Confirmation of Transaction, dated April 29, 2022, between Fifth Third Bank, N.A. and UTSI Finance, Inc
Exhibit 10.2
| Capital Markets Derivative Operations 38 Fountain Square MD 1090RE Cincinnati, OH 45263 |
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| Phone: 855 ###-###-#### |
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Date: April 29, 2022
To: UTSI FINANCE, INC
Attention: VIOLETA GOLEMATIS
Phone: 586 ###-###-####
Email: ***@***
Attention: NICOLE REDMOND
Phone: 586 ###-###-####
Email: ***@***
Attention: STEVEN FITZPATRICK
Phone: 586 ###-###-####
Email: ***@***
USI: 1030451071FITB69279RA446784416700000000000
Re: Interest Rate Swap 69279
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Fifth Third Bank, National Association ("Party A") and UTSI FINANCE, INC (“Party B”) on the Trade Date specified below (“Transaction"). This letter constitutes a "Confirmation" as referred to in the Agreement specified below.
1.Each Transaction entered into under this Confirmation will be subject to, and governed by the provisions of, the 2006 ISDA Definitions as published by the International Swaps and Derivatives Association, Inc., (the "Definitions"). In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.
2.This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of April 21, 2022, as amended and supplemented from time to time (the “Agreement”), between Party A and Party B. All provisions contained in the Agreement govern this Confirmation except as expressly modified below. In the event of any inconsistency between the Agreement and this Confirmation, this Confirmation will govern.
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| 3. | Each party represents and warrants to the other party as follows: |
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| (a) | Such party is fully informed of and capable of evaluating, and has evaluated, the potential financial benefits and risks, the tax and accounting implications, the appropriateness in light of its individual financial circumstances, business affairs, and risk management capabilities, and the conformity to its policies and objectives, of this Transaction. |
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| (b) | Such party has entered into this Transaction in reliance only upon its own judgment. Neither party holds itself out as advising, or any of its employees or agents as having the authority to advise, the other party as to whether or not it should enter into this Transaction, and neither party shall have any liability whatsoever in respect of any advice of such nature given, or views expressed, by it or any such persons to the other party, whether or not such advice is given or such views are expressed at the request of the other party. |
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| (c) | Such party has entered into this Transaction not for the purpose of speculation. |
| Fifth Third Bank, National Association. Member FDIC | Page 1 of 6 |
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4.Please acknowledge your agreement to the terms hereof by delivering back to Fifth Third Bank, National Association an executed version of this Confirmation. If you do not return an unaltered, fully-executed version of this Confirmation to Fifth Third Bank, National Association within 3 business days of the date of your receipt of this Confirmation, you shall be deemed to have accepted the terms hereof as set forth herein.
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| 5. | The terms of the particular Transaction to which this Confirmation relates are as follows |
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| Transaction Type: | Interest Rate Swap |
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| Payment Currency: | USD |
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| Notional Currency: | USD |
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| Notional Amount: | For a Calculation Period, the amount set forth opposite that Calculation |
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| Period on Schedule A. |
Term:
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| Trade Date: | April 29, 2022 |
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| Effective Date: | April 29, 2022 |
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| Termination Date: | April 30, 2027, with No Adjustment |
Fixed Amounts:
