SUMMIT PROPERTIES INC
SWAP TRANSACTION
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>9
<FILENAME>g67224ex10-15.txt
<DESCRIPTION>SWAP TRANSACTION
<TEXT>

<PAGE>   1


Exhibit 10.15


                                SWAP TRANSACTION


Date:  15 September 1999

         The purpose of this letter agreement is to confirm the terms and
conditions of the Swap Transaction entered into between:

                    MORGAN GUARANTY TRUST COMPANY OF NEW YORK

                                       and

                        SUMMIT PROPERTIES PARTNERSHIP LP

         On the Trade Date and identified by the Morgan Deal Number specified
below (the "Swap Transaction"). This letter agreement constitutes a Confirmation
as referred to in the agreement specified below.

         The definitions and provisions contained in the 1991 IDA Definitions as
supplemented by the 1998 IDA Supplement (as published by the International Swaps
and Derivates Association, Inc.) are incorporated into this Confirmation. In the
event of any inconsistency between those definitions and provisions and this
Confirmation, this Confirmation will govern.

         This Confirmation represents an amendment and restatement of any prior
documents or other confirming communications between the parties with respect to
the Swap Transaction.

         Morgan Guaranty Trust Company of New York is, together with other
United Kingdom listed institutions, subject to the Bank of England's Code of
Conduct. In connection therewith, this and certain future wholesale money market
transactions will be outside the Financial Services Act, but you will have the
benefit of the Code of Conduct.

1. If MORGAN GUARANTY TRUST COMPANY OF NEW YORK ("Morgan") and SUMMIT PROPERTIES
PARTNERSHIP LP (the "Counterparty") are parties to a Master Agreement, Interest
Rate and Currency Exchange Agreement or other similar Agreement (a "Swap
Agreement"), this Confirmation supplements, forms a part of, and is subject to
such Swap Agreement, this Confirmation supplements, forms a part of, and is
subject to the Swap Agreement most recently executed between the parties.

         If Morgan and the Counterpart are not yet parties to a Swap Agreement,
the parties agree that this Transaction will be documented under a master
agreement to be entered into on the basis of the printed form of Master
Agreement (Multicurrency-Cross Border) published by the International Swaps and
Derivatives Association, Inc., together with such changes as shall be agreed
between the parties (the "Master Agreement"). Upon execution and delivery by the
parties of the Master Agreement, this Confirmation shall supplement, form a part
of, and be subject to such Master Agreement. Until the parties execute and
deliver the Master Agreement,


<PAGE>   2

this Confirmation shall supplement, form a part of, and be subject to the
printed form of Master Agreement published by IDA, as if the parties had
executed that agreement (but without any Schedule thereto) on the Trade Date of
this Transaction.

The parties hereby agree that if they have not executed a Master Agreement,
together with a Credit Support Annex, within 60 Calendar days from the Trade
Date, Morgan shall have the right (in its sole discretion) to terminate this
transaction on any Business Day (such day being referred to herein as an
"Elective Termination Date"). Any such termination shall be referred to as an
"Effective termination" and the Counterpart will be deemed the Affected Party.

2. The terms of the particular Swap Transaction to which this Confirmation
relates are as follows:

Morgan Deal Number                  406306

Trade Date:                         14 September 1999

Effective Date:                     16 September 1999, subject to adjustment in
                                    accordance with the Modified Following
                                    Business Day convention

Termination Date:                   15 December 2003, subject to adjustment in
                                    accordance with the Modified Following
                                    Business Day Convention

FIXED AMOUNTS:

Fixed Rate Payer:                   Morgan

Notional Amount:                    30,000,000.00 USD

Fixed Rate Payer Payment Dates:     Each 15 December, 15 June starting with 15
                                    December 1999 up to, and including, the
                                    Termination Date, subject to adjustment in
                                    accordance with the Following Business Day
                                    Convention and there will be no adjustment
                                    to the Calculation Period.

Fixed Rate:                         6.625000 percent

Fixed Rate Day Count Fraction:      30/360

Initial Calculation Period:         From 16 September 1999 to 15 December 1999,
                                    subject to adjustment in accordance with the
                                    Following Business Day Convention.

FLOATING AMOUNT:



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<PAGE>   3

Floating Rate Payer:                Counterparty

Notional Amount:                    30,000,000.00 USD

Floating Rate Payer Payment Dates:  Each 15 December, 15 March, 15 June, 15
                                    September starting with 15 December 1999 up
                                    to, and including, the Termination Date,
                                    subject to adjustment in accordance with the
                                    Modified Following Business Day Convention
                                    and there will be an adjustment to the
                                    Calculation Period.

