ulh-ex102_78.htm



 

Exhibit 10.2

 


	
Capital Markets Derivative Operations 38 Fountain Square MD 1090RE Cincinnati, OH 45263
	
 
	


	
Phone: 855-615-3522
	
 
	
 




 

Date: April 29, 2022

To: UTSI FINANCE, INC

 

Attention: VIOLETA GOLEMATIS

Phone: 586-920-0235

Email: VGOLEMATIS@UNIVERSALLOGISTICS.COM

 

Attention: NICOLE REDMOND

Phone: 586-920-0100 X2016

Email: NREDMOND@UNIVERSALLOGISTICS.COM

 

Attention: STEVEN FITZPATRICK 

Phone: 586-920-0235

Email: SFITZPATRICK@UNIVERSALLOGISTICS.COM

USI: 1030451071FITB69279RA446784416700000000000

Re: Interest Rate Swap 69279

 

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Fifth Third Bank, National Association ("Party A") and UTSI FINANCE, INC (“Party B”) on the Trade Date specified below (“Transaction"). This letter constitutes a "Confirmation" as referred to in the Agreement specified below.

 

1.Each Transaction entered into under this Confirmation will be subject to, and governed by the provisions of, the 2006 ISDA Definitions as published by the International Swaps and Derivatives Association, Inc., (the "Definitions"). In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.

 

2.This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of April 21, 2022, as amended and supplemented from time to time (the “Agreement”), between Party A and Party B. All provisions contained in the Agreement govern this Confirmation except as expressly modified below. In the event of any inconsistency between the Agreement and this Confirmation, this Confirmation will govern.

 


	
 
	
3.
	
Each party represents and warrants to the other party as follows:




 


	
 
	
(a)
	
Such party is fully informed of and capable of evaluating, and has evaluated, the potential financial benefits and risks, the tax and accounting implications, the appropriateness in light of its individual financial circumstances, business affairs, and risk management capabilities, and the conformity to its policies and objectives, of this Transaction.
	
 




 


	
 
	
(b)
	
Such party has entered into this Transaction in reliance only upon its own judgment. Neither party holds itself out as advising, or any of its employees or agents as having the authority to advise, the other party as to whether or not it should enter into this Transaction, and neither party shall have any liability whatsoever in respect of any advice of such nature given, or views expressed, by it or any such persons to the other party, whether or not such advice is given or such views are expressed at the request of the other party.
	
 





	
 
	
(c)
	
Such party has entered into this Transaction not for the purpose of speculation.




 

 


	
Fifth Third Bank, National Association. Member FDIC
	
Page 1 of 6
	
 




 



 

 

4.Please acknowledge your agreement to the terms hereof by delivering back to Fifth Third Bank, National Association an executed version of this Confirmation. If you do not return an unaltered, fully-executed version of this Confirmation to Fifth Third Bank, National Association within 3 business days of the date of your receipt of this Confirmation, you shall be deemed to have accepted the terms hereof as set forth herein.


	
 
	
5.
	
The terms of the particular Transaction to which this Confirmation relates are as follows 
	
 




 


	
 
	
Transaction Type:
	
Interest Rate Swap

	
 
	
Payment Currency:
	
USD

	
 
	
Notional Currency:
	
USD

	
 
	
Notional Amount:
	
For a Calculation Period, the amount set forth opposite that Calculation

	
 
	
 
	
Period on Schedule A.




 

Term:

 


	
 
	
Trade Date:
	
April 29, 2022

	
 
	
Effective Date:
	
April 29, 2022

	
 
	
Termination Date:
	
April 30, 2027, with No Adjustment




 

Fixed Amounts:

 


	
 
	
Fixed Rate Payer:
	
UTSI FINANCE, INC

	
 
	
Fixed Rate Calculation Periods:
	
From and including the last day of each month to but excluding the last day of the following month starting with the Effective Date continuing until the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention.

	
 
	
 
	
 

	
 
	
Fixed Rate Payment Date:
	
Last calendar day of each month beginning with May 31, 2022, continuing until the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention.

	
 
	
 
	
 

	
 
	
Fixed Rate:
	
2.88000%

	
 
	
 
	
 

	
 
	
Fixed Rate Day Count
	
 

	
 
	
 
	
 

	
 
	
Fraction:
	
Act/360

	
 
	
 
	
 

	
 
	
Fixed Rate Business Day
	
 

	
 
	
Convention:
	
Modified Following

	
 
	
Fixed Rate Business Days:
	
New York




 

Floating Amounts:

 


	
 
	
 
	
 

	
 
	
Floating Rate Payer:
	
Fifth Third Bank, National Association

	
 
	
 
	
 

	
 
	
Floating Rate Calculation Periods:
	
From and including the last day of each month to but excluding the last day of the following month starting with the Effective Date continuing until the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention.

