PINNACLE BANK CONFIRMATION
Exhibit 10.3
PINNACLE BANK
CONFIRMATION
To: Roanoke Gas Company
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Roanoke, VA 24016-2103
Attn: ▇▇▇▇ ▇▇▇▇▇▇
Email: ▇▇▇▇_▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
From: Pinnacle Bank
Date: 24th September, 2021
Our Ref: 53587
The purpose of this letter agreement is to set forth the terms and conditions of the Swap Transaction entered into between Pinnacle Bank and Roanoke Gas Company (the "Counterparty") on the Trade Date specified below (the "Swap Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the Master Agreement specified below.
1. 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.
This Confirmation supplements, forms a part of, and is subject to, a certain ISDA Master Agreement (the "Master Agreement") which has been, or will be executed between Counterparty and Pinnacle Bank. All provisions contained or incorporated by reference in such Master Agreement shall govern this Confirmation except as expressly modified below. In the event of any inconsistency between this Confirmation and the Definitions or the Master Agreement, this Confirmation will govern.
This Confirmation will be governed by and construed in accordance with the laws of the State of New York, without reference to choice of law doctrine, provided that this provision will be superseded by any choice of law provision on the Master Agreement.
2. This Confirmation constitutes a Swap Transaction under the Master Agreement and the terms of the Swap Transaction to which this Confirmation relates are as follows:
| Notional Amount: | For each Calculation Period, the amount listed under the heading "Notional Amount (USD)" in Schedule A, attached. | |
| Trade Date: | 24th September, 2021 | |
| Effective Date: | 1st April, 2022 | |
| Termination Date: | 1st October, 2028 | |
| Fixed Amounts: | ||
| Fixed Rate Payer: | Roanoke Gas Company | |
| Fixed Rate Payer Payment Dates: | Commencing the 1st day of May, 2022 and monthly thereafter on the 1st calendar day of each month up to and including the Termination Date, subject to adjustment in accordance with Following Business Day Convention. | |
| Period End Dates: | The 1st calendar day of each month commencing May, 2022 and ending on the Termination Date. No Adjustment. | |
| Fixed Rate: | 2.49000% | |
| Fixed Rate Day Count Fraction: | Act/360 | |
| Floating Amounts: | ||
| Floating Rate Payer: | Pinnacle Bank | |
| Floating Rate Payer Payment Dates: | Commencing the 1st day of May, 2022 and monthly thereafter on the 1st calendar day of each month up to and including the Termination Date, subject to adjustment in accordance with Following Business Day Convention. | |
| Period End Dates: | The 1st calendar day of each month commencing May, 2022 and ending on the Termination Date. No Adjustment. | |
| Floating Rate for Initial Calculation Period: | to be determined | |
| Floating Rate Option: | USD-LIBOR-BBA | |
| Designated Maturity: | 1 Month | |
| Spread: | 1.00000% | |
| Floating Rate Day Count Fraction: | Act/360 | |
| Reset Dates: | The first day of each Floating Rate Payer Calculation Period | |
| Calculation Agent: | Pinnacle Bank | |
| Business Days: | New York | |
| Other Terms and Conditions: | Counterparty is electing under section 2(h)(7)(B) of the Commodity Exchange Act (7 U.S.C. §2(h)(7)(B)) not to present this Swap Transaction to a Derivatives Clearing Organization for clearing. | |
| Payment Method: | Account ending in 7087 |
Please confirm the foregoing correctly sets forth the terms of our Agreement by executing the copy of this Confirmation and returning it to us.
| Regards, | |
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Pinnacle Bank |
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By: |
/s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ |
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Name: |
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Operations and Compliance Officer |
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Accepted and confirmed as of the Trade Date |
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Roanoke Gas Company, a Virginia corporation |
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By: |
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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Title: |
President |
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and |
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By: |
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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Title: |
Interim Chief Financial Officer, Treasurer, |
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Corporate Secretary |
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