Swap Transaction
Date: 28 September 1998
The purpose of this agreement is to confirm the terms and conditions of the Swap
Transaction entered into between:
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
and
GABLES REALTY LIMITED PARTNERSHIP
on the Trade Date and identified by the Morgan Deal Number specified below (the
'Swap Transaction'). This letter agreement constitutes a 'Confirmation' as
referred to in the agreement specified below.
The definitions and provisions contained in the 1991 ISDA Definitions subject to
the 1998 ISDA Supplement (as published by the International Swap Dealers
Association, Inc.) are incorporated into this Confirmation. In the event of any
inconsistency between those definitions and provisions and this Confirmation,
this Confirmation will govern.
Morgan Guaranty Trust Company of New York is, together with other United Kingdom
listed institutions, subject to the Bank of England's Code of Conduct. In
connection therewith, this and certain future wholesale money market
transactions will be outside the Financial Services Act, but you will have the
benefit of the Code of Conduct.
1. If MORGAN GUARANTY TRUST COMPANY OF NEW YORK ('Morgan') and GABLES REALTY
LIMITED PARTNERSHIP (the 'Counterparty') are parties to a Master Agreement,
Interest Rate and Currency Exchange Agreement or other similar Agreement (a
'Swap Agreement'), this Confirmation supplements, forms a part of, and is
subject to such Swap Agreement. In the event that Morgan and the Counterparty
are parties to more than one Swap Agreement, this Confirmation supplements,
forms a part of, and is subject to the Swap Agreement most recently executed
between the parties.
If Morgan and the Counterparty are not yet parties to a Swap Agreement, the
parties agree that this Transaction will be documented under a master agreement
to be entered into on the basis of the printed form of Master Agreement
(Multicurrency-Cross Border) published by the International Swaps and
Derivatives Association, Inc., together with such changes as shall be agreed
between the parties (the 'Master Agreement'). Upon execution and delivery by the
parties of the Master Agreement, this Confirmation shall supplement, form a part
of, and be subject to such Master Agreement. Until the parties execute and
deliver the Master Agreement, this Confirmation shall supplement, form a part
of, and be subject to the printed form of Master Agreement published by ISDA, as
if the parties had executed that agreement (but without any Schedule thereto) on
the Trade Date of this Transaction.
2. The terms of the particular Swap Transaction to which this Confirmation
relates are as follows:
Morgan Deal Number: 252704
Trade Date: 25 September 1998
Effective Date: 30 November 1998
Termination Date: 29 September 2000, subject to adjustments
in accordance with the Modified Following
Business Day Convention
Fixed Amounts:
Fixed Rate Payer: Counterparty
Notional Amount: 40,000,000.00 USD
Fixed Rate Payer Payment Dates: Monthly on day 30 starting with 30
December 1998 up to, and including
30 August 2000, subject to adjustment
in accordance with the Modified Following
Business Day Convention and there will be
an adjustment to the Calculation Period.
Fixed Rate: 4.785000 percent
Fixed Rate Day Count Fraction: Actual/360
Final Calculation Period: From 30 August 2000 to 29 September
2000, subject to adjustments in accordance
with the Modified Following Business Day
Convention.
Fixed Rate: 4.785000 percent
Floating Amounts:
Floating Rate Payer: Morgan
Notional Amount: 40,000,000.00 USD
Floating Rate Payer Payment Dates: Monthly on day 30 starting with 30
December 1998 up to, and including,
30 August 2000, subject to adjustment
in accordance with the Modified Following
Business Day Convention and there will be
and adjustment to the Calculation Period.
Floating Rate Option: USD - LIBOR - BBA
Designated Maturity: 1 Month
Spread: None
Floating Rate Day Count Fraction: Actual/360
Reset Dates: The first day of each Calculation Period.
Compounding: Inapplicable
Final Calculation Period: From 30 August 2000 to 29 September
2000, subject to adjustment in accordance
with the Modified Following Business Day
Convention.
Designated Maturity: 1 Month
Floating Rate Option: USD - LIBOR - BBA
Spread: None
Payment Business Day Locations for
Counterparty: London, New York
Payment Business Day Locations for
Morgan: London, New York
Payments will be: Net
i. The cross default provision of section 5 (a)(vi) of the Agreement shall
apply to both parties with regard to any obligation in respect of borrowed
money and commitments to lend in an aggregate amount of not less than the
threshold amount which for Morgan shall be 3 percent of the total
stockholders equity of Morgan and which for the counterparty shall be an
amount reflective of its credit as agreed to by the parties.
ii. The credit event upon merger provisions of section 5 (b)(iv) of the
Agreement shall not apply to Morgan.
3. Account Details
Payment to Morgan:
Account for payments in USD: Morgan Guaranty Trust Co. of New York
23 Wall Street
New York
Favour: Morgan Guaranty Trust Co. of New York-
London Office
ABA/Bank No.:
Account No.: 670 07 054
Reference: Further Credit to Swaps Group Account:
10005035
Please send MT 100 cover cable to MGT
London
Payments to Counterparty:
Accounts for payments in USD:
Favour: GABLES REALTY LIMITED PARTNERSHIP
ABA/Bank No.: 061000010
Account No.: 12-653-546
Reference:
4. Offices:
(a) The Office of Morgan for the Swap Transaction is LONDON; and
(b) The Office of the Counterparty for the Swap Transaction is ATLANTA.
All inquiries regarding payments and/or rate resettings only should be sent to:
Morgan Guaranty Trust Company of New York
60 Victoria Embankment
London, EC4Y 0JP
Attention: Derivatives Processing Center
Telephone: 011 44 171 325 3783
Facsimile: 011 44 171 325 7400
Telex: 896631 MGT G
Cable: Morganbank
Please quote the Morgan Deal Number indicated above.
All inquiries regarding confirmations should be sent to:
Morgan Guaranty Trust Company of New York
60 Wall Street
New York, New York 10260
Attention: Amy Harris
Telephone: 1-212-648-8882
Facsimile: 1-212-648-5117
Please quote the Morgan Deal Number indicated above.
JP MORGAN SECURITIES INCORPORATED is acting solely as agent for Morgan and will
have no obligations under this Swap 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 a fiduciary for it; (iii) it is not relying upon any
representations except those expressly set forth in the Agreement 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 advice 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.
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing a copy of this Confirmation and returning it to us or by
sending to us a letter, telex or facsimile substantially similar to this letter,
which letter, telex or facsimile sets forth the material terms of the Swap
Transaction to which this Confirmation relates and indicates agreement to those
terms. When referring to this Confirmation, please indicate: Morgan Deal Number:
252704.
Your sincerely,
JP MORGAN SECURITIES INCORPORATED,
as Agent for and signing on behalf of:
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ Jason P. Manske
----------------------------
Name: Jason P. Manske
Title: Vice President
Confirmed as of the date first above written:
GABLES REALTY LIMITED PARTNERSHIP
By: /s/ Marvin R. Banks, Jr.
-----------------------------
Name: Marvin R. Banks, Jr.
Title: Senior Vice President