PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement"), dated April 20, 2000, is by and between Security Capital Preferred Growth Incorporated, a Maryland corporation (the "Purchaser"), Prometheus AAPT Holdings, L.L.C., a Delaware limited...Purchase Agreement • May 8th, 2000 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts • Delaware
RECITALSVoting Agreement • June 24th, 2002 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts • New York
DATED AS OFMerger Agreement • January 6th, 2003 • Lazard Freres Real Estate Investors LLC • Services-nursing & personal care facilities • Delaware
Exhibit 2 AMENDED AND RESTATED LOAN AGREEMENT Dated as of February 8, 2001 by and between LFSRI II SPV REIT CORP. and SENIOR QUARTERS FUNDING CORP. collectively, (as Borrower)Loan Agreement • February 27th, 2001 • Lazard Freres Real Estate Investors LLC • General bldg contractors - residential bldgs • New York
EXHIBIT 99.1 EXECUTION COPY PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement"), dated as of February 3, 2004, is by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (the "Purchaser"), and Commonwealth...Purchase Agreement • February 6th, 2004 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts • Delaware
JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D...Joint Filing Agreement • May 12th, 2000 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Konover Property Trust, Inc., a Maryland corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
CONFORMED COPY FIRST AMENDMENT, dated as of May 19, 1998 (the "First Amendment"), to the Agreement and Plan of Merger dated as of April 19, 1998 (the "Merger Agreement") among KAPSON SENIOR QUARTERS CORP., a Delaware corporation ("Parent"), KA...Agreement and Plan of Merger • May 27th, 1998 • Lazard Freres Real Estate Investors LLC • Services-offices & clinics of doctors of medicine • Delaware
RECITALSLoan Agreement • July 29th, 2002 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts • New York
EXHIBIT 1 JOINT FILING AGREEMENT According to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including...Joint Filing Agreement • February 8th, 2002 • Lazard Freres Real Estate Investors LLC • Hotels & motels
According to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Suburban Lodges of America, Inc. and further agree that this Joint Filing Agreement be included as an exhibit to such joint filing. Each party to this Joint Filing Agreement expressly authorizes InTown Holding Company L.L.C. to file on such party's behalf, subject to such party's prior review and approval, any and all amendments to such Statement. Each such party undertakes to notify InTown Holding Company L.L.C. of any changes with respect to such party giving rise to an obligation to file an amendment to Schedule 13D, and it is understood that in connection with this Statement and all amendments thereto each such party shall be responsible only for information supplied by such party.
EXHIBIT 1 --------- AMENDMENT NO.1 TO AGREEMENT AND PLAN OF MERGER Amendment No. 1 (the "AMENDMENT NO. 1"), dated as of July 26, 2002, to the AGREEMENT AND PLAN OF MERGER (the "MERGER AGREEMENT"), dated as of June 23, 2002, by and between PSCO...Agreement and Plan of Merger • July 29th, 2002 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts • Maryland
INVESTMENT AGREEMENTInvestment Agreement • September 18th, 1998 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts • New York
BETWEENMerger Agreement • November 6th, 2002 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts • Maryland
Exhibit 4 4(e) (Atria, Kapson, ARV Lines) PLEDGE AND SECURITY AGREEMENT (MEMBERSHIP INTERESTS) THIS PLEDGE AND SECURITY AGREEMENT (this "AGREEMENT") dated as of July 11, 2002 is by and between CTMPII FC LF (MS), a Cayman Islands exempted company...Pledge and Security Agreement • July 29th, 2002 • Lazard Freres Real Estate Investors LLC • Services-nursing & personal care facilities • New York
JOINT FILING AGREEMENTJoint Filing Agreement • December 9th, 1999 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts
In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Center Trust, Inc., a Maryland corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
May 10, 2002 Center Trust, Inc. 3500 Sepulveda Boulevard Manhattan Beach, CA 90266-3696 Attention: Stuart Gulland Re: Notice to Terminate Standstill Provisions Dear Stuart: Reference is made to that certain Stockholders Agreement (the "Stockholders...Stockholders Agreement • May 17th, 2002 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts
Reference is made to that certain Stockholders Agreement (the "Stockholders Agreement") dated as of June 1, 1997, as amended, made between Lazard Freres Real Estate Investors L.L.C., LF Strategic Realty Investors L.P., Prometheus Western Retail, LLC ("Prometheus") and Center Trust, Inc. (formerly Alexander Haagen Properties, Inc.) (the "Company"). Capitalized terms used and not otherwise defined herein have the meanings given in the Stockholders Agreement.
