Exhibit 10.25.2
233 South Wacker Drive, Suite 2800
Chicago, Illinois 60606
Tel 312-234-2732
Fax 312-234-3603
Bank of America N.A.
TO: Ventas Realty, L.P.
4360 Brownsboro Road
Louisville, KY 40207
ATTN. DEBBIE CAFARO
TEL: 502-357-9010
FAX: 502-357-9001
FROM: Bank of America, N.A.
233 South Wacker Drive - Suite 2800
Chicago, Illinois 60606
Vic Adams/Sean Doyle
Date: 05OCT01 (Revised 17OCT01, 25OCT01)
Our Reference No. 219542
Internal Tracking Nos. 3363471
THIS CONFIRMATION SUPERSEDES AND REPLACES ANY PREVIOUSLY SENT/EXECUTED
CONFIRMATION OF THIS TRANSACTION.
The purpose of this letter agreement is to confirm the terms and conditions of
the Transaction entered into between Ventas Realty, L.P. 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 in paragraph 1 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.
1. This Confirmation evidences a complete binding agreement between the parties
as to the terms of the Transaction to which this Confirmation relates. In
addition, the parties agree to use all reasonable efforts promptly to negotiate,
execute and deliver an agreement in the form of the ISDA Master Agreement
(Multicurrency-Cross Border) (the "ISDA Form"), with such modifications as the
parties will in good faith agree. Upon the execution by the parties of such an
agreement, this Confirmation will supplement, form a part of, and be subject to
that
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agreement. All provisions contained or incorporated by reference in that
agreement upon its execution will govern this Confirmation except as expressly
modified below. Until the parties execute and deliver that agreement, this
Confirmation, together with all other documents referring to the ISDA Form (each
a "Confirmation") confirming transactions (each a "Transaction") entered into
between the parties (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 the parties had executed an agreement in such
form (but without any Schedule) on the Trade Date of the first such Transaction
between the parties. 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.
In this Confirmation "Party A" means Bank of America, N.A. and "Party B"
means Ventas Realty, L.P.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
Notional Amount: USD 450,000,000.00
Trade Date: 28SEP01
Effective Date: 30JUN03
Termination Date: 30JUN08, subject to adjustment in
accordance with the Modified
Following Business Day Convention
Amortization: APPLICABLE (See Schedule A attached
hereto)
Fixed Amounts:
Fixed Rate Payer: Party B
Fixed Rate Payer Payment Dates: The last Business Day of each
Month, commencing 31JUL03 and
ending 30JUN08, subject to
adjustment in accordance with the
Modified Following Business Day
Convention.
Fixed Rate: 5.38500%
Fixed Rate Day Count Fraction: Actual/360
Floating Amounts:
Floating Rate Payer: Party A
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Floating Rate Payer Payment Dates: The last Business Day of each
Month, commencing 31JUL03 and
ending 30JUN08, subject to
adjustment in accordance with the
Modified Following Business Day
Convention.
Floating Rate for Initial
Calculation Period: TO BE SET
Floating Rate Option: USD-LIBOR-BBA
Averaging Inapplicable
Designated Maturity: 1 Month
Spread: None
Floating Rate Day Count Fraction: Actual/360
Reset Dates: The first day of each Calculation
Period
Compounding: Inapplicable
Business Days: New York
Calculation Agent: Party A
3. 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.
4. Account Details:
Account for payments to Party A:
USD
NAME: BANK OF AMERICA NA
CITY: NEW YORK
ABA #: 026009593
ATTN: BOFAUS3N
NAME: BANK OF AMERICA NA
CITY: CHARLOTTE
ACCT: 6550219386
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ATTN: RATE DERIVATIVE SETTLEMENTS
ATTN: BOFAUS6SGDS
Account for payments to Party B:
USD
5. Offices:
The Office of Party A for this
Transaction is: Charlotte, NC
Please send reset notices to fax no. (312-234-3603)
The Office of Party B for this
Transaction is: Kentucky, USA
Governing Law: The Laws of the State of New York
(without reference to the conflict of
laws provisions thereof)
Credit Support Document: As per Agreement (and Credit Support
Annex if applicable).
Credit Support Document:
With respect to Party B, the Guaranty by each Guarantor in favor of secured
parties including Party A pursuant to Section 9 of the Credit Agreement, the
Pledge by each Pledgor pursuant to Section 10 of the Credit Agreement, the Cash
Collateral by each of the Credit Parties pursuant to Section 11 of the Credit
Agreement, the Mortgage and Assignment of Leases and Rents (each as defined in
the Credit Agreement). "Credit Agreement" means the Amended and Restated Credit,
Security, Guaranty and Pledge Agreement, dated as of April 29, 1998, as amended
and restated as of January 31, 2000, among Ventas Realty, Limited Partnership,
as Borrower, and the Guarantors referred to therein, and the Lenders referred to
therein, and Bank of America, N.A. (formerly known as NationsBank, N.A.), as
Issuing Bank, and Bank of America, N.A., as Administrative Agent, and Morgan
Guaranty Trust Company of New York, as Documentation Agent (as amended,
restated, extended, supplemented or otherwise modified in writing from time to
time); provided, however, that in the event Party B enters into any new credit
facility in replacement or refinancing of the Credit Facility (a "New Credit
Facility") the obligations of Party B to Party A hereunder shall be pari passu
with Party B's obligations to the creditors under the New Credit Facility and
Party B's obligations hereunder shall be considered "bank obligations" under the
documents evidencing the New Credit Facility and all security and collateral
securing the New Credit Facility shall serve as security and collateral
hereunder until the date on which all of Party B's obligations under this
Transaction are fully performed, and this Transaction is terminated.
