Swap Transaction dated June 17, 2002
EX-10.7 9 g77507exv10w7.txt SWAP TRANSACTION DATED JUNE 17, 2002 Exhibit 10.7 233 South Wacker Drive, Suite 2800 Chicago, Illinois 60606 Tel ###-###-#### Fax ###-###-#### BANK OF AMERICA N.A. TO: Summit Properties Partnership, LP 309 East Morehead St, Ste 200 Charlotte, NC 28202 ATTN: Gregg Adzema TEL: 704 ###-###-#### FAX: 704 ###-###-#### FROM: Bank of America, N.A. 233 South Wacker Drive - Suite 2800 Chicago, Illinois 60606 Gerry Rosales / Mike Allison Date: 17JUN02 Our Reference No. 26049 Internal Tracking Nos. 385471 The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Summit Properties Partnership, LP and Bank of America, N.A. (each a "party" and together "the parties") on the Trade Date specified below (the "Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified in paragraph 1 below (the "Agreement"). The definitions and provisions contained in the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., (the "Definitions") are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern. 1. This Confirmation evidences a complete binding agreement between the parties as to the terms of the Transaction to which this Confirmation relates. In addition, the parties agree to use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the form of the ISDA Master Agreement (Multicurrency-Cross Border) (the "ISDA Form"), with such modifications as the parties will in good faith agree. Upon the execution by the parties of such an agreement, this Confirmation will supplement, form a part of, and be subject to that agreement. All provisions contained or incorporated by reference in that agreement upon its execution will govern this Confirmation except as expressly modified below. Until the parties execute and deliver that agreement, this Confirmation, together with all other documents referring to the ISDA Form (each a "Confirmation") confirming transactions (each a "Transaction") entered into between the parties (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 the parties had executed an agreement in such form (but without any Schedule) on the Trade Date of the first such Transaction between the parties. In the event of any inconsistency between the provisions of that agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction. In this Confirmation "Party A" means Bank of America, N.A. and "Party B" means Summit Properties Partnership, LP. 2. The terms of the particular Transaction to which this Confirmation relates are as follows: Notional Amount: USD 50,000,000.00
3. RECORDING OF CONVERSATIONS: Each party to this Transaction acknowledges and agrees to the tape recording of conversations between the parties to this Transaction whether by one or other or both of the parties or their agents, and that any such tape recordings may be submitted in evidence in any Proceedings relating to the Agreement and/or this Transaction. 2 4. ACCOUNT DETAILS: Account for payments to Party A: [Account information for Party A] Account for payments to Party B: [Account information for Party B] 5. OFFICES: The Office of Party A for this Transaction is: Charlotte, NC Please send reset notices to fax no. (312 ###-###-####) The Office of Party B for this Transaction is: North Carolina, USA GOVERNING LAW: The Laws of the State of New York (without reference to the conflict of laws provisions thereof) CREDIT SUPPORT DOCUMENT: As per Agreement (and Credit Support Annex if applicable). In relation to Party B, The ISDA Credit Support Annex to be executed by Party B and given in favor of Party A with the following terms: "Threshold" means, with respect to Party B on any date of determination, (a) the amount set forth opposite the Credit Rating which Party B has on that date as assigned by Moody's Investor Services, Inc. or any successor thereto ("Moody's") or Standard & Poor's Corporation, a division of The McGraw Hill Companies, Inc., or any successor thereto ("S&P") or (b) zero if on that date Party B does not have a Credit Rating or an Event of Default or Potential Event of Default or Termination Event (or event that would constitute an Event of Default or Termination Event with the lapse of time or giving of notice or both) with respect to such party has occurred that is still continuing. The Threshold amount will be based on the lower of the two ratings from Moody's and S&P, if such ratings are split. If Party B is only rated by one agency, the Threshold amount will be based on the rating of that agency. Threshold Credit Rating by S&P by Moody's $5,000,000 BBB (and above) Baa2 (and above) $2,000,000 BBB- Baa3 $0 below BBB- below Baa3 Minimum Transfer Amount means, $100,000. Additional Termination Event. Additional Termination Event will apply. It shall be an Additional Termination Event, Party B shall be the Affected Party and Party A shall be the party entitled to designate an Early Termination Date with respect to all Transactions and determine the amounts payable under Section 6(e) of this Agreement, 3 If Party B fails to execute an ISDA Master Agreement and ISDA Credit Support Annex in form and substance satisfactory to Party A and provide collateral on or before September 10, 2002 The Confirmation should be subject to an ISDA Master Agreement to be entered into with Bank of America, N.A. Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement by returning via telecopier an executed copy of this Confirmation to the attention of Global Derivative Operations at (fax no ###-###-####). Yours Sincerely, Bank of America, N.A. /S/ Dave Walker - ------------------------- Dave Walker Senior Vice President Authorized Signatory Accepted and confirmed as of the date first written: Summit Properties Partnership, LP By: /S/ Gregg D. Adzema Name: Gregg D. Adzema Title: Executive Vice President Our Reference # 26049 4
