EX-10.4 5 ex104x-rgc_swapagreement.htm EXHIBIT 10.4 Exhibit

BB&T



Branch Banking and Trust Company Funds Management Group
Mailcode: 001-05-05-50
150 S Stratford Rd Ste 500
Winston-Salem NC 27104-4219

November 1, 2016


To:     Mr. Paul W. Nester
Roanoke Gas Company
Email: paul_nester@rgcresources.com        Phone: (540) 777-3842

From:     Deborah Harrell-Cayton, Vice President
Branch Banking and Trust Company (BB&T)
150 S Stratford Rd Ste 500
Winston-Salem NC 27104-4219
Telephone: (336) 733-2988
Fax#: (336) 733-2883

Re: Confirmation of USD 7,000,0000.00 swap commencing November 1, 2017

Dear Mr. Nester:

The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Branch Banking and Trust Company ("BB&T") and Roanoke Gas Company ("Counterparty") on the Trade Date specified below (the "Swap Transaction"). This letter agreement constitutes a "Confirmation" under the ISDA Agreement defined below.

The definitions and provisions contained in the 2006 ISDA Definitions as published by the International Swaps and Derivatives Association, Inc. ("ISDA") are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern.

1.
This confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of October 27, 2008 (as amended and supplemented, the "Agreement"), between us. All provisions contained in the Agreement govern this Confirmation except as expressly modified below. Pursuant to ISDA guidelines, the mutual agreement of terms commenced the transaction being confirmed. This facsimile transmission serves as additional evidence of a binding supplement to the Agreement. We request that you sign this Confirmation and return it to us by facsimile.









2.
The terms of the particular Swap Transaction to which this Confirmation relates are as follows:
     Notional Amount:
 
USD 7,000,000.00
 
 
 
     Trade Date:
 
November 1, 2016
 
 
 
     Effective Date:
 
November 1, 2017
 
 
 
     Termination Date:
 
November 1, 2021
 
 
 
Fixed Amounts:
 
 
 
 
 
     Fixed Rate Payer:
 
Counterparty
 
 
 
     Fixed Rate Payer Payment
 
The 1st calendar day of each month
     Dates:
 
during the Term of this Transaction, commencing December 1, 2017 and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention.
 
 
 
     Period End Dates:
 
The 1st calendar day of each month to but excluding the 1st day of the immediately following month, not subject to adjustment.
 
 
 
     Fixed Rate:
 
2.3000 percent per annum
 
 
 
     Fixed Rate Day Count Fraction:
 
Actual / 360
 
 
 
Floating Amounts:
 
 
 
 
 
     Floating Rate Payer Payment
 
The 1st calendar day of each month during the
     Dates:
 
Term of this Transaction, commencing December 1, 2017 and ending on the Termination Date, subject to adjustment in accordance with the modified Following Business Day Convention.
 
 
 
     Period End Dates:
 
The 1st calendar day of each month to but excluding the 1st day of the immediately following month, not subject to adjustment.
 
 
 
     Floating Rate for initial Calculation
 
to be determined
     Period:
 
 
 
 
 
     Floating Rate Option
 
USD-LIBOR-BBA plus spread
 
 
 
 
 
 




     Designated Maturity:
 
Monthly
 
 
 
     Spread:
 
90 basis points
 
 
 
     Floating Rate Day Count Fraction:
 
Actual / 360
 
 
 
     Business Day Convention:
 
Modified Following
 
 
 
     Business Days for Payments:
 
New York, London
 
 
 
     Business Days for Resets:
 
London
 
 
 
     Reset Dates:
 
1st day of each month without adjustment.
 
 
 
     Compounding:
 
Inapplicable
 
 
 
     Calculation Agent:
 
BB&T, unless otherwise specified in Agreement
 
 
 
3. Account Details:
 
 
 
 
 
     Payments to BB&T:
 
Fed Funds to BB&T-ABA No. 053101121
 
 
Acct. No. 9116001188867
 
 
Attn: Funds Management - Derivative Operations
 
 
 
     Payments to Counterparty:
 
Please provide to expedite payment
 
 
 
 
 
 
 
 
 
 
 
 
4. Offices:
 
 
 
 
 
     Office of BB&T:
 
Winston-Salem, NC
 
 
 
     Office of Counterparty:
 
Roanoke, VA
 
 
 
     Non-Reliance:
 
Each party represents to the other party that is is acting for its own account, and has made its own independent decisions to enter into this Transaction and as to whether this Transaction is appropriate or proper for it based on its own judgment and upon advice from such advisors as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as recommendation to enter into this Transaction, it being understood that information and explanations related to the terms and conditions of this Transaction shall not be considered





 
 
investment advice or a recommendation to enter into this 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 this Transaction.

Please confirm your agreement to be bound by the terms stated herein by executing the copy of this Confirmation enclosed for that purpose and returning it to us within 2 business days, signed by a vice president or above who is authorized to sign financial instrument contracts on behalf of the Counterparty to:

BB&T Funds Management
Attn: Deborah Harrell-Cayton
Fax#: (336) 733-2883

This Confirmation shall be conclusively deemed accurate and complete by Counterparty if not executed and returned to us within the timeframe established above.

Yours sincerely,
Branch Banking and Trust Company

By:     /s/ Deborah Harrell-Cayton
Name:     Deborah Harrell- Cayton
Title:     Vice President









Confirm as of the
Date first above written:
Roanoke Gas Company

By:    /s/ John S. D’Orazio            By:     /s/ Paul W. Nester
Name:     John S. D’Orazio            Name:     Paul W. Nester
Title:     President and CEO            Title:     VP, Treas., Sec. & CFO





Trade ID: 37403NC

Confirmation of USD 7,000,000.00 swap commencing November 1, 2017
Termination Date November 1, 2021