SWAP AGREEMENT - GOLDMAN SACHS
Published on February 14, 1997
EXHIBIT 10.24
REVISED CONFIRMATION
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DATE: February 11, 1997
TO: LTC Properties, Inc.
Telephone No. : 805 981 8639
Facsimile No. : 805 981 8663
Attention : Chris Ishikawa
FROM: Goldman Sachs Capital Markets, L.P.
CC: Goldman Sachs Capital Markets, L.P.
Swap Administration
SUBJECT: Swap Transaction
REF NO: NUUS509080 (O10000000)
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Ladies and Gentlemen:
The purpose of this revised communication is to set forth the terms and
conditions of the above referenced transaction entered into on the Trade Date
specified below (the "Transaction") between Goldman Sachs Capital Markets, L.P.
("GSCM"), guaranteed by The Goldman Sachs Group, L.P. ("Goldman Group"), and LTC
Properties Inc. ("Counterparty"). THIS COMMUNICATION SUPERSEDES AND REPLACES
ALL PRIOR COMMUNICATIONS BETWEEN THE PARTIES HERETO WITH RESPECT TO THE
TRANSACTION DESCRIBED BELOW. This communication constitutes a "Confirmation" as
referred to in the Swap Agreement specified below.
1. This Confirmation is subject to, and incorporates, the 1991 ISDA Definitions
(the "1991 Definitions"), published by the International Swaps and Derivatives
Association, Inc. ("ISDA"), except that, for purposes of this Confirmation, all
references to "Swap Transactions" in the 1991 Definitions will be deemed to be
references to "Transactions". This Confirmation supplements, forms a part of,
and is subject to the ISDA Master Agreement dated as of May 23, 1995 (the "Swap
Agreement") between GSCM and Counterparty. All provisions contained in, or
incorporated by reference to, the Swap Agreement shall govern this Confirmation
except as expressly modified below. In the event of any inconsistency between
this Confirmation, the 1991 Definitions, or the Swap Agreement, as the case may
be, this Confirmation will control for purposes of the Transaction to which this
Confirmation relates.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
Mandatory Termination in Whole with Cash Settlement:
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This Transaction shall early terminate, cancel and Cash Settle, in whole
but not in part, effective on the November 17, 1997 (the "Effective Date of
Cancellation"). Following any such early termination and cancellation and
payment of the Cash Settlement Amount as calculated below, the parties shall be
relieved of all
further payment obligations hereunder except for payment of all accrued but yet
unpaid amounts calculated to but excluding the Effective Date of Cancellation
(unless otherwise included in the Cash Settlement Amount as calculated below).
Cash Settlement Amount:
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The Calculation Agent will determine a U.S. Dollar value for the terminated
portion of this Transaction (the "Settlement Value") at Counterparty's option in
accordance with either (i) or (ii) below:
(i) Such Settlement Value will be mutually agreed upon by the parties on
the day that is two (2) Business Days prior to the Effective Date of
Cancellation (the "Determination Date").
(ii) Such Settlement Value will be determined based on Market Quotations
obtained from at least five (5) Reference Market-makers selected in good faith
by the Calculation Agent. Such Reference Market-makers will be polled by the
Calculation Agent at approximately 11:00 a.m. (New York time) two (2) Business
Days prior to the Effective Date of Cancellation. The Cash Settlement Amount
will be the arithmetic mean of such quotations, after discarding the highest and
lowest quote; provided, however, that in the event one or more of the highest
or lowest quotations is identical, then only one such highest or lowest quote
will be discarded. If three Market Quotations or fewer are provided, the Cash
Settlement Amount will be the arithmetic mean of the quotations obtained,
without discarding the highest and lowest of quote, or the single Market
Quotation, as the case may be. Such Reference Market-makers will be polled by
the Calculation Agent on the Determination Date. Such Cash Settlement Amount
will be payable on the Effective Date of Cancellation.
Market Quotations shall be based on the U.S. Dollar value of this
Transaction, calculated as if each of the Reference Market-makers were
fulfilling the obligations of the Fixed Rate Payer under this Transaction and
the Settlement Amount shall be payable by the Floating Rate Payer to the Fixed
Rate Payer only if the Market Quotations obtained in the manner described above
result in a positive number. The absolute value of the Settlement Amount shall
be payable by the Fixed Rate Payer to the Floating Rate Payer only if the Market
Quotations obtained in the manner described above result in a negative number.
4. Credit Support Documents:
(a) Standard Guaranty of The Goldman Sachs Group, L.P.
5. Account Details:
Payments to GSCM:
For the Account of: Goldman Sachs Capital Markets, L.P.
Account No. 4067-0834
Name of Bank: Citibank, N.A., N.Y.
Fed. ABA No.: 0210-0008-9
GSCM Inquiries: James T. Gavin, Vice President
Goldman Sachs Capital Markets, L.P.
Telephone No.: 212-902-1000
Facsimile No.: 212-902-0996
Payments to Counterparty: In accordance with Counterparty's written
instructions as set forth below or otherwise
delivered to GSCM. GSCM shall make no payments
without having received (i) such written
instructions and (ii) a fully executed facsimile
copy of this Confirmation or other written
acceptance of the terms hereof.
For the Account of:
Name of Bank:
Account No.:
Attention:
ABA No.:
6. Offices:
(a) The Office of GSCM for this Transaction is 85 Broad Street, New York,
New York 10004.
(b) The Office of the Counterparty for this Transaction is (please
provide):
300 Esplanade Drive, Suite # 1860
Oxnard, CA 93030
7. Counterparty hereby agrees (a) to check this revised Confirmation
(Reference No.: NUUS509080 (010000000)) carefully and immediately upon receipt
so that errors or discrepancies can be promptly identified and rectified and
(b) to confirm that the foregoing correctly sets forth the terms of the
agreement between GSCM and Counterparty with respect to the particular
Transaction to which this Confirmation relates, by manually signing this
Confirmation and providing the other information requested herein and
immediately returning an executed copy to Swap Administration, Goldman Sachs
Capital Markets, L.P., facsimile No. 212-902-5692.
Very truly yours,
GOLDMAN SACHS CAPITAL MARKETS, L.P.
By: Goldman Sachs Capital Markets, Inc.,
General Partner
By: /s/ Marcia J. Riveglia
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Name: Marcia J. Riveglia
Title: Vice President
Agreed and Accepted By:
LTC Properties, Inc.
By: /s/ Christopher T. Ishikawa
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Name: Christopher T. Ishkikawa
Title: Vice President & Treasurer