TABLE OF CONTENTS AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 14th, 1998 • Gables Realty Limited Partnership • Real estate investment trusts • Georgia
SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 13th, 2000 • Gables Realty Limited Partnership • Real estate investment trusts • Georgia
Exhibit 1.1 GABLES REALTY LIMITED PARTNERSHIP 5.75% SENIOR NOTES DUE 2007 UNDERWRITING AGREEMENT DATED JUNE 28, 2002 WACHOVIA SECURITIES, INC. J.P. MORGAN SECURITIES INC. GABLES REALTY LIMITED PARTNERSHIP 5.75 % Senior Notes due 2007 UNDERWRITING...Underwriting Agreement • July 9th, 2002 • Gables Realty Limited Partnership • Real estate investment trusts • New York
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GABLES REALTY LIMITED PARTNERSHIPLimited Partnership Agreement • December 3rd, 1998 • Gables Realty Limited Partnership • Real estate investment trusts • Delaware
EXHIBIT 1.1 GABLES REALTY LIMITED PARTNERSHIP 7.25% SENIOR NOTES DUE 2006 UNDERWRITING AGREEMENT DATED FEBRUARY 15, 2001 LEHMAN BROTHERS INC. CHASE SECURITIES INC. FIRST UNION SECURITIES, INC. LEGG MASON WOOD WALKER, INCORPORATED PNC CAPITAL MARKETS,...Underwriting Agreement • February 23rd, 2001 • Gables Realty Limited Partnership • Real estate investment trusts • New York
AMENDMENT NO. 1 TO CONTRIBUTION AGREEMENT This Amendment No. 1 to the Contribution Agreement, dated April 1, 1998, is made and entered into among the TCR Parties, on the one hand, and Gables Residential Trust and Gables Realty Limited Partnership, on...Contribution Agreement • June 15th, 1998 • Gables Realty Limited Partnership • Real estate investment trusts
Exhibit 1.1 GABLES REALTY LIMITED PARTNERSHIP 6.55% SENIOR NOTES DUE 2000 UNDERWRITING AGREEMENT DATED SEPTEMBER 30, 1998 PAINEWEBBER INCORPORATED CHASE SECURITIES INC. J.P. MORGAN SECURITIES INC. GABLES REALTY LIMITED PARTNERSHIP 6.55% Senior Notes...Underwriting Agreement • October 7th, 1998 • Gables Realty Limited Partnership • Real estate investment trusts • New York
TOIndenture • June 26th, 1997 • Gables Realty Limited Partnership • Real estate investment trusts • New York
TOIndenture • March 31st, 1998 • Gables Realty Limited Partnership • Real estate investment trusts • New York
TRUSTEESupplemental Indenture • February 23rd, 2001 • Gables Realty Limited Partnership • Real estate investment trusts • New York
1 Exhibit 1.1 GABLES REALTY LIMITED PARTNERSHIP 6.80% SENIOR NOTES DUE 2005 UNDERWRITING AGREEMENT DATED MARCH 18, 1998 PAINEWEBBER INCORPORATED LEHMAN BROTHERS INC. GABLES REALTY LIMITED PARTNERSHIP 6.80% Senior Notes due 2005 UNDERWRITING AGREEMENTUnderwriting Agreement • March 31st, 1998 • Gables Realty Limited Partnership • Real estate investment trusts • New York
Change in Control 1.02 Consolidated Debt 4.04 Consolidated Fixed Charges 4.06 Consolidated Fixed Charges Coverage Ratio 4.08 Consolidated Interest Expense 5.01 Consolidated Income Available for Debt Service 5.03 Consolidated Income Available for...Credit Agreement • March 30th, 2000 • Gables Realty Limited Partnership • Real estate investment trusts • Georgia
TRUSTEESupplemental Indenture • July 9th, 2002 • Gables Realty Limited Partnership • Real estate investment trusts • New York
REIMBURSEMENT AGREEMENT dated as of October 1, 1997Reimbursement Agreement • November 14th, 1997 • Gables Realty Limited Partnership • Real estate investment trusts • Georgia
ARTICLES OF MERGER (PLAN ATTACHED) OF EAST APARTMENT MANAGEMENT, INC. INTO GABLES RESIDENTIAL SERVICES, INC.Articles of Merger • March 29th, 2001 • Gables Realty Limited Partnership • Real estate investment trusts
SIXTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MARCH 31, 2005 BY AND AMONG GABLES REALTY LIMITED PARTNERSHIP, AS BORROWER, WACHOVIA CAPITAL MARKETS, LLC, AS SOLE LEAD ARRANGER AND SOLE BOOK RUNNER, WACHOVIA BANK, NATIONAL ASSOCIATION, AS...Credit Agreement • April 6th, 2005 • Gables Realty Limited Partnership • Real estate investment trusts • Georgia
UNSECURED NOTE NO.1Unsecured Note • November 14th, 1997 • Gables Realty Limited Partnership • Real estate investment trusts
W I T N E S S E T H:Credit Agreement • August 13th, 1999 • Gables Realty Limited Partnership • Real estate investment trusts • Georgia
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549Statement of Eligibility and Qualification • June 26th, 1997 • Gables Realty Limited Partnership • Real estate investment trusts
