EX-10.11 6 g87473a2exv10w11.txt EX-10.11 FORM OF LETTER AGREEMENT EXHIBIT 10.11 [Bank of America Logo] To: Nicholas Financial, Inc. 2454 McMullen Booth Rd Bldg. C, #501-B Clearwater, FL 33759 Attn: Ralph Finkenbrink Telephone: 727-726-0763 Fax: 727-726-2140 From: Bank of America, N.A. 233 South Wacker Drive - Suite 2800 Chicago Illinois 60606 U.S.A. Department: Swaps Operations Telephone: (+1) 312 234 2732 Fax: (+1) 312 234 3603 Date: (1) Our Reference No: Reference Name: Michael M. Sharp Internal Tracking No: Dear Sir/Madam, The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Nicholas Financial, Inc. 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 2000 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 30th March 1999, 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. In this Confirmation "Party A" means Bank of America, N.A. and "Party B" means Nicholas Financial, Inc. GENERAL TERMS: The terms of the particular Transaction to which this Confirmation relates are as follows: Notional Amount: USD 10,000,000.00 Trade Date: (1) Effective Date: (2) Termination Date: (5), 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 2nd of each Month, commencing on __________ and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention Fixed Rate: (4) Fixed Rate Day Count Fraction: Actual/360 FLOATING AMOUNTS: Floating Rate Payer: Party A Floating Rate Payer Payment Dates: The 2nd of each Month, commencing on __________ 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 determined Floating Rate Option: USD-LIBOR-BBA Designated Maturity: 1 Month Spread: None Floating Rate Day Count Fraction: Actual/360 Reset Dates: First day of each Calculation Period BUSINESS DAYS: New York and London CALCULATION AGENT: Party A 2 RECORDING OF CONVERSATIONS: Each party to this Transaction acknowledges and agrees to the tape recording of conversations between the parties to this Transaction whether by one or other or both of the parties or their agents, and that any such tape recordings may be submitted in evidence in any Proceedings relating to the Agreement and/or this Transaction. Account for payments to Party A: USD We will debit your account. Pay to : Bank of America ABA# : FL Favour: Nicholas Financial, Inc. Account Number: 003603386388 Account for payments to Party B: USD We will credit your account. Pay to : Bank of America ABA# : FL Favour: Nicholas Financial, Inc. Account Number: 003603386388 OFFICES: The Office of Party A for this Transaction is: Charlotte - NC, United States Please send reset notices to fax no. (+1 312) 234 3603. The Office of Party B for this Transaction is: Clearwater, United States Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement by returning via telecopier an executed copy of this Confirmation to the attention of Global Derivative Operations (fax no.(+1312) 234 3603). Accepted and confirmed as of the date first written: Bank of America, N.A. Nicholas Financial, Inc. /s/ Dave Walker /s/ Ralph Finkenbrink -------------------------------------- ------------------------------------- Dave Walker Name: Ralph Finkenbrink Senior Vice President Title: VP Finance Authorized Signatory Our Reference Number: Internal Tracking No: 3 VARIABLE TERMS OF SWAP AGREEMENTS (5) Termination (1) Trade Date (2) Effective (3) Notional (4) Fixed Rate Date (Date Entered) Date Amount Of Interest (Maturity Date) -------------------------------------------------------------------------------- May 17, 2000 May 17, 2000 $10,000,000 6.87% May 17, 2004 October 5, 2001 October 5, 2001 $10,000,000 3.85% October 5, 2004 June 28, 2002 June 28, 2002 $10,000,000 3.83% July 2, 2005 January 6, 2003 April 2, 2003 $10,000,000 3.35% April 2, 2007 January 31, 2003 August 1, 2003 $10,000,000 3.20% August 2, 2006 February 26, 2003 May 17, 2004 $10,000,000 3.91% May 19, 2008 March 11, 2004 October 5, 2004 $10,000,000 3.64% October 5, 2009