Oct 27, 2014
Exhibit 10.18
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Oct 27, 2014
X.XXX LAND LLC
XXXXXX XXX
0000 XXXXX 0000 XXXX
XXX X XXXX CITY, UT
84121
OUR REF: 34355CB
Dear Sirs,
The purpose of this letter agreement is to set forth the terms and conditions of the Interest Rate Product Transaction entered into between us on the trade date referred to below. This letter constitutes a ‘Confirmation’ as referred to in the Interest Rate Swap Agreement specified below.
1. If you and we are parties to a Master Agreement or Interest Rate and Currency Exchange Agreement that sets forth the general terms and conditions applicable to Swap Transactions between us ( the ‘Agreement’), this confirmation supplements, forms a part of, and is subject to, such Agreement. If you and we are not yet parties to an Agreement, this Confirmation evidences a complete binding agreement between you and us as to the terms of the Swap Transaction to which this Confirmation relates. In addition, upon the execution by you and us of an Interest Rate Swap Agreement ( the ‘Agreement’ ), in the form published by the International Swaps and Derivatives Association, Inc. ( ‘ISDA’ ), with such modifications as you and we shall in good faith agree, this Confirmation will supplement, form a part of, and be subject to the Agreement. All provisions contained or incorporated by reference in such Agreement upon its execution shall govern this Confirmation except as expressly modified below. The definitions and provisions contained in the 2006 ISDA 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. Both parties will make each payment specified in this Confirmation as being payable by it by transfer of the relevant amount in freely transferable funds to the account of the other party specified below. The obligations of the parties under this Confirmation will be calculated and payable on the basis of Net Payments. This agreement will be governed by and construed in accordance with the laws of the State of New York (without reference to choice of law doctrine). The Termination Currency will be US Dollars.
2. The terms of the particular Interest Rate Product Transaction to which this confirmation relates are as follows:
Interest Rate Swap
|
Trade Entry Date |
: |
Oct 27, 2014 |
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Effective Date |
: |
Sep 01, 2015, subject to no Adjustment |
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Termination Date |
: |
Oct 01, 2023, subject to no Adjustment |
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Notional Amount |
: |
USD 1,713,565.01 |
NOTIONAL BALANCES
|
From Date |
|
To Date |
|
Currency |
|
Notional |
|
|
Sep 01, 2015 |
|
Oct 01, 2015 |
|
USD |
|
1,713,565.01 |
|
|
|
|
|
|
|
|
|
|
|
Oct 01, 2015 |
|
Nov 01, 2015 |
|
USD |
|
4,393,157.68 |
