KEYBANK NATIONAL ASSOCIATION CONFIRMATION
Exhibit 10.1
KEYBANK NATIONAL ASSOCIATION
CONFIRMATION
| Date: | 18-May-2016 | |
| To: | NexPoint Residential Trust Operating Partnership, L.P. (“Counterparty”) | |
| Attn: | Kris Barber, Matt McGraner | |
| Email/Facsimile | ||
| Number: | ***@***, ***@*** | |
| From: | KeyBank National Association (“KeyBank”) | |
| Re: | Interest Rate Swap Transaction (“Transaction”) | |
| (Deal # 318074 / Tran # 318076) | ||
| USI: | 1030451927318074RA425016110300000000000000 | |
Ladies and Gentlemen:
The purpose of this letter agreement is to set forth the terms and conditions of the Transaction entered into between us on the Trade Date specified below. This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
The definitions and provisions contained in the 2006 ISDA Definitions (the “Definitions”) as published by the International Swaps and Derivatives Association, Inc. (“ISDA”), and amended from time to time, are incorporated into this Confirmation. In the event of any inconsistency between this Confirmation and the Definitions, this Confirmation will govern.
This Confirmation supplements, forms part of and is subject to, the ISDA Master Agreement dated as of May 09, 2016, as amended and supplemented from time to time (the “Agreement”), between you and us. All provisions contained in the Agreement shall govern this Confirmation except as expressly modified below.
Each party represents to the other party that:
| (a) | Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into this Transaction and as to whether this Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It 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 explanations related to the terms and conditions of a Transaction will not be considered investment advice or a recommendation to enter into this Transaction. No communication (written or oral) received from the other party will be deemed to be an assurance or guarantee as to the expected results of this Transaction. |
| DEAL#318074/TRAN#318076 | Page 1 |
| (b) | Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of this Transaction. It is also capable of assuming, and assumes, the risks of this Transaction. |
| (c) | Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of this Transaction. |
The terms of the Transaction to which this Confirmation relates are as follows:
| 1. General Terms: | ||
| Notional Amount: | $100,000,000.00 USD | |
| Trade Date: | 13-May-16 | |
| Effective Date: | 01-Jul-16 | |
| Termination Date: | 01-Jun-21 | |
| Business Days: | New York | |
| Fixed Amounts Details: | ||
| Fixed Rate Payer: | Counterparty | |
| Fixed Rate Payer Payment Dates: | Monthly, on the 1st, commencing on 01-Aug-16 up to and including the Termination date, subject to adjustment in accordance with Modified Following Business Day Convention | |
| Period End Dates: | Monthly on the 1st commencing 01-Aug-16 subject to No Adjustment | |
| Fixed Rate: | 1.10550% | |
| Fixed Rate Day | ||
| Count Fraction: | Act/360 | |
| Floating Amount Details: | ||
| Floating Rate Payer: | KeyBank | |
| Floating Rate Payer Payment Dates: | Monthly, on the 1st, commencing on 01-Aug-16 up to and including the Termination date, subject to adjustment in accordance with Modified Following Business Day Convention | |
| Period End Dates: | Monthly on the 1st commencing 01-Aug-16 subject to No Adjustment | |
| Floating Rate for | ||
| Initial Calculation | ||
| Period including | ||
| Spread: | To be determined | |
| DEAL#318074/TRAN#318076 | Page 2 |
| Floating Rate Option: | USD-LIBOR-BBA, however, the reference to “two London Banking Days” in the third line of the definition of “USD-LIBOR-BBA” as published in Section 7.1.(w).(xvii) of the Definitions is replaced by “one London Banking Day” | |
| Designated Maturity: | 1-Month | |
| Spread: | None | |
| Floating Rate Day | ||
| Count Fraction: | Act/360 | |
| Reset Dates: | The first day of each Floating Rate Payer Calculation Period, Subject to No Adjustment | |
| 2. Calculation Agent: | As per the Agreement, or if not specified therein, KeyBank | |
| 3. Account Details | ||
| Payment Method: | FEDWIRE | |
| Please pay us at: | KEYBANK NATIONAL ASSOCIATION | |
| ABA # | ||
| A/C # | ||
| ATTN: DERIVATIVE OPERATIONS | ||
| We will pay you at: | NEXBANK SSB DALLAS TX | |
| ABA # | ||
| FOR THE ACCOUNT OF NEXPOINT RESIDENTIAL TRUST, INC | ||
| A/C # | ||
| 4. Other Provisions: | ||
| 5. Other Conditions: | ||
| 6. Counterparty Portal Access: | ||
KeyBank will provide access to view the daily mid-market marks of your outstanding Transactions through a secured website, Key Derivatives On-line (“KDO”). Unless you notify KeyBank in writing that you do not agree to receive the daily mid-market marks via KDO, you agree that KDO is an acceptable and reliable manner of disclosure.
The following individuals will receive logon information and access to KDO once this Confirmation has been executed by an authorized signer(s) and returned to KeyBank. Please provide additional names and contact information in writing as required.
| Name | Email Address | |
| DEAL#318074/TRAN#318076 | Page 3 |
Please confirm the foregoing correctly sets forth the terms of our agreement by responding within two (2) Business Days by returning an executed copy of this Confirmation to the attention of Derivative Operations at ***@*** or facsimile at ###-###-####. 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.
| Regards, | ||
| KeyBank National Association | ||
| /s/ Mary Chudzinski | ||
| Name: | Mary Chudzinski | |
| Title: | Authorized Signatory | |
| Accepted and Confirmed as of the Trade Date |
| NexPoint Residential Trust Operating Partnership, L.P. |
| /s/ Brian Mitts |
| Name: Brian Mitts |
| Title: Authorized Signatory |
| DEAL#318074/TRAN#318076 | Page 4 |
