Exhibit 10.2
| To: | U. S. Physical Therapy, Inc. |
| Attention: | Nchacha Etta |
| Email: | jcurtis@usph.com; netta@usph.com |
| From: | Bank Of America, National Association |
| Department: | Global FX and Derivative Operations |
| Telephone: | (+1) 980 683 2797 |
| Fax: | (+1) 866 255 1444 |
| Email: | ratesdocumentationchester@bofa.com |
This Confirmation supersedes and replaces any and all Confirmations previously sent to you in respect of this Transaction.
| Date: | 22nd September 2026 |
| Our Reference No: | 981867840 |
| Internal Tracking No: | 81867840 |
| Admin No: | 26BN1269402 |
| USI: | 1030282338VM81867840 |
| UTI: | B4TYDEB6GKMZO031MB27VM81867840 |
Dear Sir/Madam,
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Party A and Party B (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. (''ISDA''), (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 26th April 2022, 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, National Association and ''Party B'' means U. S. Physical Therapy, Inc..
(Continued on next page.)
General Terms:
The terms of the particular Transaction to which this Confirmation relates are as follows:
| \ | Notional Amount: | As per Schedule A below. |
Trade Date: 22nd September 2026
Effective Date: 30th June 2027
| \ | Termination Date: | 14th April 2031, 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 July 2027 and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention. |
Fixed Rate: 4.57800 per cent
Fixed Rate Day
Count Fraction: Actual/360
Floating Amounts:
Floating Rate Payer: Party A Floating Rate Payer
| \ | Payment Dates: | The last calendar day of each Month, commencing on the last calendar day of July 2027 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-SOFR CME Term
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
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 parties 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.
Office:
The Office of Party A for this Transaction is: Charlotte, North Carolina - United States.
Please send reset notices to fax no. (+1) 866 218 8487.
(Continued on next page.)
SCHEDULE A
| Calculation Period scheduled to commence on: | Notional Amount: |
| 30th June 2027 | USD 170,625,000.00 |
| 31st July 2027 | USD 170,625,000.00 |
| 31st August 2027 | USD 170,625,000.00 |
| 30th September 2027 | USD 169,531,250.00 |
| 31st October 2027 | USD 169,531,250.00 |
| 30th November 2027 | USD 169,531,250.00 |
| 31st December 2027 | USD 168,437,500.00 |
| 31st January 2028 | USD 168,437,500.00 |
| 29th February 2028 | USD 168,437,500.00 |
| 31st March 2028 | USD 167,343,750.00 |
| 30th April 2028 | USD 167,343,750.00 |
| 31st May 2028 | USD 167,343,750.00 |
| 30th June 2028 | USD 166,250,000.00 |
| 31st July 2028 | USD 166,250,000.00 |
| 31st August 2028 | USD 166,250,000.00 |
| 30th September 2028 | USD 164,062,500.00 |
| 31st October 2028 | USD 164,062,500.00 |
| 30th November 2028 | USD 164,062,500.00 |
| 31st December 2028 | USD 161,875,000.00 |
| 31st January 2029 | USD 161,875,000.00 |
| 28th February 2029 | USD 161,875,000.00 |
| 31st March 2029 | USD 159,687,500.00 |
| 30th April 2029 | USD 159,687,500.00 |
| 31st May 2029 | USD 159,687,500.00 |
| 30th June 2029 | USD 157,500,000.00 |
| 31st July 2029 | USD 157,500,000.00 |
| 31st August 2029 | USD 157,500,000.00 |
| 30th September 2029 | USD 155,312,500.00 |
| 31st October 2029 | USD 155,312,500.00 |
| 30th November 2029 | USD 155,312,500.00 |
| 31st December 2029 | USD 153,125,000.00 |
| 31st January 2030 | USD 153,125,000.00 |
| 28th February 2030 | USD 153,125,000.00 |
| 31st March 2030 | USD 150,937,500.00 |
| 30th April 2030 | USD 150,937,500.00 |
| 31st May 2030 | USD 150,937,500.00 |
| 30th June 2030 | USD 148,750,000.00 |
| 31st July 2030 | USD 148,750,000.00 |
| 31st August 2030 | USD 148,750,000.00 |
| 30th September 2030 | USD 145,468,750.00 |
| 31st October 2030 | USD 145,468,750.00 |
| 30th November 2030 | USD 145,468,750.00 |
| 31st December 2030 | USD 142,187,500.00 |
| 31st January 2031 | USD 142,187,500.00 |
| 28th February 2031 | USD 142,187,500.00 |
| 31st March 2031 | USD 138,906,250.00 |
Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement by returning an executed copy of this Confirmation in its entirety to the attention of Global FX and Derivative Operations via email to ratesdocumentationchester@bofa.com.
| Accepted and confirmed as of the date first written: | |
| Bank Of America, National Association | U. S. Physical Therapy, Inc. |
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|
| Authorised Signatory | By:/s/Jason Curtis |
| Name: Jason Curtis | |
| Title: Senior Vice President, Finance and Accounting | |