	
 
	
Floating Rate Payment Date:
	
Last calendar day of each month beginning with May 31, 2022, continuing until the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention.

	
 
	
 
	
 

	
 
	
Floating Rate Day Count
	
 

	
 
	
 
	
 

	
 
	
Fraction:
	
Act/360

	
 
	
 
	
 

	
 
	
Floating Rate Business Day
	
 

	
 
	
Convention:
	
Modified Following

	
 
	
 
	
 

	
 
	
Floating Rate Business Days:
	
New York




 


	
Fifth Third Bank, National Association. Member FDIC
	
Page 2 of 6
	
 




 



 


	
 
	
 
	
 

	
 
	
Floating Rate Option:
	
USD-SOFR CME Term

	
 
	
 
	
 

	
 
	
Designated Maturity:
	
1 Month (No interpolation.)

	
 
	
 
	
 

	
 
	
Floating Rate Spread:
	
0.00 bps

	
 
	
 
	
 

	
 
	
Floating Rate Compounding:
	
Inapplicable

	
 
	
 
	
 

	
 
	
Floating Rate Method of
	
 

	
 
	
Averaging:
	
Inapplicable

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
Floating Rate Reset Dates:
	
First day of each Floating Rate Calculation Period, subject to adjustment in accordance with the Modified Following Business Day Convention.

	
 
	
 
	
 

	
 
	
Floating Rate Rounding
	
 

	
 
	
Convention:
	
5 decimal places per the ISDA definition.

	
 
	
 
	
 

	
 
	
Calculation Agent:
	
As specified in the ISDA Agreement

	
 
	
 
	
 




 

 

 


	
Fifth Third Bank, National Association. Member FDIC
	
Page 3 of 6
	
 




 



 

 

Please confirm that the foregoing correctly sets forth the terms of our agreement by having an authorized officer execute this Confirmation and returning it to the Capital Markets Derivatives Group at Fifth Third Bank, National Association Fax no. (513) 534-3461 or E-mail: IRD.CapitalMarkets@53.com.

 


	
Yours Truly,

	
Fifth Third Bank, National Association

	
 
	
 
	
 

	
By:
	
 
	


	
 
	
 
	
 

	
Name:
	
 
	
Vicki Kopriwa

	
Title:
	
 
	
Vice President




 

UTSI FINANCE, INC

By: /s/ Steven Fitzpatrick

Name: Steven Fitzpatrick

Title: Asst. Secretary

 

 


	
Fifth Third Bank, National Association. Member FDIC
	
Page 4 of 6
	
 




 



 

 

Schedule A

 

Subject to adjustment in accordance with the Modified Following Business Day Convention.

 


				
	
Calculation Period

From and Including
	
Calculation Period

To but Excluding
	
Notional Amount

(in USD)
	