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| Fixed Rate Payer: | UTSI FINANCE, INC |
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| Fixed Rate Calculation Periods: | From and including the last day of each month to but excluding the last day of the following month starting with the Effective Date continuing until the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention. |
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| Fixed Rate Payment Date: | Last calendar day of each month beginning with May 31, 2022, continuing until the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention. |
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| Fixed Rate: | 2.88000% |
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| Fixed Rate Day Count |
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| Fraction: | Act/360 |
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| Fixed Rate Business Day |
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| Convention: | Modified Following |
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| Fixed Rate Business Days: | New York |
Floating Amounts:
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| Floating Rate Payer: | Fifth Third Bank, National Association |
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| Floating Rate Calculation Periods: | From and including the last day of each month to but excluding the last day of the following month starting with the Effective Date continuing until the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention. |
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| Floating Rate Payment Date: | Last calendar day of each month beginning with May 31, 2022, continuing until the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention. |
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| Floating Rate Day Count |
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| Fraction: | Act/360 |
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| Floating Rate Business Day |
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| Convention: | Modified Following |
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| Floating Rate Business Days: | New York |
| Fifth Third Bank, National Association. Member FDIC | Page 2 of 6 |
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| Floating Rate Option: | USD-SOFR CME Term |
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| Designated Maturity: | 1 Month (No interpolation.) |
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| Floating Rate Spread: | 0.00 bps |
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| Floating Rate Compounding: | Inapplicable |
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| Floating Rate Method of |
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| Averaging: | Inapplicable |
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| Floating Rate Reset Dates: | First day of each Floating Rate Calculation Period, subject to adjustment in accordance with the Modified Following Business Day Convention. |
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| Floating Rate Rounding |
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| Convention: | 5 decimal places per the ISDA definition. |
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| Calculation Agent: | As specified in the ISDA Agreement |
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| Fifth Third Bank, National Association. Member FDIC | Page 3 of 6 |
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Please confirm that the foregoing correctly sets forth the terms of our agreement by having an authorized officer execute this Confirmation and returning it to the Capital Markets Derivatives Group at Fifth Third Bank, National Association Fax no. (513) 534-3461 or E-mail: ***@***.
| Yours Truly, | ||
| Fifth Third Bank, National Association | ||
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| By: |
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| Name: |
| Vicki Kopriwa |
| Title: |
| Vice President |
UTSI FINANCE, INC
By: /s/ Steven Fitzpatrick
Name: Steven Fitzpatrick
Title: Asst. Secretary
| Fifth Third Bank, National Association. Member FDIC | Page 4 of 6 |
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Schedule A
Subject to adjustment in accordance with the Modified Following Business Day Convention.
