Attn: Eric Matthews Phone: (513) 870-2638 Email: eric_mathews@cinfin.com From: Sean McMurray Phone: (412) 762-7765
Exhibit 10.2
August 24, 2009
Attn:
|
Xxxx Xxxxxxxx | |
Phone:
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(000) 000-0000 | |
Email:
|
xxxx_xxxxxxx@xxxxxx.xxx | |
From:
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Xxxx XxXxxxxx | |
Phone:
|
(000) 000-0000 |
| Subject: | Reference #: 014c001_10033 — Confirmation of Swap Transaction dated as of August 24, 2009, between Cincinnati Financial Corporation and PNC Bank, National Association. |
Dear Xx. Xxxxxxxx:
The purpose of this letter agreement is to confirm the terms and conditions of the rate swap
transaction (the “Transaction”) entered into between Cincinnati Financial Corporation
(“COUNTERPARTY”) and PNC Bank, National Association (“PNC”) on the Trade Date specified below. By
signing below, COUNTERPARTY acknowledges that it has consented to receive this Confirmation via
electronic mail.
| 1. | The definitions and provisions contained in the 2006 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc.) and any addenda or revisions thereto, are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. | |
| 2. | This Confirmation constitutes a “Confirmation” as referred to in, and supplements, forms part of and is subject to, that certain ISDA Master Agreement and related Schedule between COUNTERPARTY and PNC, dated as of April 10, 2001 (as amended, modified, renewed or restated from time to time, the “ISDA Master Agreement”). All provisions contained in or incorporated by reference in such ISDA Master Agreement shall govern this Confirmation, except as modified expressly below. In the event of any inconsistency between the provisions of such ISDA Master Agreement and this Confirmation, this Confirmation will govern for purposes of the Transaction. | |
| 3. | Each party represents to the other party that: |
| (a) | It is acting for its own account as principal, and it has made its own independent decisions to enter into the Transaction and as to whether the Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary to permit it to evaluate the merits and risks of the Transaction. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into the Transaction; it being understood that information and explanations related to the terms and conditions of the Transaction shall not be considered investment advice or a recommendation to enter into the 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 the Transaction. | ||
| (b) | 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 the Transaction. It is also capable of assuming, and assumes, the risks of the Transaction. | ||
| (c) | The other party is not acting as a fiduciary for or an adviser to it in respect of the Transaction. | ||
| (d) | It has entered into the Transaction in connection with a line of its business and for purposes of hedging and not for the purpose of speculation. |
| 4. | The terms of the Transaction to which this Confirmation relates are as follows: |
| Type of Transaction: | Rate Swap Transaction | |||
| Notional Amount: | USD 49,000,000.00 | |||
| Trade Date: | August 24, 2009 | |||
| Effective Date: | August 29, 2009 | |||
| Termination Date: | August 29, 2012. | |||
| Fixed Amounts: | ||||
| Fixed Rate Payer: | COUNTERPARTY | |||
| Fixed Rate Payer Payment Dates: | The 29th day of each November, February, May and August (last calendar day in February), commencing on November 29, 2009 and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention. | |||
| Fixed Rate: | 2.245% | |||
| Fixed Rate Day Count Fraction: | Actual / 360 | |||
| Business Days: | New York | |||
| Floating Amounts: | ||||
| Floating Rate Payer: | PNC | |||
| Floating Rate Payer Payment Dates: | The 29th day of each November, February, May and August (last calendar day in February), commencing on November 29, 2009 and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention. | |||
| Floating Rate for Initial Calculation Period: | To be Determined | |||
