American Community Properties Trust Sample Contracts

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WITNESSETH: ----------
Restructuring Agreement • July 29th, 1998 • American Community Properties Trust • Land subdividers & developers (no cemeteries) • Delaware
RECITALS
Master Loan Agreement • November 16th, 1998 • American Community Properties Trust • Land subdividers & developers (no cemeteries)
INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 31st, 2006 • American Community Properties Trust • Land subdividers & developers (no cemeteries) • Maryland

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of the 30th day of August, 2006 by and among AMERICAN COMMUNITY PROPERTIES TRUST, a Maryland real estate investment trust (the “Company”), and Antonio Ginorio (the “Indemnitee”).

CONSULTING AGREEMENT
Consulting Agreement • April 1st, 1999 • American Community Properties Trust • Land subdividers & developers (no cemeteries)
RECITALS
Consulting Agreement • July 10th, 1998 • American Community Properties Trust • Delaware
INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 30th, 2001 • American Community Properties Trust • Land subdividers & developers (no cemeteries) • Maryland
SECURITY AGREEMENT
Security Agreement • November 21st, 2005 • American Community Properties Trust • Land subdividers & developers (no cemeteries)

THIS SECURITY AGREEMENT (the "Agreement") made as of the 11th day of August, 2005, by and between SHEFFIELD GREENS APARTMENTS, LLC, a Delaware limited liability company, with offices at 222 Smallwood Village Center, St. Charles, MD 20602 (referred to in this Agreement as the "Debtor"), and GMAC COMMERCIAL MORTGAGE BANK, a Utah industrial bank, having an office and place of business at 6955 Union Park Center, Suite 330, Midvale, Utah 84047 (referred to in this Agreement as the "Secured Party").

RECITALS
Modification to Credit Facility and Amendment to Master Loan Agreement • November 17th, 1998 • American Community Properties Trust • Land subdividers & developers (no cemeteries) • Maryland
LIMITED PARTNERSHIP AGREEMENT AND AMENDED AND RESTATED LIMITED PARTNERSHIP CERTIFICATE OF COACHMAN'S LIMITED PARTNERSHIP
Limited Partnership Agreement • March 31st, 2003 • American Community Properties Trust • Land subdividers & developers (no cemeteries) • Maryland

THIS LIMITED PARTNERSHIP AGREEMENT AND AMENDED AND RESTATED LIMITED PARTNERSHIP CERTIFICATE OF COACHMAN'S LIMITED PARTNERSHIP (this "Agreement") is made and entered into as of the 2nd day of June, 1988, by and between Interstate Business Corporation, a Delaware corporation ("IBC"), and Interstate General Company L.P., a Delaware limited partnership ("IGC LP").

STEPHEN K. GRIESSEL AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 21st, 2009 • American Community Properties Trust • Land subdividers & developers (no cemeteries) • Maryland

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated May 14, 2009, is entered into between American Rental Management Company, a Delaware corporation (the “Company”) American Community Properties Trust, a Maryland real estate investment trust (the “Parent”), and Stephen K. Griessel (the “Executive”). Certain capitalized terms used herein shall have the respective meanings ascribed to them in Section 6 and Section 11 hereof. This Agreement amends and restates that certain Employment Agreement, dated as of October 1, 2008, by and between the Parent and Executive (the “Old Agreement”).

OFFICE LEASE AGREEMENT
Office Lease Agreement • November 15th, 2004 • American Community Properties Trust • Land subdividers & developers (no cemeteries) • Puerto Rico

THIS LEASE AGREEMENT (hereinafter referred to as the "Lease") entered into this October 1st., 2004 by and between EL MONTE PROPERTIES S.E. (hereinafter referred to as ("Landlord") and Interstate General Properties Limited Partnership S.E., herein represented by its Executive Vice-President, Mr. Eduardo Cruz Ocasio, hereinafter referred to as ("Tenant").