Floating Rate Option:               USD-LIBOR-BBA

Designated Maturity:                3 Month

Spread:                             Plus 0.110000 percent

Floating Rate Day Count Fraction:   Actual/360

Reset Dates:                        The first day of each Calculation Period.

Compounding:                        Inapplicable

Initial Calculation Period:         From 16 September 1999 to 15 December 1999,
                                    subject to adjustment in accordance with the
                                    Modified Following Business Day Convention.

Floating Rate for Initial
calculation Period:                 5.510000 percent (Excluding Spread where
                                    applicable)

Payment Business Day Locations for
Counterpart:                        London, New York

Payment Business Day Locations
for Morgan:                         London, New York

Payments will be:                   Net


ADDITIONAL COMMENTS:

         CREDIT ENHANCEMENT. This Confirmation is supplemented by the standard
form of IDA Credit Support Annex which is hereby incorporated by reference
together with the following additional provisions pursuant to which the
Counterpart is required to deliver Eligible Collateral to Morgan. This Section
will be superceded by any Credit Support Annex executed between Morgan and the
counterparty after the Trade Date hereof. The provisions contained in this
Section of this Confirmation are deemed to be Paragraph 13 - "Elections and
Variables" for the



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<PAGE>   4

purposes of the Credit Support Annex and together with the Credit Support Annex
shall constitute a Credit Support Document with respect to the counterparty.
Capitalized terms used herein and not otherwise defined shall have the meanings
given terms in the Credit Support Annex.

Eligible Collateral:                Cash, Treasury Bills, Treasury Notes,
                                    Treasury Bonds and Agency Securities (as
                                    defined below) in accordance with the
                                    valuation percentages set forth in Exhibit
                                    A.

Custodian:                          Any mutually agreed upon Bank (as defined in
                                    the Federal Deposit Insurance Act) having a
                                    Long-Term Debt Rating of BBB+/Baa1 or
                                    higher.

                                    "Long Term Debt Rating" means, with respect
                                    to a party, the rating assigned by either
                                    S&P or Moody's to the long term, unsecured
                                    and unsubordinated indebtedness of such
                                    party. "Moody's" means Moody's Investors
                                    Service, Inc. "S&P" means Standard & Poor's
                                    Ratings Group.

Use of Posted Collateral:           The provisions of Paragraph 6(c) shall
                                    apply.

Substitution of Collateral:         Consent required.

Valuation Date:                     Any Local Business Day.

Minimum Transfer Amount:            $100,000, provided, however, that if any
                                    Event of Default has occurred and is
                                    containing with respect to the Counterpart,
                                    the Minimum Transfer Amount shall be $0.

Delivery Amount:                    Shall have the meaning specified in
                                    Paragraph 3(a).

Return Amount:                      Shall have meaning specified in Paragraph
                                    3(b).

Credit Support Amount:              Shall have the meaning specified in
                                    Paragraph 3(c).



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<PAGE>   5

Rounding:                           Delivery and Return Amounts will be rounded
                                    to the nearest $10,000.


         "THRESHOLD" means, with respect to the Counterpart the amounts
determined on the basis of the lower of the Long Term Debt Ratings by Moody's or
S&P as set forth in the following table, provided, however, that if (i) the
Counterpart has not Long Term Debt Rating, or (ii) an Event of Default has
occurred and is continuing with respect to the Counterparty, the Threshold shall
be U.S. $0:

               LONG TERM DEBT RATING                 THRESHOLD
                   (S&P/MOODY'S)                   COUNTERPARTY
                   -------------                   ------------
                      AAA/Aaa                           $25
                      AA+/Aa1                           $25
                      AA/Aa2                            $25
                      AA-/Aa3                           $25
                       A+/A1                            $25
                       A/A2                             $25
                       A-/A3                            $25
                     BBB+/Baa1                          $10
                     BBB/Baa2                           $7
                     BBB/Baa3                           $5
                  Below BB-/Baa3                        $0


                  i.       The cross default provision of section 5(a)(vi) of
                           the Agreement shall apply to both parties with
                           regarding to any obligation in respect of borrowed
                           money and commitments to lend in an aggregate amount
                           of not less than the threshold amount which for
                           Morgan shall be 3 percent of the total stockholders
                           equity of Morgan and which for the counterparty shall
                           be an amount reflective of its credit as agreed to by
                           the parties.

                  ii.      The credit event upon a merger provisions of section
                           5(b)(iv) of the Agreement shall not apply to Morgan.