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|
|
|
|
|
|
|
|
|
|
Nov 01, 2015 |
|
Dec 01, 2015 |
|
USD |
|
7,072,749.88 |
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|
|
|
|
|
|
|
|
|
|
Dec 01, 2015 |
|
Jan 01, 2016 |
|
USD |
|
9,618,788.29 |
|
|
|
|
|
|
|
|
|
|
|
Jan 01, 2016 |
|
Feb 01, 2016 |
|
USD |
|
11,994,499.64 |
|
|
|
|
|
|
|
|
|
|
|
Feb 01, 2016 |
|
Mar 01, 2016 |
|
USD |
|
13,980,955.11 |
|
|
|
|
|
|
|
|
|
|
|
Mar 01, 2016 |
|
Apr 01, 2016 |
|
USD |
|
16,025,727.71 |
|
|
|
|
|
|
|
|
|
|
|
Apr 01, 2016 |
|
May 01, 2016 |
|
USD |
|
16,820,400.89 |
|
|
|
|
|
|
|
|
|
|
|
May 01, 2016 |
|
Jun 01, 2016 |
|
USD |
|
17,608,936.81 |
|
|
|
|
|
|
|
|
|
|
|
Jun 01, 2016 |
|
Jul 01, 2016 |
|
USD |
|
18,533,388.27 |
|
|
|
|
|
|
|
|
|
|
|
Jul 01, 2016 |
|
Aug 01, 2016 |
|
USD |
|
19,421,268.56 |
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|
|
|
|
|
|
|
|
|
|
Aug 01, 2016 |
|
Sep 01, 2016 |
|
USD |
|
20,187,645.86 |
|
|
|
|
|
|
|
|
|
|
|
Sep 01, 2016 |
|
Oct 01, 2016 |
|
USD |
|
21,175,586.80 |
|
|
|
|
|
|
|
|
|
|
|
Oct 01, 2016 |
|
Nov 01, 2016 |
|
USD |
|
21,507,200.00 |
|
|
|
|
|
|
|
|
|
|
|
Nov 01, 2016 |
|
Dec 01, 2016 |
|
USD |
|
21,507,200.00 |
|
|
Dec 01, 2016 |
|
Jan 01, 2017 |
|
USD |
|
21,507,200.00 |
|
|
|
|
|
|
|
|
|
|
|
Jan 01, 2017 |
|
Feb 01, 2017 |
|
USD |
|
21,507,200.00 |
|
|
|
|
|
|
|
|
|
|
|
Feb 01, 2017 |
|
Mar 01, 2017 |
|
USD |
|
21,463,163.35 |
|
|
|
|
|
|
|
|
|
|
|
Mar 01, 2017 |
|
Apr 01, 2017 |
|
USD |
|
21,419,126.70 |
|
|
|
|
|
|
|
|
|
|
|
Apr 01, 2017 |
|
May 01, 2017 |
|
USD |
|
21,375,090.05 |
|
|
|
|
|
|
|
|
|
|
|
May 01, 2017 |
|
Jun 01, 2017 |
|
USD |
|
21,331,053.40 |
|
|
|
|
|
|
|
|
|
|
|
Jun 01, 2017 |
|
Jul 01, 2017 |
|
USD |
|
21,287,016.75 |
|
|
|
|
|
|
|
|
|
|
|
Jul 01, 2017 |
|
Aug 01, 2017 |
|
USD |
|
21,242,980.10 |
|
|
|
|
|
|
|
|
|
|
|
Aug 01, 2017 |
|
Sep 01, 2017 |
|
USD |
|
21,198,943.45 |
|
|
|
|
|
|
|
|
|
|
|
Sep 01, 2017 |
|
Oct 01, 2017 |
|
USD |
|
21,154,906.80 |
|
|
|
|
|
|
|
|
|
|
|
Oct 01, 2017 |
|
Nov 01, 2017 |
|
USD |
|
21,110,870.15 |
|
|
|
|
|
|
|
|
|
|
|
Nov 01, 2017 |
|
Dec 01, 2017 |
|
USD |
|
21,066,833.50 |
|
|
|
|
|
|
|
|
|
|
|
Dec 01, 2017 |
|
Jan 01, 2018 |
|
USD |
|
21,022,796.85 |
|
|
|
|
|
|
|
|
|
|
|
Jan 01, 2018 |
|
Feb 01, 2018 |
|
USD |
|
20,978,760.20 |
|
|
|
|
|
|
|
|
|
|
|
Feb 01, 2018 |
|
Mar 01, 2018 |
|
USD |
|
20,934,723.55 |
|
|
|
|
|
|
|
|
|
|
|
Mar 01, 2018 |
|
Apr 01, 2018 |
|
USD |
|
20,890,686.90 |
|
|
|
|
|
|
|
|
|
|
|
Apr 01, 2018 |
|
May 01, 2018 |
|
USD |
|
20,846,650.25 |
|
|
|
|
|
|
|
|
|
|
|
May 01, 2018 |
|
Jun 01, 2018 |
|
USD |
|
20,802,613.60 |
|
|
|
|
|
|
|
|
|
|
|
Jun 01, 2018 |
|
Jul 01, 2018 |
|
USD |
|
20,758,576.95 |
|
|
|
|
|
|
|
|
|
|
|
Jul 01, 2018 |
|
Aug 01, 2018 |
|
USD |
|
20,714,540.30 |
|
|
|
|
|
|
|
|
|
|
|
Aug 01, 2018 |
|
Sep 01, 2018 |
|
USD |
