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Exhibit 10.15
SWAP TRANSACTION
Date: 15 September 1999
The purpose of this letter agreement is to confirm the terms and
conditions of the Swap Transaction entered into between:
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK
and
SUMMIT PROPERTIES PARTNERSHIP LP
On the Trade Date and identified by the ▇▇▇▇▇▇ 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 ▇▇▇ Definitions as
supplemented by the 1998 ▇▇▇ Supplement (as published by the International Swaps
and Derivates 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.
This Confirmation represents an amendment and restatement of any prior
documents or other confirming communications between the parties with respect to
the Swap Transaction.
▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK ("▇▇▇▇▇▇") and SUMMIT PROPERTIES
PARTNERSHIP LP (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, this Confirmation supplements, forms a part of, and is
subject to the Swap Agreement most recently executed between the parties.
If ▇▇▇▇▇▇ and the Counterpart 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,
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this Confirmation shall supplement, form a part of, and be subject to the
printed form of Master Agreement published by ▇▇▇, as if the parties had
executed that agreement (but without any Schedule thereto) on the Trade Date of
this Transaction.
The parties hereby agree that if they have not executed a Master Agreement,
together with a Credit Support Annex, within 60 Calendar days from the Trade
Date, ▇▇▇▇▇▇ shall have the right (in its sole discretion) to terminate this
transaction on any Business Day (such day being referred to herein as an
"Elective Termination Date"). Any such termination shall be referred to as an
"Effective termination" and the Counterpart will be deemed the Affected Party.
2. The terms of the particular Swap Transaction to which this Confirmation
relates are as follows:
▇▇▇▇▇▇ Deal Number 406306
Trade Date: 14 September 1999
Effective Date: 16 September 1999, subject to adjustment in
accordance with the Modified Following
Business Day convention
Termination Date: 15 December 2003, subject to adjustment in
accordance with the Modified Following
Business Day Convention
FIXED AMOUNTS:
Fixed Rate Payer: ▇▇▇▇▇▇
Notional Amount: 30,000,000.00 USD
Fixed Rate Payer Payment Dates: Each 15 December, 15 June starting with 15
December 1999 up to, and including, the
Termination Date, subject to adjustment in
accordance with the Following Business Day
Convention and there will be no adjustment
to the Calculation Period.
Fixed Rate: 6.625000 percent
Fixed Rate Day Count Fraction: 30/360
Initial Calculation Period: From 16 September 1999 to 15 December 1999,
subject to adjustment in accordance with the
Following Business Day Convention.
FLOATING AMOUNT:
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Floating Rate Payer: Counterparty
Notional Amount: 30,000,000.00 USD
Floating Rate Payer Payment Dates: Each 15 December, 15 March, 15 June, 15
September starting with 15 December 1999 up
to, and including, the Termination Date,
subject to adjustment in accordance with the
Modified Following Business Day Convention
and there will be an adjustment to the
Calculation Period.
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: 3 Month
Spread: Plus 0.110000 percent
Floating Rate Day Count Fraction: Actual/360
Reset Dates: The first day of each Calculation Period.
Compounding: Inapplicable
Initial Calculation Period: From 16 September 1999 to 15 December 1999,
subject to adjustment in accordance with the
Modified Following Business Day Convention.
Floating Rate for Initial
calculation Period: 5.510000 percent (Excluding Spread where
applicable)
Payment Business Day Locations for
Counterpart: London, New York
Payment Business Day Locations
for ▇▇▇▇▇▇: London, New York
Payments will be: Net
ADDITIONAL COMMENTS:
CREDIT ENHANCEMENT. This Confirmation is supplemented by the standard
form of ▇▇▇ Credit Support Annex which is hereby incorporated by reference
together with the following additional provisions pursuant to which the
Counterpart is required to deliver Eligible Collateral to ▇▇▇▇▇▇. This Section
will be superceded by any Credit Support Annex executed between ▇▇▇▇▇▇ and the
counterparty after the Trade Date hereof. The provisions contained in this
Section of this Confirmation are deemed to be Paragraph 13 - "Elections and
Variables" for the
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purposes of the Credit Support Annex and together with the Credit Support Annex
shall constitute a Credit Support Document with respect to the counterparty.
Capitalized terms used herein and not otherwise defined shall have the meanings
given terms in the Credit Support Annex.
Eligible Collateral: Cash, Treasury Bills, Treasury Notes,
Treasury Bonds and Agency Securities (as
defined below) in accordance with the
valuation percentages set forth in Exhibit
A.
Custodian: Any mutually agreed upon Bank (as defined in
the Federal Deposit Insurance Act) having a
Long-Term Debt Rating of BBB+/Baa1 or
higher.
"Long Term Debt Rating" means, with respect
to a party, the rating assigned by either
S&P or Moody's to the long term, unsecured
and unsubordinated indebtedness of such
party. "Moody's" means ▇▇▇▇▇'▇ Investors
Service, Inc. "S&P" means Standard & Poor's
Ratings Group.
Use of Posted Collateral: The provisions of Paragraph 6(c) shall
apply.