SEVENTH AMENDMENT TO
Second Amended and Restated Certificate and Agreement of Limited Partnership • November 17th, 1998 • American Community Properties Trust • Land subdividers & developers (no cemeteries)
SUBSCRIPTION AGREEMENT
Subscription Agreement • February 14th, 2003 • American Community Properties Trust • Land subdividers & developers (no cemeteries) • Maryland

This SUBSCRIPTION AGREEMENT (this "Agreement") is entered into as of the _____ day of ____________, 2002, by and between VILLAGE LAKE APARTMENTS LIMITED PARTNERSHIP, a Maryland limited partnership with offices at 222 Smallwood Village Center, St. Charles (Waldorf), Maryland 20602 (the "Partnership"), and AMERICAN HOUSING PROPERTIES, L.P., a Delaware limited partnership with offices at 222 Smallwood Village Center, St. Charles, Maryland 20602 (the "Purchaser").

MULTIFAMILY NOTE
Multifamily Note • April 15th, 2005 • American Community Properties Trust • Land subdividers & developers (no cemeteries)

FOR VALUE RECEIVED, the undersigned ("Borrower") jointly and severally (if more than one) promises to pay to the order of PRUDENTIAL MULTIFAMILY MORTGAGE, INC., a Delaware corporation, the principal sum of THREE MILLION SIX HUNDRED FORTY THOUSAND AND 00/100 DOLLARS (US $3,640,000.00), with interest accruing on the unpaid principal balance from the date of disbursement until fully paid at the annual rate of Five and 49/100 percent (5.49%).

AGREEMENT OF PURCHASE AND SALE OF LIMITED PARTNERSHIP INTERESTS
Purchase and Sale Agreement • April 22nd, 2009 • American Community Properties Trust • Land subdividers & developers (no cemeteries) • Puerto Rico

By this Agreement of Purchase and Sale of Limited Partnership Interests (this “Agreement”) dated as of March 31, 2009 (the “Effective Date”) AMERICAN COMMUNITY PROPERTIES TRUST, a Maryland real estate investment trust (“ACPT”), AMERICAN LAND DEVELOPMENT U.S., INC., a Maryland corporation (“American Land”), and IGP GROUP CORP., a Puerto Rico corporation (“IGP Group”) (ACPT, American Land and IGP Group are collectively referred to in this Agreement as “Seller”), agrees to sell and convey to PARTNERS BUSINESS EQUITIES, LLC, a Puerto Rico Limited Liability Company, and its associated capital investors, represented herein by Partners Business Equities, LLC or its permitted assignee (“Purchaser”), who agrees to purchase and pay for all of Seller’s limited partnership interests in Interstate General Properties Limited Partnership S.E., a Maryland limited partnership (“IGP”), and all rights of Seller associated therewith and/or pertaining thereto.

EXECUTIVE RETENTION AGREEMENT
Executive Retention Agreement • August 9th, 2007 • American Community Properties Trust • Land subdividers & developers (no cemeteries) • Maryland

THIS EXECUTIVE RETENTION AGREEMENT (the “Agreement”), made and entered into as of the 1st day of July, 2007, by and between American Community Properties Trust, a Maryland real estate investment trust (together with its subsidiaries, the “Company”), American Rental Management Company, a Delaware corporation (“ARMC”), and Edwin L. Kelly (the “Executive”), a resident of Maryland.

SECOND AMENDMENT TO CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF VILLAGE LAKE APARTMENTS LIMITED PARTNERSHIP
Certificate and Agreement of Limited Partnership • March 31st, 2003 • American Community Properties Trust • Land subdividers & developers (no cemeteries) • Maryland

This SECOND AMENDMENT TO CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF VILLAGE LAKE APARTMENTS LIMITED PARTNERSHIP (this " "Amendment") is entered into as of the 23rd day of January, 2003.

