EXHIBIT 10.15.5
COMPETITIVE NOTE
$200,000,000 Charlotte, North Carolina
November 25, 1998
FOR VALUE RECEIVED, the undersigned, SUMMIT PROPERTIES PARTNERSHIP,
L.P., a limited partnership organized under the laws of the State of Delaware
(the "BORROWER"), hereby promises to pay to the order of NATIONSBANK, N.A. (the
"LENDER"), (i) subject to Section 3.5(e) of the Credit Agreement referred to
below, on the last day of each applicable Interest Period, as defined in the
Credit Agreement, the aggregate unpaid principal amount of all Competitive
Advances (as defined in the Credit Agreement) made by the Lender to the Borrower
pursuant to Section 3.3 of the Credit Agreement to which such Interest Period
applies and (ii) on the Termination Date (as defined in the Credit Agreement),
the lesser of the principal sum of $200,000,000 and the aggregate unpaid
principal amount of all Competitive Advances made by the Lender to the Borrower
pursuant to Section 3.3 of the Credit Agreement, in lawful money of the United
States of America in immediately available funds, and to pay interest on such
principal amount from time to time outstanding, in like funds, at a rate or
rates per annum and payable with respect to such periods and on such dates as
determined pursuant to the Credit Agreement.
The Borrower promises to pay interest, on demand, on any overdue principal
and overdue interest from their due dates at a rate or rates determined as set
forth in the Credit Agreement.
The Borrower hereby waives diligence, presentment, demand, protest and
notice of any kind whatsoever. The nonexercise by the holder of any of its
rights hereunder in any particular instance shall not constitute a waiver
thereof in that or any subsequent instance.
All borrowings evidenced by this Competitive Note and all payments and
prepayments of the principal hereof and interest hereon and the respective dates
thereof shall be endorsed by the holder hereof on the schedule attached hereto
and made a part hereof, or on a continuation thereof which shall be attached
hereto and made a part hereof, or otherwise recorded by such holders in its
internal records; PROVIDED, HOWEVER, that any failure of the holder hereof to
make such a notation or any error in such notation shall not in any manner
affect the obligation of the Borrower to make payments of principal and interest
in accordance with the terms of this Competitive Note and the Credit Agreement.
This Competitive Note is one of the Competitive Notes referred to in the
Credit Agreement dated as of March 27, 1998 among the Borrower, Summit
Properties, Inc., a Maryland corporation, as guarantor, the Banks and Agents
named therein and First Union National Bank as Administrative Agent (as amended
from time to time in accordance with its terms, the "CREDIT AGREEMENT") and is
subject to the terms and conditions contained in the Credit Agreement and is
entitled to the benefits thereof. The Credit Agreement, among other things,
contains provisions for the acceleration of the maturity hereof upon the
happening of certain events, for prepayment of the principal hereof prior to the
maturity thereof and for the amendment or waiver of certain provisions of the
Credit Agreement, all upon the terms and conditions therein specified.
This Competitive Note shall be construed in accordance with and governed
by the laws of the State of North Carolina and any applicable laws of the United
States of America.
SUMMIT PROPERTIES PARTNERSHIP, L.P., doing
business in North Carolina as Summit Properties
Partnership, Limited Partnership, as Borrower
By: SUMMIT PROPERTIES INC., doing business in
North Carolina as Summit Properties Real Estate,
Inc.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President and General Counsel
2
GRID NOTE SCHEDULE
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ISSUE AMOUNT OF INTEREST INTEREST NUMBER INTEREST DATE AMOUNT NOTED
DATE PRINCIPAL RATE PERIOD OF DAYS DUE PAID PAID BY
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