Modification to Swap Derivative Contract, dated June 12, 2023
Exhibit 10.1
PHR TCI,LLC | June 12, 2023 |
Dear Sir/Madam,
Our Reference: 478886
Re: USD 15,092,000.00 Interest Rate Swap Transaction
UTI: 213800P77LZ13RWWOW70DRMSV1Q0EKMEXLAU1P80478886
The purpose of this document (this "Confirmation") is to set forth the terms and conditions of the transaction entered into between Citizens Bank, National Association ("Citizens") and PHR TCI, LLC (the "Counterparty") on the Trade Date specified below (the "Transaction"). This document will constitute a "Confirmation" as referred to in the ISDA Master Agreement specified below.
The definitions and provisions contained in the 2021 ISDA Interest Rate Derivatives Definitions, as published by the International Swaps and Derivatives Association, Inc., 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 evidences a complete and binding agreement between Counterparty and Citizens as to the terms of the Transaction to which this Confirmation relates. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of August 15, 2018 between Counterparty and Citizens as the same may be amended and supplemented from time to time (the "Agreement").
In the event of any inconsistency between the provisions of the Agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction.
The terms of the particular Transaction to which this Confirmation relates are as follows:
Notional Amount | USD 15,092,000.00 |
Trade Date | June 12, 2023 |
Effective Date | August 15, 2023 |
Termination Date | August 15, 2024 |
Fixed Amounts | |
Fixed Rate Payer | Counterparty |
Fixed Rate Payer Payment Dates | The 1st day of each month in each year, commencing September 1, 2023 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention. |
Fixed Rate | 5.13% |
Fixed Rate Day Count Fraction | Actual/360 |
Business Days for Fixed Amounts | New York |
Floating Amounts | |
Floating Rate Payer | Citizens |
Floating Rate Payer Payment Dates | The 1st day of each month in each year, commencing September 1, 2023 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention. |
Floating Rate Option | USD-SOFR |
Designated Maturity | 1 Day |
Floating Rate for Initial Calculation Period | N/A |
Spread | N/A |
Floating Rate Day Count Fraction | Actual/360 |
Compounding | Not Applicable |
Averaging | Averaging with Lookback |
Lookback Period(r) | 5 Applicable Business Days |
Reset Dates | The last day of each Calculation Period. |
Rate Reset Calendar | U.S. Government Securities Business Days |
Business Days for Floating Amounts | New York |
Calculation Agent | Citizens |
Other Details | |
N/A | |
Account Details | |
Payments to the Counterparty: | |
Bank Name: | CITIZENS BANK N.A. |
Account Number: | XXXXXX:1044 |
Account Name: | PHR TCI, LLC |
ABA Number: | XXXXX0120 |
Offices
The Office of Citizens for the Transaction is : | Boston |
The Office of the Counterparty for the Transaction is : | Not Applicable |
Each party represents to the other party on the Trade Date of this Transaction that (in the absence of a written agreement between the parties that expressly imposes affirmative obligations to the contrary for this Transaction):-
(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, and has not relied, 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.
(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.
This Confirmation is in final form and supersedes all previous Confirmations and communications in respect of this Transaction. No hard copy will follow.
In the event that you disagree with any part of this Confirmation, please notify us via the contact details below, so that the discrepancy may be quickly resolved. All inquiries regarding confirmations, payments and/or rate re-settings should be sent to:
Citizens Ban1c, National Association
One Citizens Drive
Riverside,RI 02915
Attn: Interest Rate Risk Management
Phone (866 ###-###-####
Fax   ###-###-####
We are pleased to have completed this Transaction and look forward to dealing with you again in the near future.
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation enclosed for that purpose and returning it to us via fax at the number listed above.
For and on behalf of Citizens Ban1c, National Association
/s/ James McKenna | |
Name: James McKenna | |
Title: SVP |
PHR TCI, LLC
By: | /s/ James Procaccianti | |
Name: James Procaccianti | ||
Title: Authorised signatory |