Notional Amount: Amortization Schedule: Trade Date: Effective Date: USD 22,000,000.00 Not Applicable December 20, 2007 December 24, 2007
VIA FAX
December 20, 2007
Stefan Oh
Vice President, Health Care Properties
G & E Healthcare REIT Chesterfield Rehab Hospital, LLC Triple Net Properties, LLC
1551 N. Tustin Ave., Suite 200
Santa Ana, CA 92705
PHONE: 714 ###-###-####
FAX: 714 ###-###-####
Re: USD 22,000,000.00 Interest Rate Swap#12971
Dear Mr. Oh,
The purpose of this letter is to confirm the terms and conditions of the Swap Transaction entered into between National City Bank and G & E Healthcare REIT Chesterfield Rehab Hospital, LLC 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 1991 ISDA Definitions, the 1998 Supplement thereto (the Definitions) and the 1992 ISDA Master Agreement (as published by the International Swaps and Derivatives Association, Inc.) (the Master Agreement) are incorporated into this Confirmation. In the event of any inconsistency between this Confirmation and the Definitions or the Master Agreement, this Confirmation will govern.
1. | If you and we are parties to a Master Agreement and Schedule to the Master Agreement that set forth the general terms and conditions applicable to Swap Transactions between us (an ISDA Master Agreement), this Confirmation supplements, forms a part of and is subject to, such ISDA Master Agreement. |
2. | If you and we are not yet parties to an ISDA Master Agreement, this Confirmation evidences a complete and binding agreement between you and us as to the terms of the Swap Transaction to which this Confirmation relates. In addition, you and we agree to use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the form of the ISDA Master Agreement (the ISDA Form), with such modifications as you and we will in good faith agree. Upon the execution by you and us of such an ISDA Master Agreement, this Confirmation will supplement, form a part of and be subject to that ISDA Master Agreement. All provisions contained in or incorporated by reference in the ISDA Master Agreement upon its execution will govern this Confirmation except as expressly modified below. |
Until we execute and deliver that agreement, this Confirmation, together with all other documents referring to the ISDA Form (each a Confirmation) confirming Swap Transactions entered into between us (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 we had executed an agreement in
such form (but without any Schedule except for (i) the election of the laws of the State of New York as the governing law and (ii) your obligations arising under the Swap Transactions be treated pari passu with all other senior indebtedness, liabilities and obligations) on the Trade Date of the first such Swap Transaction between us. In the event of any inconsistency between the provisions of that agreement and this Confirmation, this Confirmation will prevail for purposes of this Swap Transaction.
This Confirmation will be governed by and construed in accordance with the laws of the State of New York, without reference to choice of law doctrine, provided that this provision will be superseded by any choice of law provision in the ISDA Master Agreement.
3. | This Confirmation constitutes a Swap Transaction under the ISDA Master Agreement and the terms of the Swap Transaction to which this Confirmation relates are as follows: |
Notional Amount: Amortization Schedule: Trade Date: Effective Date: | USD 22,000,000.00 Not Applicable December 20, 2007 December 24, 2007 |
Termination Date: December 30, 2010. Date subject to adjustment in accordance with the Modified Following Business Day Convention. |
Fixed Amounts:
Fixed Rate Payer: G & E Healthcare REIT Chesterfield Rehab Hospital, LLC |
Fixed Rate: | 3.940 | % | ||
Fixed Rate Day Count Fraction: | Actual/360 | |||
Fixed Rate Payer Payment Dates: | Monthly, on the 15 day of each month, | |||
commencing on January 15, 2008, through and | ||||
including Termination Date. Dates subject to | ||||
adjustment in accordance with the Modified | ||||
Following Business Day Convention. | ||||
Floating Amounts: | ||||
Floating Rate Payer: | National City Bank | |||
Floating Rate Option: | USD-LIBOR-BBA which means LIBOR, as determined | |||
two (2) London Banking Days preceding the Reset Dates, | ||||
as published on page 3750 on TELERATE, as of 11:00 | ||||
a.m., London time. | ||||
Designated Maturity: | 1 Month | |||
Floating Rate Day Count Fraction: | Actual/360 | |||
Floating Rate for Initial Calculation Period: | To be determined | |||
Averaging: | Daily Back Weighted |
Floating Rate Option Reset Dates: Each day of the Calculation Period starting on December |
24, 2007. Dates subject to adjustment in accordance with
the Modified Following Business Day Convention.
Floating Rate Payer Payment Dates: | Monthly, on the 15 day of each month, commencing on |
January 15, 2008, through and including Termination Date.
Dates subject to adjustment in accordance with the
Modified Following Business Day Convention.
Reset Cutoff: One New York City Business Day prior to each Payment |
Compounding: Calculation Agent: Business Days: | Date. Not applicable National City Bank New York City, London |
Payment Instructions: National City Bank will make/receive payments to/from |
G & E Healthcare REIT Chesterfield Rehab Hospital,
LLC by credit/debit to the account of G & E Healthcare
REIT Chesterfield Rehab Hospital, LLC at
Bank To Be Provided by Counterparty B
ABA# To Be Provided by Counterparty B
DDA# To Be Provided by Counterparty B
If Payment Instructions are not available as of the Date of this Confirmation, such Payment Instructions must be provided to National City Bank as soon as practicable, and at the latest, 5 business days prior to the first payment date of the transaction to which this Confirmation pertains. Payment Instructions must be communicated on the Derivative Product Transaction Automatic Funds Transfer Authorization form and delivered to National City Bank by:
Email to: ***@***
or
US mail on Company letterhead to:
National City Bank
Attn: Derivatives Operations, Loc 01-2217
1900 East Ninth Street
Cleveland, Ohio 44114
or
FAX on company letterhead to:
216 ###-###-####
Attn: Derivatives Operations
4. | For purposes of this Confirmation, any execution counterparts delivered by facsimile transmission shall be effective as delivery of an original counterpart thereto and shall be deemed an original signature thereto. |
Please confirm your acceptance of the above terms by executing this letter agreement. | ||||||
FOR: NATIONAL CITY BANK | FOR: G & E HEALTHCARE REIT CHESTERFIELD REHAB | |||||
BY: | /s/ David G. Paulson | HOSPITAL, LLC BY: | /s/ Shannon K S Johnson |
David G. Paulson Shannon K S Johnson Senior Vice President |
If you have any questions pertaining to the confirmation, please phone Pat Zann at ###-###-####.