|
20,670,503.65 |
|
|
|
|
|
|
|
|
|
|
|
Sep 01, 2018 |
|
Oct 01, 2018 |
|
USD |
|
20,626,467.00 |
|
|
|
|
|
|
|
|
|
|
|
Oct 01, 2018 |
|
Nov 01, 2018 |
|
USD |
|
20,582,430.35 |
|
|
|
|
|
|
|
|
|
|
|
Nov 01, 2018 |
|
Dec 01, 2018 |
|
USD |
|
20,538,393.70 |
|
|
|
|
|
|
|
|
|
|
|
Dec 01, 2018 |
|
Jan 01, 2019 |
|
USD |
|
20,494,357.05 |
|
|
Jan 01, 2019 |
|
Feb 01, 2019 |
|
USD |
|
20,450,320.40 |
|
|
|
|
|
|
|
|
|
|
|
Feb 01, 2019 |
|
Mar 01, 2019 |
|
USD |
|
20,406,283.75 |
|
|
|
|
|
|
|
|
|
|
|
Mar 01, 2019 |
|
Apr 01, 2019 |
|
USD |
|
20,362,247.10 |
|
|
|
|
|
|
|
|
|
|
|
Apr 01, 2019 |
|
May 01, 2019 |
|
USD |
|
20,318,210.45 |
|
|
|
|
|
|
|
|
|
|
|
May 01, 2019 |
|
Jun 01, 2019 |
|
USD |
|
20,274,173.80 |
|
|
|
|
|
|
|
|
|
|
|
Jun 01, 2019 |
|
Jul 01, 2019 |
|
USD |
|
20,230,137.15 |
|
|
|
|
|
|
|
|
|
|
|
Jul 01, 2019 |
|
Aug 01, 2019 |
|
USD |
|
20,186,100.50 |
|
|
|
|
|
|
|
|
|
|
|
Aug 01, 2019 |
|
Sep 01, 2019 |
|
USD |
|
20,142,063.85 |
|
|
|
|
|
|
|
|
|
|
|
Sep 01, 2019 |
|
Oct 01, 2019 |
|
USD |
|
20,098,027.20 |
|
|
|
|
|
|
|
|
|
|
|
Oct 01, 2019 |
|
Nov 01, 2019 |
|
USD |
|
20,053,990.55 |
|
|
|
|
|
|
|
|
|
|
|
Nov 01, 2019 |
|
Dec 01, 2019 |
|
USD |
|
20,009,953.90 |
|
|
|
|
|
|
|
|
|
|
|
Dec 01, 2019 |
|
Jan 01, 2020 |
|
USD |
|
19,965,917.25 |
|
|
|
|
|
|
|
|
|
|
|
Jan 01, 2020 |
|
Feb 01, 2020 |
|
USD |
|
19,921,880.60 |
|
|
|
|
|
|
|
|
|
|
|
Feb 01, 2020 |
|
Mar 01, 2020 |
|
USD |
|
19,877,843.95 |
|
|
|
|
|
|
|
|
|
|
|
Mar 01, 2020 |
|
Apr 01, 2020 |
|
USD |
|
19,833,807.30 |
|
|
|
|
|
|
|
|
|
|
|
Apr 01, 2020 |
|
May 01, 2020 |
|
USD |
|
19,789,770.65 |
|
|
|
|
|
|
|
|
|
|
|
May 01, 2020 |
|
Jun 01, 2020 |
|
USD |
|
19,745,734.00 |
|
|
|
|
|
|
|
|
|
|
|
Jun 01, 2020 |
|
Jul 01, 2020 |
|
USD |
|
19,701,697.35 |
|
|
|
|
|
|
|
|
|
|
|
Jul 01, 2020 |
|
Aug 01, 2020 |
|
USD |
|
19,657,660.70 |
|
|
|
|
|
|
|
|
|
|
|
Aug 01, 2020 |
|
Sep 01, 2020 |
|
USD |
|
19,613,624.05 |
|
|
|
|
|
|
|
|
|
|
|
Sep 01, 2020 |
|
Oct 01, 2020 |
|
USD |
|
19,569,587.40 |
|
|
|
|
|
|
|
|
|
|
|
Oct 01, 2020 |
|
Nov 01, 2020 |
|
USD |
|
19,525,550.75 |
|
|
|
|
|
|
|
|
|
|
|
Nov 01, 2020 |
|
Dec 01, 2020 |
|
USD |
|
19,481,514.10 |
|
|
|
|
|
|
|
|
|
|
|
Dec 01, 2020 |
|
Jan 01, 2021 |
|
USD |
|
19,437,477.45 |
|
|
|
|
|
|
|
|
|
|
|
Jan 01, 2021 |
|
Feb 01, 2021 |
|
USD |
|
19,393,440.80 |
|
|
Feb 01, 2021 |
|
Mar 01, 2021 |
|
USD |
|
19,349,404.15 |
|
|
|
|
|
|
|
|
|
|
|
Mar 01, 2021 |
|
Apr 01, 2021 |
|
USD |
|
19,305,367.50 |
|
|
|
|
|
|
|
|
|
|
|
Apr 01, 2021 |
|
May 01, 2021 |
|
USD |
|
19,261,330.85 |
|
|
|
|
|
|
|
|
|
|
|
May 01, 2021 |
|
Jun 01, 2021 |
|
USD |
|
19,217,294.20 |
|
|
|
|
|
|
|
|
|
|
|
Jun 01, 2021 |
|
Jul 01, 2021 |
|
USD |
|
19,173,257.55 |
|
|
|
|
|
|
|
|
|
|
|
Jul 01, 2021 |
|
Aug 01, 2021 |
|
USD |
|
19,129,220.90 |
|
|
|
|
|
|
|
|
|
|
|
Aug 01, 2021 |
|
