Swap Transaction Confirmation between LaSalle Bank National Association and Brookdale Living Communities, Inc. (March 2005)
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Summary
This agreement confirms the terms of a swap transaction between LaSalle Bank National Association and Brookdale Living Communities, Inc. Under the agreement, Brookdale pays a fixed interest rate of 4.66% on a notional amount of $85 million, while LaSalle pays a floating rate based on 1-month USD LIBOR. The swap is effective from March 22, 2005, to March 22, 2012. Brookdale must also pay an independent amount of $1.2 million. The agreement is governed by an existing ISDA Master Agreement and includes standard procedures for account verification.
EX-10.85.2 24 y10687a1exv10w85w2.txt EX-10.85.2 Exhibit 10.85.2 LASALLE BANK ABN AMRO LaSalle Bank N.A. 540 West Madison Avenue Suite ###-###-#### Chicago, Illinois 60661-2591 ###-###-#### Fax: 312 ###-###-#### Confirmations Department CONFIRMATION Date: March 18, 2005 To: BROOKDALE LIVING COMMUNITIES, INC 330 N. Wabash Suite 1400 Chicago, IL 60601 Attn: R. Stanley Young Fax: 312 ###-###-#### From: LASALLE BANK NATIONAL ASSOCIATION 540 West Madison, Suite 2132 Chicago, IL 60661 Fax: (312) 992-5847 Re: Swap Transaction [No. INF 23681/33830] Ladies/Gentlemen: The purpose of this letter agreement is to set forth the terms and conditions of the Swap Transaction entered into between us on the Trade Date specified below (the "Swap Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified below. The definitions and provisions contained in the 2000 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc. ("ISDA")), without regard to subsequent amendments or revisions thereto, are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions of this Confirmation, this Confirmation will govern. Each party represents and warrants to the other that (i) it is duly authorized to enter into this Swap Transaction and to perform its obligations hereunder and (ii) the person executing this Confirmation is duly authorized to execute and deliver it. 1 1. This Confirmation supplements, forms a part of, and is subject to the ISDA Master Agreement dated as of July 14, 1998, as amended from time to time (the "Agreement"), between you and us. 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:
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3. Offices: (a) The Office of the Fixed Rate Payer for this Swap Transaction is Chicago, IL. (b) The Office of the Floating Rate Payer for this Swap Transaction is Chicago, IL. 4. Account Details: Payments to LASALLE BANK NATIONAL ASSOCIATION: LaSalle Bank National Association will debit your DDA account #5800941055 Payments to BROOKDALE LIVING COMMUNITIES, INC: LaSalle Bank National Association will credit your DDA account #5800941055 5. INDEPENDENT AMOUNT: With respect to the Independent Amount (as such term is defined in Credit Support Annex dated March 18, 2005), BROOKDALE LIVING COMMUNITIES, INC shall pay to LASALLE BANK NATIONAL ASSOCIATION the sum of US $ 1,200,000 for value March 22, 2005. 6. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each entity or person that opens an account. 3 When you open an account, we will ask for the business' full legal name, street address, and tax identification number and other information that will assist us in identifying the business. We may also ask for other identifying information such as your date of birth and a copy of your driver's license. Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement by responding within ten (10) Business Days by either (i) returning via telecopier an executed copy of this Confirmation to the attention Tina Peters (fax number: (312) 992-5847; telephone number: (312) 992-5842), or sending a telex to Tina Peters (telex no.:62734, answerback: ABNUW) substantially to the following effect: "We acknowledge receipt of your fax dated March 18, 2005 with respect to a Swap Transaction between BROOKDALE LIVING COMMUNITIES, INC and LASALLE BANK NATIONAL ASSOCIATION with an Effective Date of March 22, 2005 and a Termination Date of March 22, 2012 and confirm that such fax correctly sets forth the terms of our agreement relating to the Swap Transaction described therein. Very truly yours, ________________________, by (specify name and title of authorized officer)." Failure to respond within such period shall not affect the validity or enforceability of this Swap Transaction, and shall be deemed to be an affirmation of the terms and conditions contained herein, absent manifest error. Yours sincerely, LASALLE BANK NATIONAL ASSOCIATION By: /s/ Lily Lewis By: /s/ Doleen Nosek --------------------------------- ------------------------------------ Name: Lily Lewis Name: Doleen Nosek Title: AVP Title: AVP Confirmed as of the date first written: BROOKDALE LIVING COMMUNITIES, INC By: /s/ R. Stanley Young --------------------------------- Name: R. Stanley Young Title: EVP & CFO 4