FORWARD TREASURY LOCK AGREEMENT Amended on September 30, 1998 The purpose of this letter is to confirm the terms and conditions of the Forward Treasury Lock Transaction entered into between J.P. Morgan Securities Inc. ("JPMSI") and Gables Realty...Forward Treasury Lock Agreement • November 13th, 1998 • Gables Realty Limited Partnership • Real estate investment trusts
STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, OF A CORPORATION DESIGNATED TO ACT AS TRUSTEETrustee Eligibility Statement • June 26th, 1997 • Gables Realty Limited Partnership • Real estate investment trusts
GABLES RESIDENTIAL TRUST Senior Executive Severance AgreementSenior Executive Severance Agreement • May 15th, 2001 • Gables Realty Limited Partnership • Real estate investment trusts • Maryland
AGREEMENT made as of this 30th day of March, 2001 by and among Gables Residential Trust, a Maryland business trust with its principal place of business in Atlanta, Georgia (the "Company"), and Dawn H. Severt (the "Executive"), an individual presently employed as the Vice President and Chief Accounting Officer of the Company.
FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GABLES REALTY LIMITED PARTNERSHIPLimited Partnership Agreement • November 15th, 2002 • Gables Realty Limited Partnership • Real estate investment trusts • Delaware
THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GABLES REALTY LIMITED PARTNERSHIP ("Agreement"), dated as of September 27, 2002, is entered into by and among Gables GP, Inc. ("GGPI"), a Texas corporation, as the General Partner and the Persons whose names are set forth on Exhibit A as attached hereto, as the Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein. WHEREAS, the partnership was organized on October 15, 1993 by Arbor Properties, Inc., as general partner and Marcus E. Bromley as organizational limited partner; WHEREAS, by amendment dated January 19, 1994, Arbor Properties, Inc. withdrew from the Partnership and GGPI was admitted as a successor general partner; WHEREAS, by amendment dated January 26, 1994, the Limited Partners made certain contributions to the capital of the Partnership; WHEREAS, by amendment dated July 24, 1997, the General Partner, pursuant to and in accordance with Sect
FIRST AMENDMENT TO CONVERSION AND NOTE AGREEMENT This FIRST AMENDMENT TO CONVERSION AND NOTE AGREEMENT (this "Amendment") dated as of December 30, 1996, among GABLES REALTY LIMITED PARTNERSHIP, a Delaware limited partnership ("GRLP"), GABLES -...Conversion and Note Agreement • November 14th, 1997 • Gables Realty Limited Partnership • Real estate investment trusts • Georgia
GABLES REALTY LIMITED PARTNERSHIP Underwriting Agreement dated March 10, 2005 WACHOVIA CAPITAL MARKETS, LLC GABLES REALTY LIMITED PARTNERSHIP UNDERWRITING AGREEMENTUnderwriting Agreement • March 17th, 2005 • Gables Realty Limited Partnership • Real estate investment trusts • New York
Introductory. Gables Realty Limited Partnership, a Delaware limited partnership (the "Operating Partnership") of which the sole general partner is Gables GP, Inc. ("Gables GP"), a Texas corporation and a wholly-owned subsidiary of Gables Residential Trust, a Maryland real estate investment trust (the "REIT" and, together with the Operating Partnership and Gables GP, the "Company"), proposes to sell to the Underwriters named in Schedule 1 hereto (the "Underwriters"), for whom Wachovia Capital Markets, LLC is acting as representative, the aggregate principal amounts listed in Schedule 1 hereto of the Operating Partnership's debt securities identified in Schedule 2 hereto (the "Securities"), to be issued under that certain indenture, dated as of March 23, 1998, as supplemented by that certain Supplemental Indenture No. 1, dated as of March 23, 1998, Supplemental Indenture No. 4, dated as of February 22, 2001, Supplemental Indenture No. 5, dated as of July 8, 2002, Supplemental Indenture N
Gables Residential Trust 2859 Paces Ferry Road Suite 1450 Atlanta, GA 30339Registration Rights Agreement • July 29th, 2003 • Gables Realty Limited Partnership • Real estate investment trusts
