aeis_Ex10_5


		
			Exhibit 10.5
		

		
			 
		

		
			
		

		
			 
		

		
			HSBC Bank USA, National Association
		

		
			452 Fifth Avenue
		

		
			New York, NY 10018
		

		
			Fax: (212) 525-5517
		

		
			 
		

		
			 
		

		
			 
		

		
			From:
		

		
			HSBC Bank USA, National Association
		

		
			452 Fifth Avenue, New York, NY 10018
		

		
			 
		

		
			To:
		

		
			Advanced Energy Industries, Inc.
		

		
			 
		

		
			 
		

			
					
						 

					
					
						 

				
	
					
						Date

					
					
						: 07 April 2020

				
	
					
						 

					
					
						 

				
	
					
						Our Reference

					
					
						: 4762820N

				



		
			 
		

		
			RATE SWAP TRANSACTION CONFIRMATION
		

		
			 
		

		
			Dear Sir or Madam,
		

		
			The purpose of this agreement (this "Confirmation") is to confirm the terms and conditions of the Swap Transaction entered into between us on the Trade Date specified below.
		

		
			This Confirmation constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified below.
		

		
			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. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern.
		

		
			This Confirmation supplements, forms part of and is subject to the ISDA 2002 Master Agreement dated as of April 2, 2020, as amended and supplemented from time to time (the "Agreement"), between HSBC Bank USA, National Association ("Party A") and Advanced Energy Industries, Inc. ("Party B"). All provisions contained in or incorporated by reference in the Agreement govern this Confirmation except as expressly modified below.
		

		
			 
		

		
			The terms of the particular Swap Transaction to which this Confirmation relates are as follows:
		

		
			 
		

			
					
						 

					
					
						 

				
	
					
						Trade Date

					
					
						:  06 April 2020

				
	
					
						 

					
					
						 

				
	
					
						Effective Date

					
					
						:  08 April 2020

				
	
					
						 

					
					
						 

				
	
					
						Termination Date

					
					
						: 10 September 2024,  subject to adjustment in accordance with Modified Following Business Day Convention

				
	
					
						 

					
					
						 

				
	
					
						Fixed Amount

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						Fixed Rate Payer

					
					
						: Party B

				



		
			 
		

		
			
		

		
			


		 


		

			 

		


			

					

						 


					

					

						RESTRICTED


					

					

						4762820N         


				




		

			 

		








		

		
			 
		

			
					
						Fixed Rate Payer Notional Amount

					
					
						: As set forth in Exhibit I, which is attached hereto and incorporated by reference into this Confirmation

				
	
					
						 

					
					
						 

				
	
					
						Fixed Rate Initial Calculation Period

					
					
						: Commencing from the Effective Date till 30 April 2020

				
	
					
						 

					
					
						 

				
	
					
						Fixed Rate Payer Payment Dates

					
					
						: The last day of each month, commencing on 30 April 2020 and ending on the Termination Date, subject to adjustment in accordance with Modified Following Business Day Convention.

				
	
					
						 

					
					
						 

				
	
					
						Fixed Rate

					
					
						: 0.498%

				
	
					
						 

					
					
						 

				
	
					
						Fixed Rate Payer Fixed Rate Day

					
					
						 

				
	
					
						Count Fraction

					
					
						: Actual/360

				
	
					
						 

					
					
						 

				
	
					
						Business Days

					
					
						: New York and London

				
	
					
						 

					
					
						 

				
	
					
						Floating Amounts

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						Floating Rate Payer

					
					
						: Party A

				
	
					
						 

					
					
						 

				
	
					
						Floating Rate Payer Notional Amount

					
					
						: As set forth in Exhibit I, which is attached hereto and incorporated by reference into this Confirmation

				
	
					
						 

					
					
						 

				
	
					
						Floating Rate Payer Payment Dates

					
					
						: The last day of each month, commencing on 30 April 2020 and ending on the Termination Date, subject to adjustment in accordance with Modified Following Business Day Convention.

