AGREEMENT AND FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 1st, 2001 • Archstone Smith Trust • Real estate investment trusts • Texas
THIS SHAREHOLDERS' AGREEMENT (this "Agreement"), dated as of October 31, --------- 2001, is by and among Archstone-Smith Trust, a Maryland real estate investment trust ("Parent Trust"), Archstone-Smith Operating Trust, a Maryland real estate...Shareholders' Agreement • November 1st, 2001 • Archstone Smith Trust • Real estate investment trusts • Maryland
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • September 21st, 2004 • Archstone Smith Trust • Real estate investment trusts • New York
This Amendment, dated as of September 20, 2004 (the “Amendment”) to the Rights Agreement, dated as of December 1, 2003 (the “Rights Agreement”), is entered into by and between Archstone-Smith Trust, a Maryland real estate investment trust (the “Trust”), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”). Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings ascribed to them in the Rights Agreement.
Exhibit 10.4 PARENT AGREEMENT ---------------- THIS PARENT AGREEMENT ("Agreement") dated as of November 1, 2001 is executed and delivered by ARCHSTONE-SMITH TRUST, a Maryland real estate investment trust ("Parent"), in favor of (a) THE CHASE MANHATTAN...Parent Agreement • November 1st, 2001 • Archstone Smith Trust • Real estate investment trusts • Texas
AMENDED AND RESTATED CREDIT AGREEMENT Dated October 30, 2003 among ARCHSTONE- SMITH OPERATING TRUST, as Borrower and ARCHSTONE-SMITH TRUST, as Parent and JPMORGAN CHASE BANK, as Administrative Agent and BANK OF AMERICA, N.A., and WELLS FARGO BANK,...Credit Agreement • March 5th, 2004 • Archstone Smith Trust • Real estate investment trusts • Texas
THIS AMENDED AND RESTATED CREDIT AGREEMENT (the “Agreement”) is made and entered into as of October 30, 2003, by and among ARCHSTONE-SMITH OPERATING TRUST, a Maryland real estate investment trust (the “Borrower”), ARCHSTONE-SMITH TRUST, a Maryland real estate investment trust, and the parent of the Borrower (the “Parent”), the financial institutions (including JPMC, the Syndication Agents and the Documentation Agents, the “Lenders”) which are now or may hereafter become signatories hereto, JPMORGAN CHASE BANK, a New York banking corporation (“JPMC”), as administrative agent for Lenders (in such capacity, “Agent”), BANK OF AMERICA, N.A. and WELLS FARGO BANK, N.A., and as syndication agents for Lenders (in such capacity, “Syndication Agents”), and BANK ONE, NA and COMMERZBANK AG, NEW YORK BRANCH, as documentation agents for Lenders (in such capacity, “Documentation Agents”).
EXHIBIT G DESIGNATION OF THE PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS AND LIMITATIONS AS TO SERIES P PREFERRED UNITSDesignation of Preferences, Conversion and Other Rights • August 6th, 2007 • Archstone Smith Trust • Real estate investment trusts
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AMONG ARCHSTONE-SMITH TRUST, ARCHSTONE-SMITH OPERATING TRUST, RIVER HOLDING, LP, RIVER ACQUISITION (MD), LP AND RIVER TRUST ACQUISITION (MD), LLC Dated as of August 5, 2007Agreement and Plan of Merger • August 6th, 2007 • Archstone Smith Trust • Real estate investment trusts
AMENDMENT NO. 1 dated as of August 5, 2007 (this "Amendment") to the Agreement and Plan of Merger, dated as of May 28, 2007 (the "Merger Agreement"), is made and entered into by and among Archstone-Smith Trust, a real estate investment trust formed under the Laws of the State of Maryland (the "Company"), Archstone-Smith Operating Trust, a real estate investment trust formed under the Laws of the State of Maryland (the "Operating Trust" and, together with the Company, the "Company Parties"), River Holding, LP, a Delaware limited partnership ("Parent"), River Acquisition (MD), LP, a Maryland limited partnership and wholly owned subsidiary of Parent ("MergerCo"), and River Trust Acquisition (MD), LLC, a Maryland limited liability company ("Operating Trust MergerSub" and, together with Parent and MergerCo, the "Buyer Parties").