AMENDMENT TO PROPERTY MANAGEMENT AGREEMENT BY AND BETWEEN Capital Park Apartments Limited Partnership ("Owner") AND American Rental Management Company ("Manager") Capital Park Twin Towers Capital Park Plaza Apartments AMENDMENT TO PROPERTY MANAGEMENT...
Property Management Agreement • August 16th, 2004 • American Community Properties Trust • Land subdividers & developers (no cemeteries)

This Amendment amends the Property Management Agreement made and entered into as of October 29, 2002, by and between Capital Park Apartments Limited Partnership, a District of Columbia limited partnership ("Owner"), and American Rental Management Company, a Delaware corporation ("Manager") ("the Management Agreement").

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GUARANTEE
Guarantee • April 15th, 2002 • American Community Properties Trust • Land subdividers & developers (no cemeteries)

This is a continuing guarantee and shall not be amended nor terminated except by written statement signed by ACPT, authorized by a majority of the independent trustees of ACPT.

JOINT STATEMENT AGREEMENT
Joint Statement Agreement • March 28th, 2008 • American Community Properties Trust • Land subdividers & developers (no cemeteries)

Each of the undersigned hereby agrees that the Schedule 13D relating to the common shares of American Community Properties Trust to which this agreement is attached is filed on behalf of such person.

AMENDMENT TO AGREEMENT OF SALE
Agreement of Sale • November 4th, 2004 • American Community Properties Trust • Land subdividers & developers (no cemeteries)

THIS AMENDMENT TO AGREEMENT OF SALE (the "Amendment") dated this 28th day of September, 2004, by and between OWINGS CHASE ASSOCIATES LIMITED PARTNERSHIP, a Maryland limited partnership (the "Owings Seller") PRESCOTT SQUARE APARTMENTS LIMITED PARTNERSHIP, a Maryland limited partnership (the "Prescott Seller"), (the Owings Seller and the Prescott Seller are collectively referred to herein as the "Seller"), both with an address of c/o Sawyer Property Management of Maryland, LLC, 75 Second Avenue, Suite 200, Needham, Massachusetts 02494 ("Seller") and AMERICAN HOUSING PROPERTIES, L.P., a Delaware limited partnership with an address of 222 Smallwood Village Center, St. Charles, Maryland 20602, or its permitted assignee ("Buyer").

SECURITY AGREEMENT
Security Agreement • March 31st, 2009 • American Community Properties Trust • Land subdividers & developers (no cemeteries)

THIS SECURITY AGREEMENT (the "Agreement") made the 22nd day of January, 2009, by and between GLENEAGLES APARTMENTS, LLC, a Delaware limited liability company, with offices at 222 Smallwood Village Center, St. Charles, Maryland 20602 (referred to in this Agreement as the "Debtor"), and CAPMARK FINANCE INC., a California corporation, having an office and place of business at 116 Welsh Road, Horsham, Pennsylvania 19044 (referred to in this Agreement as the "Secured Party").

indenture
Indenture • August 14th, 2002 • American Community Properties Trust • Land subdividers & developers (no cemeteries)

THIS INDENTURE, made this 22nd day of July, 2002, by and between St. Charles Associates Limited Partnership, a Maryland limited partnership, Interstate General Company, St. Charles Community LLC (collectively, "SCA" or "St. Charles") and the County Commissioners of Charles County, a body politic (the "County").

AGREEMENT AND PLAN OF MERGER DATED AS OF SEPTEMBER 25, 2009 AMONG FCP FUND I, L.P. FCP/ACPT ACQUISITION COMPANY, INC. AND AMERICAN COMMUNITY PROPERTIES TRUST
Merger Agreement • September 28th, 2009 • American Community Properties Trust • Land subdividers & developers (no cemeteries) • Maryland

AGREEMENT AND PLAN OF MERGER, dated as of September 25, 2009 (this “Agreement”), among FCP Fund I, L.P., a Delaware limited partnership (“Acquiror”), FCP/ACPT Acquisition Company, Inc., a Maryland corporation and an indirect subsidiary of Acquiror (“Merger Subsidiary”), and American Community Properties Trust, a Maryland real estate investment trust (the “Company”).