Sep 01, 2021 |
|
USD |
|
19,085,184.25 |
|
|
|
|
|
|
|
|
|
|
|
Sep 01, 2021 |
|
Oct 01, 2021 |
|
USD |
|
19,041,147.60 |
|
|
|
|
|
|
|
|
|
|
|
Oct 01, 2021 |
|
Nov 01, 2021 |
|
USD |
|
18,997,110.95 |
|
|
|
|
|
|
|
|
|
|
|
Nov 01, 2021 |
|
Dec 01, 2021 |
|
USD |
|
18,953,074.30 |
|
|
|
|
|
|
|
|
|
|
|
Dec 01, 2021 |
|
Jan 01, 2022 |
|
USD |
|
18,909,037.65 |
|
|
|
|
|
|
|
|
|
|
|
Jan 01, 2022 |
|
Feb 01, 2022 |
|
USD |
|
18,865,001.00 |
|
|
|
|
|
|
|
|
|
|
|
Feb 01, 2022 |
|
Mar 01, 2022 |
|
USD |
|
18,820,964.35 |
|
|
|
|
|
|
|
|
|
|
|
Mar 01, 2022 |
|
Apr 01, 2022 |
|
USD |
|
18,776,927.70 |
|
|
|
|
|
|
|
|
|
|
|
Apr 01, 2022 |
|
May 01, 2022 |
|
USD |
|
18,732,891.05 |
|
|
|
|
|
|
|
|
|
|
|
May 01, 2022 |
|
Jun 01, 2022 |
|
USD |
|
18,688,854.40 |
|
|
|
|
|
|
|
|
|
|
|
Jun 01, 2022 |
|
Jul 01, 2022 |
|
USD |
|
18,644,817.75 |
|
|
|
|
|
|
|
|
|
|
|
Jul 01, 2022 |
|
Aug 01, 2022 |
|
USD |
|
18,600,781.10 |
|
|
|
|
|
|
|
|
|
|
|
Aug 01, 2022 |
|
Sep 01, 2022 |
|
USD |
|
18,556,744.45 |
|
|
|
|
|
|
|
|
|
|
|
Sep 01, 2022 |
|
Oct 01, 2022 |
|
USD |
|
18,512,707.80 |
|
|
|
|
|
|
|
|
|
|
|
Oct 01, 2022 |
|
Nov 01, 2022 |
|
USD |
|
18,468,671.15 |
|
|
|
|
|
|
|
|
|
|
|
Nov 01, 2022 |
|
Dec 01, 2022 |
|
USD |
|
18,424,634.50 |
|
|
|
|
|
|
|
|
|
|
|
Dec 01, 2022 |
|
Jan 01, 2023 |
|
USD |
|
18,380,597.85 |
|
|
|
|
|
|
|
|
|
|
|
Jan 01, 2023 |
|
Feb 01, 2023 |
|
USD |
|
18,336,561.20 |
|
|
|
|
|
|
|
|
|
|
|
Feb 01, 2023 |
|
Mar 01, 2023 |
|
USD |
|
18,292,524.55 |
|
|
Mar 01, 2023 |
|
Apr 01, 2023 |
|
USD |
|
18,248,487.90 |
|
|
|
|
|
|
|
|
|
|
|
Apr 01, 2023 |
|
May 01, 2023 |
|
USD |
|
18,204,451.25 |
|
|
|
|
|
|
|
|
|
|
|
May 01, 2023 |
|
Jun 01, 2023 |
|
USD |
|
18,160,414.60 |
|
|
|
|
|
|
|
|
|
|
|
Jun 01, 2023 |
|
Jul 01, 2023 |
|
USD |
|
18,116,377.95 |
|
|
|
|
|
|
|
|
|
|
|
Jul 01, 2023 |
|
Aug 01, 2023 |
|
USD |
|
18,072,341.30 |
|
|
|
|
|
|
|
|
|
|
|
Aug 01, 2023 |
|
Sep 01, 2023 |
|
USD |
|
18,028,304.65 |
|
|
|
|
|
|
|
|
|
|
|
Sep 01, 2023 |
|
Oct 01, 2023 |
|
USD |
|
17,984,268.00 |
|
FLOATING AMOUNTS
|
Floating Rate Payer |
: |
COMPASS BANK |
|
|
|
|
|
Period End Dates |
: |
Monthly on the 1st commencing Oct 01, 2015 and ending with the Termination Date subject to no Adjustment |
|
|
|
|
|
Floating Rate Payer Payment |
: |
Monthly on the 1st commencing Dates Oct 01, 2015 and ending with the Termination Date subject to adjustment in accordance with the Modified Following Business Day Convention |
|
|
|
|
|
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 |
: |
The first day of each Calculation Period |
|
|
|
|
|
Compounding |
: |
Inapplicable |
FIXED AMOUNTS
|
Fixed Rate Payer |
: |
X.XXX LAND LLC |
|
|
|
|
|
Period End Dates |
: |
Monthly on the 1st commencing Oct 01, 2015 and ending with the Termination Date subject to no Adjustment |
|
|
|
|
|
Fixed Rate Payer Payment |
