hereto and incorporated by reference into this Confirmation |
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| Fixed Rate Initial Calculation Period | : Commencing from the Effective Date till 30 April 2020 |
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| Fixed Rate Payer Payment Dates | : The last day of each month, commencing on 30 April 2020 and ending on the Termination Date, subject to adjustment in accordance with Modified Following Business Day Convention. |
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| Fixed Rate | : 0.498% |
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| Fixed Rate Payer Fixed Rate Day |
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| Count Fraction | : Actual/360 |
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| Business Days | : New York and London |
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| Floating Amounts |
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| Floating Rate Payer | : Party A |
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| Floating Rate Payer Notional Amount | : As set forth in Exhibit I, which is attached hereto and incorporated by reference into this Confirmation |
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| Floating Rate Payer Payment Dates | : The last day of each month, commencing on 30 April 2020 and ending on the Termination Date, subject to adjustment in accordance with Modified Following Business Day Convention. |
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| Floating Rate Initial Calculation Period | : Commencing from the Effective Date till 30 April 2020 |
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| Floating Rate for initial Calculation |
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| Period (excluding Spread) | : 0.92125% |
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| Relevant Rate: | : USD-LIBOR-BBA |
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| Designated Maturity | : 1 month |
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| Spread | : None |
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| Reset Dates | : The first day of each Calculation Period |
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| Floating Rate Payer Day Count Fraction | : Actual/360 |
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| Compounding | : Inapplicable |
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| Business Days | : New York and London |
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| Calculation Agent | : Party A or as otherwise specified in the Agreement |
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| RESTRICTED | 4762820N |
Office(s):
The office of Party A for the Swap Transaction is New York
Account Details:
In USD
| HSBC Bank USA, National Association | : As per Standard Settlement Instruction, or as otherwise advised separately. |
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| Advanced Energy Industries, Inc. | : As per Standard Settlement Instruction, or as otherwise advised separately. |
Please confirm that the forgoing correctly sets forth the terms of our agreement by having an authorized officer sign this Confirmation and return it via email to:
HSBC Bank USA, National Association
Swap Documentation
Attention: Derivative Confirmations
Email : ***@***
Please direct all settlement inquiries to:
HSBC Bank USA, National Association
Derivative Settlements
Attention: Derivative Settlements
Telephone: +44 (0)207 088 2551
Email : ***@***
The Parties acknowledge, that this Confirmation has been executed by HSBC Bank USA, National Association by means of a computer-based system and that such execution shall have the same legal effect as if a signature had been manually written on such Confirmation and that each such Confirmation shall be deemed to have been signed by HSBC Bank USA, National Association for the purposes of any statute or rule of law that requires such Confirmation to be signed. The Parties acknowledge that in any legal proceedings relating to this Confirmation, each party expressly waives any right to raise any defense or waiver of liability based upon the execution of this Confirmation by HSBC Bank USA, National Association by means of an electronically-produced signature or signatures.
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| RESTRICTED | 4762820N |
| HSBC Bank USA, National Association | |
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| By: | /s/ Gitu Abraham |
| Name: | Gitu Abraham |
| Title: | Assistant Vice President |
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| #40969A |
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| Advanced Energy Industries, Inc. | |
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| By: | /s/ Chris Hanson |
| Name: | Chris Hanson |
| Title: | VP Treasurer |
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| RESTRICTED | 4762820N |
EXHIBIT I
| For the Calculation Periods | Notional Amount (USD) | |
| From and Including* | To but Excluding* | |
| The Effective Date | 30-Apr-20 | 143,171,875 |
| 30-Apr-20 | 29-May-20 | 143,171,875 |
| 29-May-20 | 30-Jun-20 | 143,171,875 |
| 30-Jun-20 | 31-Jul-20 | 140,984,375 |
| 31-Jul-20 | 28-Aug-20 | 140,984,375 |
| 28-Aug-20 | 30-Sep-20 | 140,984,375 |
| 30-Sep-20 | 31-Oct-20 | 138,796,875 |
| 31-Oct-20 | 30-Nov-20 | 138,796,875 |
| 30-Nov-20 | 31-Dec-20 | 138,796,875 |
| 31-Dec-20 | 29-Jan-21 | 136,609,375 |
| 29-Jan-21 | 26-Feb-21 | 136,609,375 |
| 26-Feb-21 | 31-Mar-21 | 136,609,375 |
| 31-Mar-21 | 30-Apr-21 | 134,421,875 |
| 30-Apr-21 | 28-May-21 | 134,421,875 |
| 28-May-21 | 30-Jun-21 | 134,421,875 |
| 30-Jun-21 | 30-Jul-21 | 132,234,375 |
| 30-Jul-21 | 31-Aug-21 | 132,234,375 |
| 31-Aug-21 | 30-Sep-21 | 132,234,375 |
| 30-Sep-21 | 29-Oct-21 | 130,046,875 |
| 29-Oct-21 | 30-Nov-21 | 130,046,875 |
| 30-Nov-21 | 31-Dec-21 | 130,046,875 |
| 31-Dec-21 | 31-Jan-22 | 127,859,375 |
| 31-Jan-22 | 28-Feb-22 | 127,859,375 |
| 28-Feb-22 | 31-Mar-22 | 127,859,375 |
| 31-Mar-22 | 29-Apr-22 | 125,671,875 |
| 29-Apr-22 | 31-May-22 | 125,671,875 |
| 31-May-22 | 30-Jun-22 | 125,671,875 |
| 30-Jun-22 | 29-Jul-22 | 123,484,375 |
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| RESTRICTED | 4762820N |
| 29-Jul-22 | 31-Aug-22 | 123,484,375 |
| 31-Aug-22 | 30-Sep-22 | 123,484,375 |
| 30-Sep-22 | 31-Oct-22 | 121,296,875 |
| 31-Oct-22 | 30-Nov-22 | 121,296,875 |
| 30-Nov-22 | 30-Dec-22 | 121,296,875 |
| 30-Dec-22 | 31-Jan-23 | 119,109,375 |
| 31-Jan-23 | 28-Feb-23 | 119,109,375 |
| 28-Feb-23 | 31-Mar-23 | 119,109,375 |
| 31-Mar-23 | 28-Apr-23 | 116,921,875 |
| 28-Apr-23 | 31-May-23 | 116,921,875 |
| 31-May-23 | 30-Jun-23 | 116,921,875 |
| 30-Jun-23 | 31-Jul-23 | 114,734,375 |
| 31-Jul-23 | 31-Aug-23 | 114,734,375 |
| 31-Aug-23 | 29-Sep-23 | 114,734,375 |
| 29-Sep-23 | 31-Oct-23 | 112,546,875 |
| 31-Oct-23 | 30-Nov-23 | 112,546,875 |
| 30-Nov-23 | 29-Dec-23 | 112,546,875 |
| 29-Dec-23 | 31-Jan-24 | 110,359,375 |
| 31-Jan-24 | 29-Feb-24 | 110,359,375 |
| 29-Feb-24 | 28-Mar-24 | 110,359,375 |
| 28-Mar-24 | 30-Apr-24 | 108,171,875 |
| 30-Apr-24 | 31-May-24 | 108,171,875 |
| 31-May-24 | 28-Jun-24 | 108,171,875 |
| 28-Jun-24 | 31-Jul-24 | 105,984,375 |
| 31-Jul-24 | 30-Aug-24 | 105,984,375 |
| 30-Aug-24 | The Termination Date | 105,984,375 |
* All dates listed above, with the exception of the Effective Date, are subject to adjustment in accordance with the Modified Following Business Day Convention.
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| RESTRICTED | 4762820N |