Reference is made to (i) that certain Registration Rights Agreement dated September 27, 2002 by and between Gables Residential Trust (the "REIT") and Teachers Insurance and Annuity Association of America ("TIAA") relating to the registration and exchange by the REIT of all of its outstanding, unregistered 7.875% Series C Cumulative Redeemable Preferred Shares for registered 7.875% Series C-1 Cumulative Redeemable Preferred Shares and (ii) that certain Registration Rights Agreement dated September 27, 2002 by and between Gables Realty Limited Partnership (the "Partnership" and together with the REIT, the "Company") and TIAA relating to the registration and exchange of all of its outstanding, unregistered (A) 5.86% Senior Notes due 2009 for a like amount of registered 5.86% Senior Notes due 2009 and (B) 6.10% Senior Notes due 2010 for a like amount of registered 6.10% Senior Notes due 2010 (collectively, the "Registration Rights Agreements").
SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GABLES REALTY LIMITED PARTNERSHIPLimited Partnership Agreement • May 20th, 2003 • Gables Realty Limited Partnership • Real estate investment trusts • Delaware
THIS SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GABLES REALTY LIMITED PARTNERSHIP ("Agreement"), dated as of , 2003, is entered into by and among Gables GP, Inc. ("GGPI"), a Texas corporation, as the General Partner and the Persons whose names are set forth on Exhibit A as attached hereto, as the Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.
GABLES RESIDENTIAL TRUST AND TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA REGISTRATION RIGHTS AGREEMENT September 27, 2002 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 15th, 2002 • Gables Realty Limited Partnership • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT dated September 27, 2002 (this "Agreement") is entered into by and among Gables Residential Trust, a Maryland real estate investment trust (the "Company"), and Teachers Insurance and Annuity Association of America, a New York Corporation ("TIAA"). The Company and TIAA are parties to the Securities Purchase Agreement dated September 27, 2002 (the "Securities Purchase Agreement"), which provides for the sale by the Company to TIAA of 1,600,000 shares of 7.875% Series C Cumulative Redeemable Preferred Shares of beneficial interest, par value $.01 per share (collectively, the "Securities"). As an inducement to TIAA to enter into the Securities Purchase Agreement, the Company agrees to provide to TIAA and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Securities Purchase Agreement. In consideration of the foregoing, the par
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 20, 2003 BY AND AMONG GABLES REALTY LIMITED PARTNERSHIP AND GABLES-TENNESSEE PROPERTIES, L.L.C., AS BORROWERS WACHOVIA SECURITIES, INC., AS SOLE LEAD ARRANGER AND SOLE BOOK RUNNER,...Credit Agreement • March 31st, 2003 • Gables Realty Limited Partnership • Real estate investment trusts • Georgia
THIS FIFTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 20, 2003 by and among GABLES REALTY LIMITED PARTNERSHIP, a Delaware limited partnership ("Parent"), GABLES-TENNESSEE PROPERTIES, L.L.C., a Tennessee limited liability company ("Gables-TN"; Parent and Gables-TN are hereinafter referred to collectively as "Borrowers"), each of the financial institutions initially a signatory hereto together with their assignees pursuant to Section 12.5(d) (collectively, the "Lenders" and individually a "Lender"), and WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent (the "Agent"). WHEREAS, the Borrowers, Wachovia Bank, National Association and certain other lenders entered into that certain Fourth Amended and Restated Credit Agreement dated as of June 27, 2002, as amended to date (the "Fourth Amended Credit Agreement"); and WHEREAS, Borrowers have requested that Agent and the Lenders amend certain provisions of the Fourth Amended Credit Agreement; and WHEREAS, Agent, Borrowers
Face of Security]Security Agreement • November 15th, 2002 • Gables Realty Limited Partnership • Real estate investment trusts
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES FOR THE BENEFIT OF GABLES REALTY LIMITED PARTNERSHIP (THE "ISSUER") THAT THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STAT