| Reset Dates: | The 29th day of each November, February, May and August (last calendar day in February), commencing on August 29, 2009 and ending on May 29, 2012, subject to adjustment in accordance with the Modified Following Business Day Convention. | |||
| Floating Rate Option: | USD-LIBOR-BBA-Bloomberg; provided, however, that the reference to “London Banking Days” that appears in the 4th line of the definition of “USD-LIBOR-BBA-Bloomberg” is replaced with “New York Banking Days” (which for purposes of the Transaction means any day other than a Saturday or Sunday |
| or a legal holiday on which commercial banks are authorized or required by law to be closed for business in New York, New York) . | ||||
| Designated Maturity: | Three (3) Months | |||
| Spread: | 0 % | |||
| Floating Rate Day Count Fraction: | Actual / 360 | |||
| Business Days: | New York | |||
| Compounding: | Not Applicable | |||
| Additional Provisions: | ||||
| Additional Termination Event: | The following event shall constitute an Additional Termination Event under the Master Agreement (and in such event, COUNTERPARTY shall be the sole Affected Party): that certain Credit Agreement, dated no later than August 31, 2009, between COUNTERPARTY and PNC (as amended, modified, supplemented, renewed or restated at any time from time to time): (a) matures or expires prior to the Termination Date, or (b) is terminated or cancelled prior to the Termination Date by any party for any reason. | |||
| General Terms: | ||||
| Calculation Agent: | PNC | |||
| Jury Waiver: | EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS CONFIRMATION OR THE TRANSACTION EVIDENCED HEREBY. | |||
| Governing Law: | The Transaction shall be governed by and construed in accordance with the laws of the State of New York, without reference to the choice of law doctrine. | |||
| Execution in Counterparts: | This Confirmation may be executed in counterparts, each of which shall be an original and both of which when taken together shall constitute the same agreement. Transmission by facsimile, e-mail or other form of electronic transmission of an executed counterpart of this Confirmation shall be deemed to constitute due and sufficient delivery of such counterpart. | |||
| Electronic Records and Signatures: | It is agreed by the parties that the use of electronic signatures and the keeping of records in electronic form be granted the same legal effect, validity and enforceability as a signature affixed by hand or the use of a paper-based record keeping system (as the case may be) to the extent and as provided for in any applicable law. |
| Payment Instructions: | Payments to PNC shall be made in immediately available funds to: | |||||
| Bank: | PNC Bank, Pittsburgh | |||||
| ABA #: | 000-000-000 | |||||
| Account #: | ||||||
| Account of: Attn.: |
Investment Operations Derivative Products |
|||||
| Payments to COUNTERPARTY shall be made in immediately available funds to: | ||||||
| Bank: | Fifth Third Bank | |||||
| ABA #: | 000-000-000 | |||||
| Account #: | ||||||
| Account of: | Cincinnati Financial | |||||
| PAYMENT ADVICE NOTIFICATION SHALL BE DELIVERED VIA E-MAIL TO THE FOLLOWING ADDRESS: |
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| E-Mail Address: xxxx_xxxxxxx@xxxxxx.xxx | ||||||
| Please confirm that the foregoing correctly sets forth the terms of our agreement concerning the Transaction by signing this Confirmation where indicated below and returning a signed copy to Xxxxx Xxxxxxx either by fax (at (000)000-0000), or by overnight delivery (c/o PNC Bank, National Association, One PNC Plaza — 9th Floor, 000 Xxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attn: Xxxxx Xxxxxxx), or by e-mail to: xxxxx_xxxxxxxx@xxx.xxx, provided that you wish to return your signed copy by e-mail, please first contact your derivatives marketer. | ||||||
| Please retain a signed copy of this Confirmation for your records. Should you have any questions, please call Xxxxx Xxxxxxx at (000) 000-0000. | ||||||
| Yours Sincerely, | Accepted and agreed as of the date first above written: | |||||
| PNC BANK, NATIONAL ASSOCIATION | CINCINNATI FINANCIAL CORPORATION | |||||
| By: | /S/ Xxxxxx X. Xxxxxxxx | |||||
| Name: | Xxxxxx X. Xxxxxxxx | |||||
| Title: | Chief Financial Officer | |||||
