Swap Transaction Confirmation between Merrill Lynch Capital Services, Inc. and NPC International, Inc. dated March 31, 2008
This agreement confirms a swap transaction between Merrill Lynch Capital Services, Inc. and NPC International, Inc. Under the terms, NPC will pay a fixed interest rate of 2.79% per year on a notional amount of $50 million, while Merrill Lynch will pay a floating rate based on three-month USD LIBOR. Payments are made quarterly from April 7, 2008, to April 7, 2011. Both parties acknowledge they are acting independently and not relying on each other's advice. The agreement is governed by an existing ISDA Master Agreement.
EXHIBIT 10.17
| DATE: | MARCH 31, 2008 | |
| TO: | NPC INTERNATIONAL, INC. ("Counterparty") | |
| ATTENTION: | BOB NYGREN | |
| EMAIL: | ***@*** | |
| TEL: | (913 ###-###-#### | |
| FROM: | MERRILL LYNCH CAPITAL SERVICES, INC. ("MLCS") | |
| CONTACT: | ROBERT CHIBOWSKI | |
| EMAIL: | ***@*** | |
| TEL: | 212 ###-###-#### | |
| FAX: | 917 ###-###-#### | |
| RE: | SWAP TRANSACTION | |
| MLREF: | 08DL27548, 4465696 | |
Dear Sir or Madam:
The purpose of this communication is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the "Transaction"). This communication 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. For these purposes, all references in those Definitions to a "Swap Transaction" shall be deemed to apply to the Transaction referred to herein. In the event of any inconsistency between the Definitions and this Confirmation, the terms of this Confirmation shall govern.
This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of June 6, 2006 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.
The terms of the particular Transaction to which the Confirmation relates are as follows:
| Notional Amount: | USD 50,000,000.00 | |
| Trade Date: | March 31, 2008 | |
| Effective Date: | April 7, 2008 | |
| Termination Date: | April 7, 2011, subject to adjustment in accordance with the Modified Following Business Day Convention. | |
| Admin No: 08DL27548 - IDS | Page 1 of 3 |
| Fixed Amounts : | ||
| Fixed Rate Payer : | Counterparty | |
| Fixed Rate Payer Payment Date(s): | July 7, October 7, January 7 and April 7 in each year, commencing on July 7, 2008 and ending on the Termination Date, inclusive, subject to adjustment in accordance with the Modified Following Business Day Convention | |
| Fixed Rate : | 2.790000% per annum | |
| Fixed Rate Payer Day Count Fraction: | Actual/360 | |
| No Adjustment of Period End Dates: | Inapplicable | |
| Floating Amounts : | ||
| Floating Rate Payer : | MLCS | |
| Floating Rate Payer Payment Date(s): | July 7, October 7, January 7 and April 7 in each year, commencing on July 7, 2008 and ending on the Termination Date, inclusive, subject to adjustment in accordance with the Modified Following Business Day Convention | |
| Floating Rate Option: | USD-LIBOR-BBA | |
| Designated Maturity: | Three Month | |
| Spread: | Inapplicable | |
| Floating Rate Payer Day Count Fraction: | Actual/360 | |
| No Adjustment of Period End Dates: | Inapplicable | |
| Reset Dates: | The first day of each Floating Rate Payer Calculation Period | |
| Rate Cut-Off Dates: | Inapplicable | |
| Averaging: | Inapplicable | |
| Compounding: | Inapplicable | |
| Admin No: 08DL27548 - IDS | Page 2 of 3 |
| Business Days: | New York and London | |
| Calculation Agent: | MLCS unless otherwise specified in the Agreement | |
| Non-Reliance: | Each party represents to the other party that it is acting for its own account, and has made its own independent decisions to enter into this Transaction and as to whether this Transaction is appropriate or proper for it based on its own judgment and upon advice from such advisors 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 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. | |
Please confirm that the foregoing correctly sets the terms of our agreement by executing this Confirmation and returning it to us by facsimile transmission.
| Yours sincerely, | ||
| MERRILL LYNCH CAPITAL SERVICES, INC. | ||
| By: | | |
| Authorized Signatory | ||
| Accepted and confirmed as of the Trade Date written above: | ||
| NPC INTERNATIONAL, INC. | ||
| By: | | |
| Authorized Signatory | ||
| Name: | ||
| Title: | ||
| Admin No: 08DL27548 - IDS | Page 3 of 3 |
