ISDA Interest Rate Swap Confirmation Agreement between Nicholas Financial, Inc. and Bank of America, N.A. (July 30, 2012)
Nicholas Financial, Inc. and Bank of America, N.A. entered into an interest rate swap agreement effective August 13, 2012, under the terms of an existing ISDA Master Agreement. Nicholas Financial will pay a fixed interest rate of 0.87% on a notional amount of $25 million, while Bank of America will pay a floating rate based on 1-month USD LIBOR. Payments are exchanged monthly until August 14, 2017. The agreement outlines payment terms, calculation methods, and other standard provisions for such financial transactions.
Exhibit 10.16
| To: | Nicholas Financial, Inc. | |||
| 2454 McMullen Booth Rd | ||||
| Bldg. C, #501-B | ||||
| Clearwater, FL 33759 | ||||
| Attn: | Ralph Finkenbrink | |||
| Telephone: | 727 ###-###-#### | |||
| Fax: | 727 ###-###-#### | |||
| From: | Bank of America, N.A. | |||
| 200 N College Street | ||||
| Charlotte | ||||
| North Carolina ###-###-#### | ||||
| U.S.A. | ||||
| Department: | Swaps Operations | |||
| Telephone: | (+1) 980 ###-###-#### | |||
| Fax: | (+1) 866 ###-###-#### | |||
| Date: | 30th July 2012 | |||
| Our Reference No: | 60543429 | |||
| Reference Name: | David Ott | |||
| Internal Tracking No: | 60543429 | |||
| Admin No: | 12BNl29697 | |||
Dear Sir/Madam,
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Nicholas Financial, 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 below (the “Agreement”).
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 the Definitions and this Confirmation, this Confirmation will govern.
This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of 30th March 1999, 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 Nicholas Financial, Inc.,
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General Terms:
The terms of the particular Transaction to which this Confirmation relates are as follows:
| Notional Amount: | USD 25,000,000.00 | |
| Trade Date: | 30th July 2012 | |
| Effective Date: | 13th August 2012 | |
| Termination Date: | 14th August 2017, 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 13th of each Month, commencing on 13th September 2012 and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention | |
| Fixed Rate: | 0.87000 per cent | |
| Fixed Rate Day | ||
| Count Fraction: | Actual/360 | |
| Floating Amounts: | ||
| Floating Rate Payer: | Party A | |
| Floating Rate Payer | ||
| Payment Dates: | The 13th of each Month, commencing on 13th September 2012 and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention | |
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| Floating Rate for initial | ||
| Calculation Period: | to be determined | |
| Floating Rate Option: | USD-LIBOR-BBA | |
| Designated Maturity: | 1 Month | |
| Spread: | None | |
| Floating Rate Day | ||
| Count Fraction: | Actual/360 | |
| Reset Dates: | First day of each Calculation Period | |
| Business Days: | London and New York | |
| Calculation Agent: | Party A | |
Recording of Conversations:
Each party to this Transaction acknowledges and agrees to the recording of conversations between trading and marketing personnel of the parties to this Transaction whether by one or other or both of the parties or their agents.
Account Details:
As advised under separate cover with reference to this Confirmation, each party shall provide appropriate payment instructions to the other party in writing and such instructions shall be deemed to be incorporated into this Confirmation.
| Offices: | ||||
| The Office of Party A for this Transaction is: | Charlotte - NC, United States Please send reset notices to fax no. (+1) 866 ###-###-#### | |||
| The Office of Party B for this Transaction is: | Clearwater - FL, United States | |||
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Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement by returning via telecopier an executed copy of this Confirmation in its entirety to the attention of Global FX and Derivative Operations (fax no.(+1) 866 ###-###-####).
| Bank of America, N.A. | Accepted and confirmed as of the date first written: Nicholas Financial, Inc. |
| /s/ Katherine A. Andrews | ||||
| Katherine A. Andrews | ||||
| Managing Director, Sr. Group Operations Manager |
| Authorised Signatory | By: | /s/ Ralph Finkenbrink | ||||
| Name: | Ralph Finkenbrink | |||||
| Title: | SVP & CFO |
Our Reference Number: 60543429
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