: |
Monthly on the 1st commencing Dates Oct 01, 2015 and ending with the Termination Date subject to adjustment in accordance with the Modified Following Business Day Convention |
|
|
|
|
|
Fixed Rate |
: |
2.580000 % per annum |
|
|
|
|
|
Fixed Rate Day Count Fraction |
: |
ACTUAL /360 |
|
|
|
|
|
Calculation Agent |
: |
COMPASS BANK |
|
|
|
|
|
Business Days for Fixings in USD |
: |
New York & London Bank Holidays |
|
|
|
|
|
Business Days for Payments in USD |
: |
New York Banking |
3. Relationship Between Parties. Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction):
(a) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that 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 on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction: it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that 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 that 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 that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction.
(c) Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction.
4. Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement with respect to the Transaction by signing and returning this Confirmation to Compass Bank (see fax and mail instructions in Section 5 below), within ten (10) business days. Your failure to return an executed copy of this Confirmation, or to otherwise formally acknowledge agreement with its terms, within such period shall not affect the validity or enforceability of the Transaction as against you. Failure to return an executed copy of this Confirmation will be deemed to be an agreement to all terms and conditions contained in this Confirmation.
5. Payment Information:
Mail:
COMPASS BANK
Attn: TX-HO-HT-WBS
MIDDLE OFFICE CIB OPERATIONS
PO BOX 4444
HOUSTON, TX
77210-9830
Wire Instructions:
Compass Bank ABA# 000000000 AC# 00000000000
Contact information for payments:
Phone: x0-000-000-0000
Fax: x0-000-000-0000
Email: XxxxxxxXxxxxxx.xx@xxxx.xxx
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this confirmation enclosed for that purpose and returning it to us.
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X.XXX LAND LLC |
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COMPASS BANK |
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/s/ Xxxxxx Xxx |
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/s/ Xxxx Xxxxxxx |
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Authorized Signature |
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Authorized Signature |
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Manager |
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Xxxx Xxxxxxx / Vice President |
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Printed Name / Title |
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Printed Name / Title |
