EFTA01088792.pdf

BankofAmericaRDN03b 5/15/2013 3:05:42 PM PAGE 1/005 D:Kristofer Knutson COMPANY:Mortimer B. Zuckerman Fax Cover Sheet Bank of America e Merrill Lynch To: Kristofor Knutson Company: Mortimer B. Zuckerman Fax Number: Date: Wednesday, May 15, 2013 3:05:22 PM From: Bank of America Merrill Lynch Global Derivatives, Futures, FX & Commodities Contact Numbers: USD OR CAD TRADES Tele hone Fax Confirmations: Payments: NON USD OR CAD TRADES Telephone Fax Confirmations: Payments: Number of pages including this cover sheet: 05 Message: Please sign and return the entire attached Confirmation as soon as possible to the fax number indicated above. The information contained in this FAX message is intended only for the confidential use of the designated recipient named above. This message may contain contractual and proprietary Information and as such is privileged and confidential. If the reader of this message Is not the Intended recipient or an agent responsble for delivering it to the intended redolent. you are hereby notified that you have received this document in error, and that any review, dissemination, distribution or copying of this message is strictly wobbled. II you have received this communication In errOr, please notify us immediately by telephone and return the message to us by mail. EFTA01088792  BankofAmericaRDN03b 5/15/2013 3:05:42 PM PAGE 2/005 3:Kristofer Knutson comPANY:mortimer B. Zuckerman BankofAmericae Mend Lynch To: Mortimer B. Zuckerman 599 Lexington Avenue Suite 1800 New York NY 10022 United States Ann: Kristofer Knutson Telephone: Fax: From: Bank of America, N.A. 200 N College Street Charlotte North Carolina 28255-0001 U.S.A. Department: Swa s O erations Telephone: Fax: Date: 15th May 2013 Our Reference No: 60844390 Reference Name: Lawrence Kalis Internal Tracking No: Admin No: USI: Dear Sir/Madam, The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Mortimer B. Zuckerman and Bank of America, N.A. (each a "party" and together "the parties") on the Trade Date specified below (the "Transaction"). This letter agreement constitutes a 'Confirmation" as referred to in the ISDA Master Agreement specified below (the "Agreement'). 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 the Definitions and this Confirmation, this Confirmation will govern. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of 1st September 2007, as amended and supplemented from time to time, between the parties. All provisions contained in the Agreement govern this Confirmation except as expressly modified below. EFTA01088793  BankofAmericaRDNO3b 5/15/2013 3:05:42 PM PAGE 3/005 D:Kristofer Knutson COMPANY:Mortimer B. Zuckerman In this Confirmation Tarty A" means Bank of America, N.A. and "Party B" means Mortimer B. Zuckerman. General Terms: The terms of the particular Transaction to which this Confirmation relates are as follows: Notional Amount: USD 80,000,000.00 Trade Date: 2nd May 2013 Effective Date: 8th April 2015 Termination Date: 31st March 2022, subject to adjustment in accordance with the Modified Following Business Day Convention Fixed Amounts: Fixed Rate Payer: Party B Fixed Rate Payer Payment Dates: The last calendar day of each Month, commencing on the last calendar day of April 2015 and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention Fixed Rate: 1.99500 per cent Fixed Rate Day Count Fraction: Actual/360 floating Amounts: Floating Rate Payer: Party A EFTA01088794  BankofAmericaRDNO3b 5/15/2013 3:05:42 PM PAGE 4/005 3:Kristofer Knutson COMPANY:Mortimer B. Zuckerman Floating Rate Payer Payment Dates: The last calendar day of each Month, commencing on the last calendar day of April 2015 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 detennined Floating Rate Option: USD-LIBOR-RBA Designated Maturity: 1 Month provided that Linear Interpolation will apply to the initial Calculation Period Spread: None Floating Rate Day Count Fraction: Actual/360 Reset Dates: First day o f each Calculation Period Business Days: London and New York Calculation Agent: Party A Recording of Conversations: Each party to this Transaction acknowledges and agrees to the recording of conversations between trading and marketing personnel of the parties to this Transaction whether by one or other or both of the panics or their agents. Account Details: As advised under separate cover with reference to this Confirmation, each party shall provide appropriate payment instructions to the other party in writing and such instructions shall be deemed to be incorporated into this Confirmation. Offices: The Office of Party A for this Transaction is: Charlotte - NC, United States Please send reset notices to fax no The Office of Party B for this EFTA01088795  BankofAmericaRDNO3b 5/15/2013 3:05:42 PM PAGE 5/005 3:Kristofer Knutson C0MPANY:Mortimer B. Zuckerman Transaction is: New York, United States Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement by returning via telecopier an executed copy o this Confirmation in its entirety to the attention of Global FX and Derivative Operations (fax no Accepted and confirmed as of the date first written: Bank of America, N.A. Mortimer B. Zuckerman Ka' 1 0S 14 4 —s Katharine A. Andrews Managing Diractor, Sr. Cutup Opsitalara Manias Authorised Signatory Our Reference Number: EFTA01088796