				
	
					
						 

					
					
						 

				
	
					
						Floating Rate Initial Calculation Period

					
					
						: Commencing from the Effective Date till 30 April 2020

				
	
					
						 

					
					
						 

				
	
					
						Floating Rate for initial Calculation

					
					
						 

				
	
					
						Period (excluding Spread)

					
					
						: 0.92125%

				
	
					
						 

					
					
						 

				
	
					
						Relevant Rate:

					
					
						: USD-LIBOR-BBA

				
	
					
						 

					
					
						 

				
	
					
						Designated Maturity

					
					
						: 1 month

				
	
					
						 

					
					
						 

				
	
					
						Spread

					
					
						: None

				
	
					
						 

					
					
						 

				
	
					
						Reset Dates

					
					
						: The first day of each Calculation Period

				
	
					
						 

					
					
						 

				
	
					
						Floating Rate Payer Day Count Fraction

					
					
						: Actual/360

				
	
					
						 

					
					
						 

				
	
					
						Compounding

					
					
						: Inapplicable

				
	
					
						 

					
					
						 

				
	
					
						Business Days

					
					
						: New York and London

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						Calculation Agent

					
					
						: Party A or as otherwise specified in the Agreement

				



		
			 
		

		
			
		

		
			


		 


		

			 

		


			

					

						 


					

					

						RESTRICTED


					

					

						4762820N         


				




		

			 

		








		

		
			 
		

		
			Office(s):
		

		
			 
		

		
			The office of Party A for the Swap Transaction is New York
		

		
			 
		

		
			 
		

		
			Account Details:
		

		
			 
		

		
			In USD
		

		
			 
		

			
					
						HSBC Bank USA, National Association

					
					
						: As per Standard Settlement Instruction, or as otherwise advised separately.

				
	
					
						 

					
					
						 

				
	
					
						Advanced Energy Industries, Inc.

					
					
						: As per Standard Settlement Instruction, or as otherwise advised separately.

				



		
			 
		

		
			 
		

		
			Please confirm that the forgoing correctly sets forth the terms of our agreement by having an authorized officer sign this Confirmation and return it via email to:
		

		
			HSBC Bank USA, National Association
		

		
			Swap Documentation
		

		
			Attention: Derivative Confirmations
		

		
			Email : ratesdocumentation@hsbc.com
		

		
			Please direct all settlement inquiries to:
		

		
			HSBC Bank USA, National Association
		

		
			Derivative Settlements
		

		
			Attention: Derivative Settlements
		

		
			Telephone: +44 (0)207 088 2551
		

		
			Email : ird.settlements.us@hsbc.com
		

		
			 
		

		
			 
		

		
			The Parties acknowledge, that this Confirmation has been executed by HSBC Bank USA, National Association by means of a computer-based system and that such execution shall have the same legal effect as if a signature had been manually written on such Confirmation and that each such Confirmation shall be deemed to have been signed by HSBC Bank USA, National Association for the purposes of any statute or rule of law that requires such Confirmation to be signed. The Parties acknowledge that in any legal proceedings relating to this Confirmation, each party expressly waives any right to raise any defense or waiver of liability based upon the execution of this Confirmation by HSBC Bank USA, National Association by means of an electronically-produced signature or signatures.
		

		
			 
		

		
			
		

		
			


		 


		

			 

		


			

					

						 


					

					

						RESTRICTED


					

					

						4762820N         


				




		

			 

		








		

		
			 
		

			
					
						 

					
					
						 

				
	
					
						HSBC Bank USA, National Association

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Gitu Abraham

				
	
					
						Name:

					
					
						Gitu Abraham

				
	
					
						Title:

					
					
						Assistant Vice President

				
	
					
						 

					
					
						#40969A

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						Advanced Energy Industries, Inc.

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Chris Hanson

				
	
					
						Name:

					
					
						Chris Hanson

				
	
					
						Title:

					
					
						VP Treasurer

				



		
			 
		

		
			
		

		
			


		 


		

			 

		


			

					

						 


					

					

						RESTRICTED


					

					

						4762820N         


				




		

			 

		








		

		
			 
		

		
			EXHIBIT I
		

		
			 
		

			
					
						For the Calculation Periods

					
					
						Notional Amount (USD)

				
	
					
						From and Including*

					
					
						To but Excluding*

				
	
					
						The Effective Date

					
					
						30-Apr-20

					
					
						143,171,875

				
	
					
						30-Apr-20

					
					
						29-May-20

					
					
						143,171,875

				
	
					
						29-May-20

					
					
						30-Jun-20

					
					
						143,171,875

				
	
					
						30-Jun-20

					
					
						31-Jul-20

					
					
						140,984,375

				
	
					
						31-Jul-20

					
					
						28-Aug-20

					
					
						140,984,375

				
	
					
						28-Aug-20

					
					
						30-Sep-20

					
					
						140,984,375

				
	
					
						30-Sep-20

					
					
						31-Oct-20

					
					
						138,796,875

				
	
					
						31-Oct-20

					
					
						30-Nov-20

					
					
						138,796,875

				
	
					
						30-Nov-20

					
					
						31-Dec-20

					
					
						138,796,875

				
	
					
						31-Dec-20

					
					
						29-Jan-21

					
					
						136,609,375

				
	
					
						29-Jan-21

					
					
						26-Feb-21

					
					