Notional

Reduction

	
April 29, 2022
	
May 31, 2022
	
100,000,000.00
	
0

	
May 31, 2022
	
June 30, 2022
	
99,166,666.67
	
833,333.33

	
June 30, 2022
	
July 29, 2022
	
98,333,333.33
	
833,333.34

	
July 29, 2022
	
August 31, 2022
	
97,500,000.00
	
833,333.33

	
August 31, 2022
	
September 30, 2022
	
96,666,666.67
	
833,333.33

	
September 30, 2022
	
October 31, 2022
	
95,833,333.33
	
833,333.34

	
October 31, 2022
	
November 30, 2022
	
95,000,000.00
	
833,333.33

	
November 30, 2022
	
December 30, 2022
	
94,166,666.67
	
833,333.33

	
December 30, 2022
	
January 31, 2023
	
93,333,333.33
	
833,333.34

	
January 31, 2023
	
February 28, 2023
	
92,500,000.00
	
833,333.33

	
February 28, 2023
	
March 31, 2023
	
91,666,666.67
	
833,333.33

	
March 31, 2023
	
April 28, 2023
	
90,833,333.33
	
833,333.34

	
April 28, 2023
	
May 31, 2023
	
90,000,000.00
	
833,333.33

	
May 31, 2023
	
June 30, 2023
	
89,166,666.67
	
833,333.33

	
June 30, 2023
	
July 31, 2023
	
88,333,333.33
	
833,333.34

	
July 31, 2023
	
August 31, 2023
	
87,500,000.00
	
833,333.33

	
August 31, 2023
	
September 29, 2023
	
86,666,666.67
	
833,333.33

	
September 29, 2023
	
October 31, 2023
	
85,833,333.33
	
833,333.34

	
October 31, 2023
	
November 30, 2023
	
85,000,000.00
	
833,333.33

	
November 30, 2023
	
December 29, 2023
	
84,166,666.67
	
833,333.33

	
December 29, 2023
	
January 31, 2024
	
83,333,333.33
	
833,333.34

	
January 31, 2024
	
February 29, 2024
	
82,500,000.00
	
833,333.33

	
February 29, 2024
	
March 29, 2024
	
81,666,666.67
	
833,333.33

	
March 29, 2024
	
April 30, 2024
	
80,833,333.33
	
833,333.34

	
April 30, 2024
	
May 31, 2024
	
80,000,000.00
	
833,333.33

	
May 31, 2024
	
June 28, 2024
	
79,166,666.67
	
833,333.33

	
June 28, 2024
	
July 31, 2024
	
78,333,333.33
	
833,333.34

	
July 31, 2024
	
August 30, 2024
	
77,500,000.00
	
833,333.33

	
August 30, 2024
	
September 30, 2024
	
76,666,666.67
	
833,333.33

	
September 30, 2024
	
October 31, 2024
	
75,833,333.33
	
833,333.34

	
October 31, 2024
	
November 29, 2024
	
75,000,000.00
	
833,333.33

	
November 29, 2024
	
December 31, 2024
	
74,166,666.67
	
833,333.33

	
December 31, 2024
	
January 31, 2025
	
73,333,333.33
	
833,333.34

	
January 31, 2025
	
February 28, 2025
	
72,500,000.00
	
833,333.33

	
February 28, 2025
	
March 31, 2025
	
71,666,666.67
	
833,333.33

	
March 31, 2025
	
April 30, 2025
	
70,833,333.33
	
833,333.34

	
April 30, 2025
	
May 30, 2025
	
70,000,000.00
	
833,333.33

	
May 30, 2025
	
June 30, 2025
	
69,166,666.67
	
833,333.33

	
June 30, 2025
	
July 31, 2025
	
68,333,333.33
	
833,333.34

	
July 31, 2025
	
August 29, 2025
	
67,500,000.00
	
833,333.33

	
August 29, 2025
	
September 30, 2025
	
66,666,666.67
	
833,333.33

	
September 30, 2025
	
October 31, 2025
	
65,833,333.33
	
833,333.34

	
October 31, 2025
	
November 28, 2025
	
65,000,000.00
	
833,333.33

	
November 28, 2025
	
December 31, 2025
	
64,166,666.67
	
833,333.33

	
December 31, 2025
	
January 30, 2026
	
63,333,333.33
	
833,333.34

	
January 30, 2026
	
February 27, 2026
	
62,500,000.00
	
833,333.33

	
February 27, 2026
	
March 31, 2026
	
61,666,666.67
	
833,333.33

	
March 31, 2026
	
April 30, 2026
	
60,833,333.33
	
833,333.34

	
April 30, 2026
	
May 29, 2026
	
60,000,000.00
	
833,333.33

	
May 29, 2026
	
June 30, 2026
	
59,166,666.67
	
833,333.33

	
June 30, 2026
	
July 31, 2026
	
58,333,333.33
	
833,333.34




 


	
Fifth Third Bank, National Association. Member FDIC
	
Page 5 of 6
	
 




 



 


				
	
July 31, 2026
	
August 31, 2026
	
57,500,000.00
	
833,333.33

	
August 31, 2026
	
September 30, 2026
	
56,666,666.67
	
833,333.33

	
September 30, 2026
	
October 30, 2026
	
55,833,333.33
	
833,333.34

	
October 30, 2026
	
November 30, 2026
	
55,000,000.00
	
833,333.33

	
November 30, 2026
	
December 31, 2026
	
54,166,666.67
	
833,333.33

	
December 31, 2026
	
January 29, 2027
	
53,333,333.33
	
833,333.34

	
January 29, 2027
	
February 26, 2027
	
52,500,000.00
	
833,333.33

	
February 26, 2027
	
March 31, 2027
	
51,666,666.67
	
833,333.33

	
March 31, 2027
	
April 30, 2027
	
50,833,333.33
	
833,333.34




 

 


	
Fifth Third Bank, National Association. Member FDIC
	
Page 6 of 6