| Calculation Period From and Including | Calculation Period To but Excluding | Notional Amount (in USD) | Notional Reduction |
| April 29, 2022 | May 31, 2022 | 100,000,000.00 | 0 |
| May 31, 2022 | June 30, 2022 | 99,166,666.67 | 833,333.33 |
| June 30, 2022 | July 29, 2022 | 98,333,333.33 | 833,333.34 |
| July 29, 2022 | August 31, 2022 | 97,500,000.00 | 833,333.33 |
| August 31, 2022 | September 30, 2022 | 96,666,666.67 | 833,333.33 |
| September 30, 2022 | October 31, 2022 | 95,833,333.33 | 833,333.34 |
| October 31, 2022 | November 30, 2022 | 95,000,000.00 | 833,333.33 |
| November 30, 2022 | December 30, 2022 | 94,166,666.67 | 833,333.33 |
| December 30, 2022 | January 31, 2023 | 93,333,333.33 | 833,333.34 |
| January 31, 2023 | February 28, 2023 | 92,500,000.00 | 833,333.33 |
| February 28, 2023 | March 31, 2023 | 91,666,666.67 | 833,333.33 |
| March 31, 2023 | April 28, 2023 | 90,833,333.33 | 833,333.34 |
| April 28, 2023 | May 31, 2023 | 90,000,000.00 | 833,333.33 |
| May 31, 2023 | June 30, 2023 | 89,166,666.67 | 833,333.33 |
| June 30, 2023 | July 31, 2023 | 88,333,333.33 | 833,333.34 |
| July 31, 2023 | August 31, 2023 | 87,500,000.00 | 833,333.33 |
| August 31, 2023 | September 29, 2023 | 86,666,666.67 | 833,333.33 |
| September 29, 2023 | October 31, 2023 | 85,833,333.33 | 833,333.34 |
| October 31, 2023 | November 30, 2023 | 85,000,000.00 | 833,333.33 |
| November 30, 2023 | December 29, 2023 | 84,166,666.67 | 833,333.33 |
| December 29, 2023 | January 31, 2024 | 83,333,333.33 | 833,333.34 |
| January 31, 2024 | February 29, 2024 | 82,500,000.00 | 833,333.33 |
| February 29, 2024 | March 29, 2024 | 81,666,666.67 | 833,333.33 |
| March 29, 2024 | April 30, 2024 | 80,833,333.33 | 833,333.34 |
| April 30, 2024 | May 31, 2024 | 80,000,000.00 | 833,333.33 |
| May 31, 2024 | June 28, 2024 | 79,166,666.67 | 833,333.33 |
| June 28, 2024 | July 31, 2024 | 78,333,333.33 | 833,333.34 |
| July 31, 2024 | August 30, 2024 | 77,500,000.00 | 833,333.33 |
| August 30, 2024 | September 30, 2024 | 76,666,666.67 | 833,333.33 |
| September 30, 2024 | October 31, 2024 | 75,833,333.33 | 833,333.34 |
| October 31, 2024 | November 29, 2024 | 75,000,000.00 | 833,333.33 |
| November 29, 2024 | December 31, 2024 | 74,166,666.67 | 833,333.33 |
| December 31, 2024 | January 31, 2025 | 73,333,333.33 | 833,333.34 |
| January 31, 2025 | February 28, 2025 | 72,500,000.00 | 833,333.33 |
| February 28, 2025 | March 31, 2025 | 71,666,666.67 | 833,333.33 |
| March 31, 2025 | April 30, 2025 | 70,833,333.33 | 833,333.34 |
| April 30, 2025 | May 30, 2025 | 70,000,000.00 | 833,333.33 |
| May 30, 2025 | June 30, 2025 | 69,166,666.67 | 833,333.33 |
| June 30, 2025 | July 31, 2025 | 68,333,333.33 | 833,333.34 |
| July 31, 2025 | August 29, 2025 | 67,500,000.00 | 833,333.33 |
| August 29, 2025 | September 30, 2025 | 66,666,666.67 | 833,333.33 |
| September 30, 2025 | October 31, 2025 | 65,833,333.33 | 833,333.34 |
| October 31, 2025 | November 28, 2025 | 65,000,000.00 | 833,333.33 |
| November 28, 2025 | December 31, 2025 | 64,166,666.67 | 833,333.33 |
| December 31, 2025 | January 30, 2026 | 63,333,333.33 | 833,333.34 |
| January 30, 2026 | February 27, 2026 | 62,500,000.00 | 833,333.33 |
| February 27, 2026 | March 31, 2026 | 61,666,666.67 | 833,333.33 |
| March 31, 2026 | April 30, 2026 | 60,833,333.33 | 833,333.34 |
| April 30, 2026 | May 29, 2026 | 60,000,000.00 | 833,333.33 |
| May 29, 2026 | June 30, 2026 | 59,166,666.67 | 833,333.33 |
| June 30, 2026 | July 31, 2026 | 58,333,333.33 | 833,333.34 |
| Fifth Third Bank, National Association. Member FDIC | Page 5 of 6 |
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| July 31, 2026 | August 31, 2026 | 57,500,000.00 | 833,333.33 |
| August 31, 2026 | September 30, 2026 | 56,666,666.67 | 833,333.33 |
| September 30, 2026 | October 30, 2026 | 55,833,333.33 | 833,333.34 |
| October 30, 2026 | November 30, 2026 | 55,000,000.00 | 833,333.33 |
| November 30, 2026 | December 31, 2026 | 54,166,666.67 | 833,333.33 |
| December 31, 2026 | January 29, 2027 | 53,333,333.33 | 833,333.34 |
| January 29, 2027 | February 26, 2027 | 52,500,000.00 | 833,333.33 |
| February 26, 2027 | March 31, 2027 | 51,666,666.67 | 833,333.33 |
| March 31, 2027 | April 30, 2027 | 50,833,333.33 | 833,333.34 |
| Fifth Third Bank, National Association. Member FDIC | Page 6 of 6 |
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