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Exhibit 10.11.17
The following Form of Amendment was entered into with the following executive
officers in connection with the following Promissory Notes and Security
Agreements ("Agreements"):
Executive Officer Date of Agreement Amount of Loan
----------------- ----------------- --------------
Xxxxxxx X. Xxx April 1, 1998 $ 50,000.00
Xxxxxxx X. Xxx January 4, 1999 50,000.00
Xxxxxx X. XxXxxxx August 5, 1998 960,577.50
Xxxxxx X. XxXxxxx February 2, 1999 1,000,487.05
Xxxxxxx X. Xxxxxxx January 28, 1998 42,258.38
Xxxxxxx X. Xxxxxxx January 30, 1998 361,785.13
Xxxxxxx X. Xxxxxxx July 29, 1998 55,837.50
Xxxxxxx X. Xxxxxxx August 6, 1998 17,425.00
Xxxxxxx X. Xxxxxxx February 2, 1999 450,004.09
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FORM OF
FIRST AMENDMENT TO PROMISSORY NOTE AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO PROMISSORY NOTE AND SECURITY AGREEMENT (this
"Amendment") is made and entered into as of the [____________] by and between
Summit Properties Inc., a Maryland corporation (the "Company"), and
[____________] ("Employee").
STATEMENT OF PURPOSE
The Company has agreed to amend the Promissory Note and Security
Agreement entered into between the Company and Employee as of [____________] and
in original principal amount of [____________] (the "Note") to reduce the number
of shares of Common Stock serving as collateral for Employee's obligations
thereunder in exchange for Employee's agreement to amend the Note to eliminate
the provisions thereof that limit Employee's personal liability thereunder.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Capitalized Terms. All capitalized undefined terms used in this
Amendment shall have the meanings assigned thereto in the Note.
2. Partial Release of Collateral. Pursuant to Section 2 of the Note
[____________] shares of Common Stock (the "Shares") currently constitute
Collateral Stock under the Note, certificate(s) for which are in the possession
of the Company. The Company hereby releases its security interest pursuant to
the Note in [____________] of the Shares (the "Released Shares") so that
hereafter the term "Collateral Stock" shall mean [____________] shares of Common
Stock and any and all distributions and dividends which may from time to time be
paid or payable on such shares. The Company and Employee agree to take any and
all actions necessary (including executing suitable stock powers) to enable the
Company to issue separate stock certificate(s) evidencing the Released Shares
and the Collateral Stock and to enable the Company to perfect and maintain the
validity and priority of the security interest granted to the Company pursuant
to the Note. The Company shall cause the certificate(s) evidencing the Released
Shares to be released to Employee and pursuant to Section 2 of the Note shall
retain the certificate(s) evidencing the Collateral Stock. Except for the
definition of "Collateral Stock" which is being modified hereby, the provisions
of Section 2 of the Note shall remain unaltered and in full force and effect.
3. Deletion of Section 7. Section 7 of the Note is hereby deleted in
its entirety so that Employee's personal liability under the Note shall no
longer be limited thereby. Employee hereby acknowledges and agrees that Employee
shall be personally liable for one hundred percent (100%) of Employee's
obligations under the Note.
4. Continued Viability of the Note. The Note, as amended by this
Amendment, shall remain in full force and effect, and this Amendment shall be
deemed to be incorporated into the
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Note and made a part thereof. Accordingly, the applicable provisions of Sections
8, 10, 13 an 14 of the Note shall have equal force and effect with respect to
the construction and interpretation of this Amendment. To the extent of any
conflict between the provisions of this Amendment and those of the Note as
heretofore in effect, this Amendment shall control and otherwise govern and
supersede such provisions.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed under seal as of the date first above written.
SUMMIT PROPERTIES INC.
By:
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Name:
Title:
EMPLOYEE
[SEAL]
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