CONSULTING AGREEMENT
Consulting Agreement • March 31st, 2003 • American Community Properties Trust • Land subdividers & developers (no cemeteries)

THIS CONSULTING AGREEMENT ("Agreement") is made and entered into this 1st day of January 1998, by and between ST. CHARLES COMMUNITY, LLC (the "Company") and Thomas J. Shafer (the "Consultant").

AMENDMENT TO CONSULTING AGREEMENT
Consulting Agreement • April 15th, 2002 • American Community Properties Trust • Land subdividers & developers (no cemeteries)

THIS AMENDMENT TO CONSULTING AGREEMENT ("Agreement") is made and entered into this 28th day of January 2002, by and between ST. CHARLES COMMUNITY, LLC (the "Company") and Thomas J. Shafer (the "Consultant").

SECOND AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • May 17th, 2004 • American Community Properties Trust • Land subdividers & developers (no cemeteries)

This amendment entered into as of December 28, 1990 by and between INTERSTATE GENERAL PROPERTIES LIMITED PARTNERSHIP S.E. hereinafter referred to as the "Management Agent", INTERSTATE BUSINESS CORPORATION hereinafter referred to as "IBC", and SANTA MARIA ASSOCIATES S.E.

EMPLOYMENT AND CONSULTING AGREEMENT
Employment Agreement • August 11th, 2006 • American Community Properties Trust • Land subdividers & developers (no cemeteries) • Maryland

THIS EMPLOYMENT AND CONSULTING AGREEMENT (the "Agreement") is entered into as of April 20, 2006, by and between Interstate General Properties Limited Partnership, S.E. (the "Company"), IGP Group, Corp. (“IGP”), American Community Properties Trust (“ACPT”) and Carlos R. Rodriguez (“Rodriguez").

LAND DEVELOPMENT ASSOCIATES, S.E. Doral Building, 7th Floor 650 Munoz Rivera Avenue Hato Rey, Puerto Rico 00918-4149
Loan Agreement • April 15th, 2002 • American Community Properties Trust • Land subdividers & developers (no cemeteries)

Dear Mrs. Rocafort: Reference is made to that certain Loan Agreement between Land Development Associates, S.E. ("LDA") and FirstBank Puerto Rico ("you"), dated August 3, 1995, as amended, (the "LDA Loan Agreement") and that certain Non-Revolving Credit Agreement between KEMBT Corporation ("KEMBT") and you, dated the date hereof (the "Credit Agreement").

ASSIGNMENT AND TRANSFER OF LIMITED PARTNERSHIP INTEREST WITH ACCEPTANCE, ACKNOWLEDGEMENT AND CONSENT
Assignment and Transfer of Limited Partnership Interest • February 14th, 2003 • American Community Properties Trust • Land subdividers & developers (no cemeteries)

FOR VALUE RECEIVED, the undersigned ("Transferor") hereby sells, assigns, transfers, sets over, delivers and forever and unconditionally relinquishes unto VILLAGE LAKE APARTMENTS LIMITED PARTNERSHIP, a Maryland limited partnership (the "Partnership"), all of Transferor's right, title, and interest in and to the Partnership, constituting a one percent (1%) limited partnership interest in the Partnership, and hereby withdraws from the Partnership.

MEMBERSHIP INTEREST TRANSFER AGREEMENT
Membership Interest Transfer Agreement • November 25th, 2008 • American Community Properties Trust • Land subdividers & developers (no cemeteries) • Maryland

THIS MEMBERSHIP INTEREST TRANSFER AGREEMENT (“Agreement”), dated as of this 19th day of November, 2008, by and among ST. CHARLES COMMUNITY, LLC, a Delaware limited liability company (hereinafter, the “Seller”), and U.S. HOME CORPORATION, a Delaware corporation (hereinafter, the “Purchaser”).

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