Substitution of Collateral: Consent required.
Valuation Date: Any Local Business Day.
Minimum Transfer Amount: $100,000, provided, however, that if any
Event of Default has occurred and is
containing with respect to the Counterpart,
the Minimum Transfer Amount shall be $0.
Delivery Amount: Shall have the meaning specified in
Paragraph 3(a).
Return Amount: Shall have meaning specified in Paragraph
3(b).
Credit Support Amount: Shall have the meaning specified in
Paragraph 3(c).
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Rounding: Delivery and Return Amounts will be rounded
to the nearest $10,000.
"THRESHOLD" means, with respect to the Counterpart the amounts
determined on the basis of the lower of the Long Term Debt Ratings by Moody's or
S&P as set forth in the following table, provided, however, that if (i) the
Counterpart has not Long Term Debt Rating, or (ii) an Event of Default has
occurred and is continuing with respect to the Counterparty, the Threshold shall
be U.S. $0:
LONG TERM DEBT RATING THRESHOLD
(S&P/MOODY'S) COUNTERPARTY
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AAA/Aaa $25
AA+/Aa1 $25
AA/Aa2 $25
AA-/Aa3 $25
A+/A1 $25
A/A2 $25
A-/A3 $25
BBB+/Baa1 $10
BBB/Baa2 $7
BBB/Baa3 $5
Below BB-/Baa3 $0
i. The cross default provision of section 5(a)(vi) of
the Agreement shall apply to both parties with
regarding 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
▇▇▇▇▇▇ shall be 3 percent of the total stockholders
equity of ▇▇▇▇▇▇ and which for the counterparty shall
be an amount reflective of its credit as agreed to by
the parties.
ii. The credit event upon a merger provisions of section
5(b)(iv) of the Agreement shall not apply to ▇▇▇▇▇▇.
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3. Account Details
PAYMENTS TO ▇▇▇▇▇▇:
Account for payments in USD ▇▇▇▇▇▇ Guaranty Trust Co. of New York
ABA 021 000 238
Favour: ▇▇▇▇▇▇ Guaranty Trust Co. of New York
London Branch
Account No.: 670 07 054
Reference: Swaps Group
PAYMENTS TO COUNTERPARTY:
Account for payments in USD:
Favour: SUMMIT PROPERTIES PARTNERSHIP LP
ABA/Bank No.:
Account No.:
Reference:
4. Offices
(a) The Office of ▇▇▇▇▇▇ for the Swap transaction is LONDON: and
(b) The Office of the Counterparty for the Swap Transaction is
CHARLOTTE
All enquiries regarding payments and/or rate resettings only should be
sent to:
▇▇▇▇▇▇ Guaranty Trust Company of New York
60 Victoria Embankment
▇▇▇▇▇▇, ▇▇▇▇ OJP
Attention: Derivatives Processing Center
Telephone: ▇▇▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
Facsimile: 011 44 171 325 7400
Telex : 896631 MGT G
Cable: ▇▇▇▇▇▇ Bank
Please quote the ▇▇▇▇▇▇ Deal Number indicated above.
All enquiries regarding confirmations should be sent to:
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▇▇▇▇▇▇ Guaranty Trust Company of New York
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇
Telephone: ▇-▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇-▇▇▇-▇▇▇-▇▇▇▇
Please quote the ▇▇▇▇▇▇ Deal Number indicated above.
▇▇ ▇▇▇▇▇▇ SECURITIES INCORPORATED is acting solely as agent for ▇▇▇▇▇▇
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 hose expressly set forth in the Agreement or t
his confirmation; (iv) it has consulted with its own legal, regulatory, tax,
business, investment, financial, and accounting advisors to the extent is 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: ▇▇▇▇▇▇ Deal Number:
406306.
Yours sincerely,
▇▇ ▇▇▇▇▇▇ SECURITIES
INCORPORATED, as Agent for and
signing on behalf of:
▇▇▇▇▇▇ GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
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Confirmed as of the
date first above written:
SUMMIT PROPERTIES PARTNERSHIP LP
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President - Finance
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EXHIBIT A
COLLATERAL VALUATION PERCENTAGES
"VALUATION
PERCENTAGE"
(A) Cash 100%
(B) negotiable debt obligations issued by the U.S. Treasury 98%
Department having an original maturity at issuance of not more
than one year ("Treasury Bills")
(C) negotiable debt obligations issued by the U.S. Treasury 95%
Department having an original maturity at issuance of more
than one year but not more than ten years ("Treasury Notes")
(D) negotiable debt obligations issued by the U.S. Treasury 95%
Department having an original maturity at issuance of more
than ten years ("Treasury Bonds")
(E) Other: Agency Securities 95%
As used herein, "Agency Securities" means negotiable debt obligations
which are fully guaranteed as to both principal and interest by the Federal
National Mortgage Association, the Government National Mortgage Corporation or
the Federal Home Loan Mortgage Corporation, but excluding (i) interest only and
principal only securities and (ii) Collateralized Mortgage Obligations, Real
Estate Mortgage Investment Conduits and similar derivative securities.
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