ex_286235.htm


Exhibit 10.3





 


 


PINNACLE BANK


 


 


 


CONFIRMATION


 


 


To:             Roanoke Gas Company


519 Kimball Ave NE


Roanoke, VA 24016-2103


 


Attn:         Paul Nester


Email:      paul_nester@rgcresources.com


 


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the laws of the State of New York, without reference to choice of law doctrine, provided that this provision will be superseded by any choice of law provision on the Master Agreement.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,	 
	
			Pinnacle Bank

			
	 	 
	
			By:

				
			/s/ Lesli A Harlan

			
	
			Name:

				
			Lesli A Harlan

			
	
			 

				
			Operations and Compliance Officer

			



 


 


	
			Accepted and confirmed as of the Trade Date

			
	 	 
	
			Roanoke Gas Company, a Virginia corporation

			
	 	 
	
			By:

				
			/s/ Paul W. Nester

			
	
			Name:

				
			Paul W. Nester

			
	
			Title:

				
			President

			
	 	 
	
			and

				 
	 	 
	
			By:

				
			/s/ Lawrence T. Oliver

			
	
			Name:

				
			Lawrence T. Oliver

			
	
			Title:

				
			Interim Chief Financial Officer, Treasurer,

			
	 	
			Corporate Secretary