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Additional Termination Event:
It shall be an Additional Termination Event hereunder, with respect to which
Party B shall be the Affected Party, if Party B fails to execute and deliver to
Party A an ISDA Master Agreement in form and substance satisfactory to Party A
on or before November 28, 2001.
Transfers:
Party A or Party B can assign its position (in whole or in part) to any third
party with the consent of the other party, such consent shall not be
unreasonably withheld.
Please confirm that the foregoing correctly sets forth the terms and
conditions of our agreement by responding within three (3) Business Days by
returning via telecopier an executed copy of this Confirmation to the attention
of Global Derivative Operations at (fax no. (312) 234-3603).
Failure to respond within such period shall not affect the validity or
enforceability of this Transaction, and shall be deemed to be an affirmation of
the terms and conditions contained herein, absent manifest error.
Yours Sincerely,
Bank of America, N.A.
/s/ Dave Walker
- -------------------------------------
Dave Walker
Senior Vice President
Authorized Signatory
Accepted and confirmed as of the date first written:
Ventas Realty, L.P.
By Ventas, Inc., General Partner
By: /s/ T. Richard Riney
--------------------------------
Name: T. Richard Riney
------------------------------
Title: Executive Vice President
------------------------
and General Counsel
-------------------
Our Reference
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SCHEDULE A TO CONFIRMATION
AMORTIZATION SCHEDULE
CALCULATION PERIOD NOTIONAL AMOUNT
30JUN03 31JUL03 450,000,000.00
31JUL03 29AUG03 450,000,000.00
29AUG03 30SEP03 450,000,000.00
30SEP03 31OCT03 450,000,000.00
31OCT03 28NOV03 450,000,000.00
28NOV03 31DEC03 450,000,000.00
31DEC03 30JAN04 450,000,000.00
30JAN04 27FEB04 450,000,000.00
27FEB04 31MAR04 450,000,000.00
31MAR04 30APR04 450,000,000.00
30APR04 28MAY04 450,000,000.00
28MAY04 30JUN04 450,000,000.00
30JUN04 30JUL04 450,000,000.00
30JUL04 31AUG04 450,000,000.00
31AUG04 30SEP04 450,000,000.00
30SEP04 29OCT04 450,000,000.00
29OCT04 30NOV04 450,000,000.00
30NOV04 31DEC04 450,000,000.00
31DEC04 31JAN05 450,000,000.00
31JAN05 28FEB05 450,000,000.00
28FEB05 31MAR05 450,000,000.00
31MAR05 29APR05 450,000,000.00
29APR05 31MAY05 450,000,000.00
31MAY05 30JUN05 450,000,000.00
30JUN05 29JUL05 450,000,000.00
29JUL05 31AUG05 450,000,000.00
31AUG05 30SEP05 450,000,000.00
30SEP05 31OCT05 450,000,000.00
31OCT05 30NOV05 450,000,000.00
30NOV05 30DEC05 450,000,000.00
30DEC05 31JAN06 450,000,000.00
31JAN06 28FEB06 450,000,000.00
28FEB06 31MAR06 450,000,000.00
31MAR06 28APR06 450,000,000.00
28APR06 31MAY06 450,000,000.00
31MAY06 30JUN06 450,000,000.00
30JUN06 31JUL06 300,000,000.00
31JUL06 31AUG06 300,000,000.00
31AUG06 29SEP06 300,000,000.00
29SEP06 31OCT06 300,000,000.00
31OCT06 30NOV06 300,000,000.00
30NOV06 29DEC06 300,000,000.00
29DEC06 31JAN07 300,000,000.00
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31JAN07 28FEB07 300,000,000.00
28FEB07 30MAR07 300,000,000.00
30MAR07 30APR07 300,000,000.00
30APR07 31MAY07 300,000,000.00
31MAY07 29JUN07 300,000,000.00
29JUN07 31JUL07 150,000,000.00
31JUL07 31AUG07 150,000,000.00
31AUG07 28SEP07 150,000,000.00
28SEP07 31OCT07 150,000,000.00
31OCT07 30NOV07 150,000,000.00
30NOV07 31DEC07 150,000,000.00
31DEC07 31JAN08 150,000,000.00
31JAN08 29FEB08 150,000,000.00
29FEB08 31MAR08 150,000,000.00
31MAR08 30APR08 150,000,000.00
30APR08 30MAY08 150,000,000.00
30MAY08 30JUN08 150,000,000.00
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