GABLES RESIDENTIAL TRUST GABLES GP, INC. GABLES REALTY LIMITED PARTNERSHIP AND TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA SECURITIES PURCHASE AGREEMENT September 27, 2002 GABLES RESIDENTIAL TRUST GABLES GP, INC. GABLES REALTY LIMITED...Securities Purchase Agreement • November 15th, 2002 • Gables Realty Limited Partnership • Real estate investment trusts • New York
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA 730 Third Avenue New York, NY 10017 Ladies and Gentlemen: Introductory. Gables Realty Limited Partnership, a Delaware limited partnership (the "Operating Partnership") of which the sole general partner is Gables GP, Inc. ("Gables GP"), a Texas corporation and a wholly-owned subsidiary of Gables Residential Trust, a Maryland real estate investment trust (the "REIT" and, together with the Operating Partnership and Gables GP, the "Company"), proposes to sell to Teachers Insurance and Annuity Association of America, a New York corporation ("TIAA"), (i) the Operating Partnership's debt securities identified in Schedule 1 attached hereto (the "Notes"), to be issued under the Indenture, dated as of March 23, 1998, which is attached hereto as Exhibit A, as supplemented by that certain First Supplemental Indenture, dated as of March 23, 1998, a Second Supplemental Indenture, dated as of September 30, 1998, a Third Supplemental I
GABLES REALTY LIMITED PARTNERSHIP FIRST AMENDMENT TO SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPFirst Amendment to Seventh Amended and Restated Agreement of Limited Partnership • March 16th, 2005 • Gables Realty Limited Partnership • Real estate investment trusts
This First Amendment is made as of June 17, 2004 by Gables GP, Inc., a Texas corporation, as general partner (the “General Partner”) of Gables Realty Limited Partnership, a Delaware limited partnership (the “Partnership”), and as attorney in fact for all limited partners of the Partnership pursuant to the Partnership Agreement (as defined below), for the purpose of amending the Seventh Amended and Restated Agreement of Limited Partnership of the Partnership dated July 31, 2003 (the “Partnership Agreement”). All capitalized terms used herein and not defined shall have the respective meanings ascribed to them in the Partnership Agreement.
GABLES REALTY LIMITED PARTNERSHIP Issuer to WACHOVIA BANK, NATIONAL ASSOCIATION Trustee Supplemental Indenture No. 8 Dated as of March 14, 2005 ofSupplemental Indenture • March 17th, 2005 • Gables Realty Limited Partnership • Real estate investment trusts • New York
SUPPLEMENTAL INDENTURE NO. 8, dated as of March 14, 2005 (the "Supplemental Indenture"), between GABLES REALTY LIMITED PARTNERSHIP, a limited partnership organized under the laws of the State of Delaware (herein called the "Partnership"), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association and successor to First Union National Bank, as Trustee (herein called the "Trustee").
CONTRIBUTION AGREEMENTContribution Agreement • March 20th, 1998 • Gables Realty Limited Partnership • Real estate investment trusts • Florida
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT among GABLES REALTY LIMITED PARTNERSHIP The Banks Listed Herein, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and Syndication Agent, WACHOVIA SECURITIES, INC. as Arranger, and JPMORGAN CHASE...Credit Agreement • August 14th, 2002 • Gables Realty Limited Partnership • Real estate investment trusts • Georgia
This Fourth Amended and Restated Credit Agreement is an amendment and restatement of the $225,000,000 Amended and Restated Credit Agreement by and among the Borrowers, Wachovia Bank, N.A., First Union National Bank, Chase Bank of Texas, National Association, AmSouth Bank, Guaranty Federal Bank, F.S.B., PNC Bank, National Association, and Commerzbank AG, New York and Grand Cayman Branches, Wachovia Bank, N.A. , as the Administrative Agent, First Union National Bank, as Syndication Agent and Chase Bank of Texas, National Association, as Documentation Agent, dated as of May 13, 1998, as amended by First Amendment to Credit Agreement dated as of June 14, 1999 and Second Amendment to Credit Agreement dated as of November 23, 1999, as amended by that Second Amended and Restated Credit Agreement by and among Gables Realty Limited Partnership, Wachovia Bank, N.A., as Administrative Agent and as a Bank, First Union National Bank, as Syndication Agent and as a Bank, The Chase Manhattan Bank (suc