						136,609,375

				
	
					
						26-Feb-21

					
					
						31-Mar-21

					
					
						136,609,375

				
	
					
						31-Mar-21

					
					
						30-Apr-21

					
					
						134,421,875

				
	
					
						30-Apr-21

					
					
						28-May-21

					
					
						134,421,875

				
	
					
						28-May-21

					
					
						30-Jun-21

					
					
						134,421,875

				
	
					
						30-Jun-21

					
					
						30-Jul-21

					
					
						132,234,375

				
	
					
						30-Jul-21

					
					
						31-Aug-21

					
					
						132,234,375

				
	
					
						31-Aug-21

					
					
						30-Sep-21

					
					
						132,234,375

				
	
					
						30-Sep-21

					
					
						29-Oct-21

					
					
						130,046,875

				
	
					
						29-Oct-21

					
					
						30-Nov-21

					
					
						130,046,875

				
	
					
						30-Nov-21

					
					
						31-Dec-21

					
					
						130,046,875

				
	
					
						31-Dec-21

					
					
						31-Jan-22

					
					
						127,859,375

				
	
					
						31-Jan-22

					
					
						28-Feb-22

					
					
						127,859,375

				
	
					
						28-Feb-22

					
					
						31-Mar-22

					
					
						127,859,375

				
	
					
						31-Mar-22

					
					
						29-Apr-22

					
					
						125,671,875

				
	
					
						29-Apr-22

					
					
						31-May-22

					
					
						125,671,875

				
	
					
						31-May-22

					
					
						30-Jun-22

					
					
						125,671,875

				
	
					
						30-Jun-22

					
					
						29-Jul-22

					
					
						123,484,375

				



		
			
		

		
			


		 


		

			 

		


			

					

						 


					

					

						RESTRICTED


					

					

						4762820N         


				




		

			 

		








		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						29-Jul-22

					
					
						31-Aug-22

					
					
						123,484,375

				
	
					
						31-Aug-22

					
					
						30-Sep-22

					
					
						123,484,375

				
	
					
						30-Sep-22

					
					
						31-Oct-22

					
					
						121,296,875

				
	
					
						31-Oct-22

					
					
						30-Nov-22

					
					
						121,296,875

				
	
					
						30-Nov-22

					
					
						30-Dec-22

					
					
						121,296,875

				
	
					
						30-Dec-22

					
					
						31-Jan-23

					
					
						119,109,375

				
	
					
						31-Jan-23

					
					
						28-Feb-23

					
					
						119,109,375

				
	
					
						28-Feb-23

					
					
						31-Mar-23

					
					
						119,109,375

				
	
					
						31-Mar-23

					
					
						28-Apr-23

					
					
						116,921,875

				
	
					
						28-Apr-23

					
					
						31-May-23

					
					
						116,921,875

				
	
					
						31-May-23

					
					
						30-Jun-23

					
					
						116,921,875

				
	
					
						30-Jun-23

					
					
						31-Jul-23

					
					
						114,734,375

				
	
					
						31-Jul-23

					
					
						31-Aug-23

					
					
						114,734,375

				
	
					
						31-Aug-23

					
					
						29-Sep-23

					
					
						114,734,375

				
	
					
						29-Sep-23

					
					
						31-Oct-23

					
					
						112,546,875

				
	
					
						31-Oct-23

					
					
						30-Nov-23

					
					
						112,546,875

				
	
					
						30-Nov-23

					
					
						29-Dec-23

					
					
						112,546,875

				
	
					
						29-Dec-23

					
					
						31-Jan-24

					
					
						110,359,375

				
	
					
						31-Jan-24

					
					
						29-Feb-24

					
					
						110,359,375

				
	
					
						29-Feb-24

					
					
						28-Mar-24

					
					
						110,359,375

				
	
					
						28-Mar-24

					
					
						30-Apr-24

					
					
						108,171,875

				
	
					
						30-Apr-24

					
					
						31-May-24

					
					
						108,171,875

				
	
					
						31-May-24

					
					
						28-Jun-24

					
					
						108,171,875

				
	
					
						28-Jun-24

					
					
						31-Jul-24

					
					
						105,984,375

				
	
					
						31-Jul-24

					
					
						30-Aug-24

					
					
						105,984,375

				
	
					
						30-Aug-24

					
					
						The Termination Date

					
					
						105,984,375

				



		
			 
		

		
			 
		

		
			* All dates listed above, with the exception of the Effective Date, are subject to adjustment in accordance with the Modified Following Business Day Convention.
		

		
			 
		

		
			 
		


		 


		

			 

		


			

					

						 


					

					

						RESTRICTED


					

					

						4762820N