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3. Account Details

PAYMENTS TO MORGAN:

Account for payments in USD         Morgan Guaranty Trust Co. of New York
                                    ABA 021 000 238

Favour:                             Morgan Guaranty Trust Co. of New York
                                    London Branch

Account No.:                        670 07 054

Reference:                          Swaps Group

PAYMENTS TO COUNTERPARTY:

Account for payments in USD:

Favour:                             SUMMIT PROPERTIES PARTNERSHIP LP

ABA/Bank No.:

Account No.:

Reference:


4. Offices

         (a)      The Office of Morgan for the Swap transaction is LONDON: and

         (b)      The Office of the Counterparty for the Swap Transaction is
                  CHARLOTTE

         All enquiries regarding payments and/or rate resettings only should be
         sent to:

         Morgan Guaranty Trust Company of New York
         60 Victoria Embankment
         London, EC4Y OJP

         Attention:        Derivatives Processing Center
         Telephone:        011 44 171 325 3783
         Facsimile:        011 44 171 325 7400
         Telex    :        896631 MGT G
         Cable:            Morgan Bank

         Please quote the Morgan Deal Number indicated above.

         All enquiries regarding confirmations should be sent to:



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<PAGE>   7

         Morgan Guaranty Trust Company of New York
         60 Wall Street
         New York, New York  10260

         Attention:        Vola Grilli

         Telephone:        1-212-648-6712
         Facsimile:        1-212-648-5117

         Please quote the Morgan Deal Number indicated above.

         JP MORGAN SECURITIES INCORPORATED is acting solely as agent for Morgan
and will have no obligations under this Swap Transaction.

         Each party represents that (i) it is entering into the transaction
evidenced hereby as principal (and not as agent or in any other capacity); (ii)
the other party is not acting as a fiduciary for it; (iii) it is not relying
upon any representations except hose expressly set forth in the Agreement or t
his confirmation; (iv) it has consulted with its own legal, regulatory, tax,
business, investment, financial, and accounting advisors to the extent is has
deemed necessary, and it has made its own investment, hedging, and trading
decisions based upon its own judgment and upon any advice from such advisors as
it has deemed necessary and not upon any view expressed by the other party; and
(v) it is entering into this transaction with a full understanding of the terms,
conditions and risks thereof and it is capable of and willing to assume those
risks.

         Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing a copy of this Confirmation and returning it to us or by
sending to us a letter, telex or facsimile substantially similar to this letter,
which letter, telex or facsimile sets forth the material terms of the Swap
Transaction to which this Confirmation relates and indicates agreement to those
terms. When referring to this Confirmation, please indicate: Morgan Deal Number:
406306.


                                       Yours sincerely,

                                       JP MORGAN SECURITIES
                                       INCORPORATED, as Agent for and
                                       signing on behalf of:

                                       MORGAN GUARANTY TRUST
                                       COMPANY OF NEW YORK


                                       By: /s/ Jason P. Manske
                                           -------------------------------------
                                           Name: Jason P. Manske
                                           Title: Vice President



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Confirmed as of the
date first above written:

SUMMIT PROPERTIES PARTNERSHIP LP


By: /s/ Gregg Adzema
    ------------------------------------
    Name: Gregg Adzema
    Title: Vice President - Finance



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                                                                       EXHIBIT A


                        COLLATERAL VALUATION PERCENTAGES


<TABLE>
<CAPTION>
                                                                               "VALUATION
                                                                               PERCENTAGE"
<S>                                                                                <C>

       (A)   Cash                                                                  100%

       (B)   negotiable debt obligations issued by the U.S. Treasury               98%
             Department having an original maturity at issuance of not more
             than one year ("Treasury Bills")

       (C)   negotiable debt obligations issued by the U.S. Treasury               95%
             Department having an original maturity at issuance of more
             than one year but not more than ten years ("Treasury Notes")

       (D)   negotiable debt obligations issued by the U.S. Treasury               95%
             Department having an original maturity at issuance of more
             than ten years ("Treasury Bonds")

       (E)   Other:  Agency Securities                                             95%
</TABLE>



         As used herein, "Agency Securities" means negotiable debt obligations
which are fully guaranteed as to both principal and interest by the Federal
National Mortgage Association, the Government National Mortgage Corporation or
the Federal Home Loan Mortgage Corporation, but excluding (i) interest only and
principal only securities and (ii) Collateralized Mortgage Obligations, Real
Estate Mortgage Investment Conduits and similar derivative securities.




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</DOCUMENT>
