FORWARD TREASURY LOCK AGREEMENT
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Amended on July 24, 1998
The purpose of this letter is to confirm the terms and conditions of the Forward
Treasury Lock Transaction entered into between J.P. Morgan Securities Inc.
("JPMSI") and Gables Realty Limited Partnership (the "Counterparty") on the
Trade Date specified below (the "Transaction"). This Confirmation evidences a
complete binding agreement between you and us as to the terms of the Transaction
to which this Confirmation relates. This Confirmation, together with all other
documents referring to the ISDA Form of Master Agreement (Multicurrency-Cross
Border)(the "ISDA Form")(each a "Confirmation") confirming transactions (the
"Transactions") entered into between us (notwithstanding anything to the
contrary in a Confirmation), shall supplement, form a part of, and be subject to
an agreement in the form of the ISDA Form as if we had executed an agreement in
such a form (but without any Schedule) on the Trade Date of the first such
Transaction between us. In the event of any inconsistency between the provisions
of that agreement and this Confirmation, this Confirmation will prevail for the
purpose of this Transaction.
Each party represents that (i) it is entering into the Transaction evidenced
hereby as principal (and not as agent or in any other capacity); (ii) the other
party is not acting as fiduciary for it; (iii) it is not relying upon any
representations except those expressly set forth in the ISDA Form or this
Confirmation; (iv) it has consulted with its own legal, regulatory, tax,
business, investment, financial, and accounting advisors to the extent it has
deemed necessary, and it has made its own investment, hedging, and trading
decisions based upon its own judgment and upon any advise from such advisors as
it has deemed necessary and not upon any view expressed by the other party; and
(v) it is entering into this Transaction with a full understanding of the terms,
conditions and risks thereof and it is capable of and willing to assume those
risks.
The terms of the Transaction to which this Confirmation relates is as follows:
1. PAYMENT. The parties hereto agree that on the Settlement Date a payment
shall be made equal to the Payment Amount on the Determination Date. If the
Payment Amount is a positive number, JPMSI shall pay the Payment Amount to
the Counterparty. If the Payment Amount is a negative number, Counterparty
shall pay the absolute value of the Payment Amount to JPMSI.
2. DETERMINATION OF PAYMENT AMOUNT. On or before the Determination Date, the
Counterparty shall contact JPMSI between 9:00 a.m. and 3:00 p.m. (Eastern
time), and the Counterparty and JPMSI shall at such time agree on a time on
such date (the "Lock Time") for determining the Payment Amount. JPMSI shall
then determine the Payment Amount as of the Lock Time, and shall notify the
Counterparty thereof by close of business on such date. If the Counterparty
has not notified JPMSI by 3:00 p.m. (Eastern time) on the Determination
Date in order to set a Lock Time, the Lock Time shall be 3:00 p.m. (Eastern
time) on the Determination Date. All determinations hereunder shall be made
by JPMSI in good faith and in accordance with its standard practices in the
Determination Date and as of the Lock Time.
3. DEFINITIONS
As used herein, the following terms shall have the following meaning:
Trade Date: September 22, 1997
Amendment Date: July 24, 1998
Reference Treasury: 7 7/8% of November 15, 2004
Notional Amount: USD 50,000,000.00
Reference Price: 108 - 10
Reference Yield: 6.240%
The "Offer Price" for the Reference Treasury on any day shall mean the
spot "offer" price for the Reference Treasury, expressed as a
percentage, as determined by JPMSI in its reasonable good faith
judgment.
The "Payment Amount" on any day shall mean an amount equal to the
product of (i) the difference between the Reference Price minus the
Offer Price on such day multiplied by (ii) the Notional Amount.
Determination Date: August 21, 1998
Settlement Date: August 24, 1998
Governing Law: New York
Each party hereby agrees to make payments to the other in accordance with this
Confirmation and the ISDA Form. Please confirm your agreement to be bound by the
terms of the foregoing by executing this facsimile of this Confirmation and
returning it to us. Please send to the attention of Irina Gartsbeyn (Telephone
Number:, Facsimile Number:). When referencing this Confirmation, please
indicate: JPMSI Treasury Lock Transaction #000114.
We are very pleased to have executed this transaction with Gables Realty Limited
Partnership.
With kind regards, Accepted and Confirmed as of the date
first above written
J.P. MORGAN SECURITIES, INC. GABLES REALTY LIMITED PARTNERSHIP
BY: /s/ Jason Manske BY: /s/ Marvin R. Banks, Jr.
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Name: Jason Manske Name: Marvin R. Banks, Jr.
Title:Vice President Title:Senior Vice President