CONFORMED COPY SUPPORT AGREEMENT dated as of April 19, 1998, between KAPSON SENIOR QUARTERS CORP., a Delaware corporation ("Parent"), KA ACQUISITION CORP., a Delaware corporation ("Sub"), and the individuals and other parties listed on Schedule A...Support Agreement • April 29th, 1998 • Lazard Freres Real Estate Investors LLC • Services-offices & clinics of doctors of medicine • Delaware
CONFORMED COPY AGREEMENT AND PLAN OF MERGER Dated as of April 19, 1998Merger Agreement • April 29th, 1998 • Lazard Freres Real Estate Investors LLC • Services-offices & clinics of doctors of medicine • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • April 28th, 2000 • Lazard Freres Real Estate Investors LLC • Services-nursing & personal care facilities
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, am amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, of ARV Assisted Living, Inc., a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2000 • Lazard Freres Real Estate Investors LLC • Services-nursing & personal care facilities
CUSTODIAN AGREEMENT This Agreement is made on 17 November 1999 between (1) MERRILL LYNCH INTERNATIONAL (the "Custodian") and (2) LF Strategic Realty Investors L.P., Prometheus AAPT Holdings, L.L.C. and Prometheus Western Retail, LLC, acting jointly...Custodian Agreement • December 9th, 1999 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts • New York
RECITALSCustodial Agreement • July 29th, 2002 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts • New York
JOINT FILING AGREEMENTJoint Filing Agreement • December 9th, 1999 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts
In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Shares, par value $0.01 per share, of Brandywine Realty Trust, a Maryland real estate investment trust, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
LAZARD FRERES & CO. LLCJoint Filing Agreement • December 9th, 1999 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts
In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $1.00 per share, of United Dominion Realty Trust, Inc., a Virginia corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
ARTICLE II VOTING AGREEMENT AND IRREVOCABLE PROXYStockholders Voting Agreement • November 6th, 2002 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts • New York
EXHIBIT 1 OMNIBUS AMENDMENT THIS OMNIBUS AMENDMENT (this "Amendment") is made as of the 24th day of April, 2000 by and among CAPITAL TRUST, INC., a Maryland corporation, having an address at 605 Third Avenue, New York, New York 10016, Attention: Loan...Omnibus Amendment • February 27th, 2001 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts • New York
ACKNOWLEDGMENT --------------Loan Agreement • February 27th, 2001 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts
DATED JUNE 17, 2002 AMONGSecurities Purchase Agreement • June 17th, 2002 • Lazard Freres Real Estate Investors LLC • General bldg contractors - residential bldgs • Delaware
AMENDMENT AMENDMENT (this "Amendment") to the LIMITED LIABILITY COMPANY AGREEMENT (the "LLC Agreement") of Prometheus Extended Stay L.L.C., a Delaware limited liability company (the "Company"), adopted by LFSRI II Extended Stay L.L.C., a Delaware...Limited Liability Company Agreement • May 12th, 2000 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts • Delaware
Exhibit A JOINT FILING AGREEMENT ---------------------- In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G...Joint Filing Agreement • October 26th, 1999 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts
EXHIBIT 1 ARV Assisted Living, Inc. 245 Fischer Avenue, D-1 Costa Mesa, CA 92626 October 7, 2002 Atria, Inc. Kapson Senior Quarters Corp. 501 South Fourth Avenue Suite 140 Louisville, Kentucky 40202 Re: Confidentiality/Non-Disclosure Agreement...Confidentiality Agreement • October 16th, 2002 • Lazard Freres Real Estate Investors LLC • Services-nursing & personal care facilities
Reference is hereby made to the letter agreement dated November 15, 2001 (the "Confidentiality Agreement") between Atria, Inc., Kapson Senior Quarters Corp. and ARV Assisted Living, Inc. ("ARV"), a copy of which is attached hereto.
EXHIBIT 1 --------- AGREEMENT AND PLAN OF MERGER BY AND BETWEEN PSCO ACQUISITION CORP.Merger Agreement • June 24th, 2002 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts • Maryland
RECITALSStockholders' Rights Agreement • November 6th, 2002 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts • New York
WARRANTS)Pledge and Security Agreement • July 29th, 2002 • Lazard Freres Real Estate Investors LLC • Services-nursing & personal care facilities • New York
EXHIBIT 4 --------- AMENDMENT NO. 1 TO CO-INVESTMENT AGREEMENT Amendment No. 1 (the "AMENDMENT NO. 1"), dated as of July 26, 2002, to the CO-INVESTMENT AGREEMENT (the "CO-INVESTMENT AGREEMENT") dated as of June 23, 2002, by and among PROMETHEUS...Co-Investment Agreement • July 29th, 2002 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts • New York
ii) a Material Record Date, the commencement of a tender offer or the occurrence of a Change of Control, in respect of any of which the Company shall have failed for any reason to provide such Prometheus Warrant Holder with timely notice in accordance...Supplemental Warrant Agreement • April 1st, 2002 • Lazard Freres Real Estate Investors LLC • General bldg contractors - residential bldgs
