EXHIBIT 10.1
SWAP TRANSACTION
Date: 10 July 1996
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
JDN REALTY CORPORATION
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 ISDA Definitions (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.
▇▇▇▇▇▇ Guaranty Trust Company of New York is, together with other Untied 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. This Confirmation supplements, forms part of, and is subject to, the ISDA
Master Agreement currently under negotiations, as amended and supplemented from
time to time (the "Agreement"), between ▇▇▇▇▇▇ Guaranty Trust Company of New
York ("▇▇▇▇▇▇") and JDN REALTY CORPORATION (the "Counterparty") All provisions
contained in the Agreement govern this Confirmation except as expressly modified
below.
2. The terms of the particular Swap Transaction to which this Confirmation
relates are as follows:
▇▇▇▇▇▇ Deal Number: 161215
Trade Date: 8 July 1996
Effective Date: 3 September 1996
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Termination Date: 2 January 1998
FIXED AMOUNTS:
Fixed Rate Payer: Counterparty
Notional Amount: SEE OUTSTANDING PRINCIPAL BALANCE SCHEDULE
Fixed Rate Payer Payment Dates: Monthly on day 1 starting with 1 October
1996 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 .
Fixed Rate: 6.44000 percent
Fixed Rate Day Count Fraction: Actual/360
INITIAL STUB PERIOD:
From: 3 September 1996 To: 1 October 1996 (subject to adjustment in
accordance with the Modified Following
Business Day Convention)
Counterparty Fixed Rate: 6.44000 percent
FINAL STUB PAYMENT:
From: 1 December 1997 To: 2 January 1998
Counterparty Fixed Rate: 6.44000 percent
FLOATING AMOUNTS:
Floating Rate Payer: ▇▇▇▇▇▇
Notional Amount: SEE OUTSTANDING PRINCIPAL BALANCE SCHEDULE
Floating Rate Payer Payment Dates: Monthly on day 1 starting with 1 October
1996 up to, and I 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.
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Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: 1 Month
Floating Rate Day Count Fraction: Actual/360
Reset Dates: The first day of each Calculation Period.
Compounding: Inapplicable
INITIAL STUB PERIOD:
From: 3 September 1996 To: 1 October 1996 (subject to adjustment in
accordance with the Modified Following
Business Day Convention)
▇▇▇▇▇▇ Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: 1 Month
FINAL STUB PAYMENT:
From: 1 December 1997 To: 2 January 1998
▇▇▇▇▇▇ Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: 1 Month
Business Day Locations for
Counterparty: London, New York
Business Day Locations for ▇▇▇▇▇▇: London, New York
Payments will be: Net
OUTSTANDING PRINCIPAL BALANCE SCHEDULE:
Accrual Start Date: ▇▇▇▇▇▇ PAYS ON COUNTERPARTY PAYS ON
OUTSTANDING NOTIONAL: OUTSTANDING NOTIONAL:
03-SEP-1996 50,000,000.00 USD 50,000,000.00 USD
01-OCT-1996 70,000,000.00 USD 70,000,000.00 USD
01-JAN-1997 80,000,000.00 USD 80,000,000.00 USD
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3. Account Details
PAYMENTS TO ▇▇▇▇▇▇:
Account for payments in USD: ▇▇▇▇▇▇ Guaranty Trust Co. of New York
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇
Favour: ▇▇▇▇▇▇ Guaranty Trust Co. of New York -
London Office
ABA/Bank No.: 021000238
Account No.: 670 07 054
Reference: Further Credit to Swaps Group Account:
10005035
Please send MT100 cover cable to MGT
London
PAYMENTS TO COUNTERPARTY:
Account for payments in USD:
Favour: JDN REALTY CORPORATION
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 ATLANTA.
ALL ENQUIRIES REGARDING PAYMENTS AND/OR RATE RESETTINGS ONLY SHOULD BE SENT TO:
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK
60 VICTORIA ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇
ATTENTION: ▇▇▇▇▇▇ CASE
TELEPHONE: ▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇
FACSIMILE: 44 1 71 325 3862/3863
TELEX: 896631 MGT G
CABLE: MORGANBANK
PLEASE QUOTE THE ▇▇▇▇▇▇ DEAL NUMBER INDICATED ABOVE.
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ALL ENQUIRIES REGARDING CONFIRMATIONS SHOULD BE SENT TO:
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
ATTENTION: ▇▇▇▇▇ ▇▇▇▇▇
DOCUMENTATION CONTROL GROUP
TELEPHONE: ▇-▇▇▇-▇▇▇-▇▇▇▇
FACSIMILE: ▇-▇▇▇-▇▇▇-▇▇▇▇
PLEASE QUOTE THE ▇▇▇▇▇▇ DEAL NUMBER INDICATED ABOVE.
▇ ▇ ▇▇▇▇▇▇ SECURITIES INCORPORATED is acting solely as agent for ▇▇▇▇▇▇ and will
have no obligations under Swap Transaction.
Each party represents that (i) it is entering into the transaction evidenced
hereby a principal (and not as agent or 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: ▇▇▇▇▇▇ Deal
Number 161215.
Yours sincerely,
▇▇ ▇▇▇▇▇▇ SECURITIES INCORPORATED,
as Agent for and signing on behalf of:
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF
NEW YORK
By:
___________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇
Title: VP
Confirmed as of the
date first above written:
JDN REALTY CORPORATION
By:____________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Financial Officer
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