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 3rd, 2003 • Archstone Smith Trust • Real estate investment trusts • Colorado
This Change in Control Agreement (the “Agreement”) is entered into as of the _____ day of _____________, 2002, by and between Archstone-Smith Operating Trust, a Maryland real estate investment trust (the “Operating Trust”), Archstone-Smith Trust, a Maryland real estate investment trust (“ASN”) (Operating Trust and ASN are sometimes hereinafter collectively referred to as the “Company”) and [insert name] (the “Executive”) under the following circumstances:
RIGHTS AGREEMENT between ARCHSTONE-SMITH TRUST and MELLON INVESTOR SERVICES LLC Rights Agent Dated as of December 1, 2003Rights Agreement • March 5th, 2004 • Archstone Smith Trust • Real estate investment trusts • New York
WHEREAS, the Board of Trustees of the Trust (the “Board of Trustees”) has authorized and declared a dividend of one preferred share purchase right (a “Right”) for each Common Share (as hereinafter defined) of the Trust outstanding as of the close of business on the effective date of the Primary Archstone Merger (as such term is defined in the Amended and Restated Agreement and Plan of Merger, dated as of May 3, 2001, by and among Archstone, the Trust, Charles E. Smith Residential Realty, Inc. and Charles E. Smith Residential Realty L.P. (the “Merger Agreement”) (the “Record Date”), each Right representing the right to purchase one one-hundredth of a Preferred Share (as hereinafter defined), upon the terms and subject to the conditions herein set forth, and has further authorized and directed the issuance of one Right with respect to each Common Share that shall become outstanding between the Record Date and the Expiration Date (as such term is hereinafter defined).
AGREEMENT AND PLAN OF MERGER Among ARCHSTONE-SMITH TRUST, ARCHSTONE-SMITH OPERATING TRUST, RIVER HOLDING, LP, RIVER ACQUISITION (MD), LP and RIVER TRUST ACQUISITION (MD), LLC Dated as of May 28, 2007Merger Agreement • June 1st, 2007 • Archstone Smith Trust • Real estate investment trusts • Maryland
THIS AGREEMENT AND PLAN OF MERGER, dated as of May 28, 2007 (this “Agreement”), is made and entered into by and among Archstone-Smith Trust, a real estate investment trust formed under the Laws of the State of Maryland (the “Company”), Archstone-Smith Operating Trust, a real estate investment trust formed under the Laws of the State of Maryland (the “Operating Trust” and, together with the Company, the “Company Parties”), River Holding, LP, a Delaware limited partnership (“Parent”), River Acquisition (MD), LP, a Maryland limited partnership and wholly owned subsidiary of Parent (“MergerCo”), and River Trust Acquisition (MD), LLC, a Maryland limited liability company (“Operating Trust MergerSub” and, together with Parent and MergerCo, the “Buyer Parties”).
ARCHSTONE-SMITH TRUST 2001 LONG-TERM INCENTIVE PLAN PERFORMANCE UNIT AGREEMENTPerformance Unit Agreement • May 9th, 2007 • Archstone Smith Trust • Real estate investment trusts
WHEREAS, Archstone-Smith Trust (the “Trust”) selected _______________ as a Participant (the “Participant”) in the special long-term incentive program (the “Program”) established October 6, 2005 under the Archstone-Smith Trust 2001 Long-Term Incentive Plan (the “Plan”);
ARCHSTONE – SMITH OPERATING TRUST 5.250% Notes Due 2015 Underwriting Agreement May 4, 2005Underwriting Agreement • May 10th, 2005 • Archstone Smith Trust • Real estate investment trusts • New York
20 JUNE 2007 IWG WOHNEN 1. OBJEKTGESELLSCHAFT MBH IWG WOHNEN 2. OBJEKTGESELLSCHAFT MBH IWG WOHNEN 3. OBJEKTGESELLSCHAFT MBH IWG WOHNEN 4. OBJEKTGESELLSCHAFT MBH AS BORROWERSLoan Agreement • August 9th, 2007 • Archstone Smith Trust • Real estate investment trusts
RESIDENTIAL MASTER LEASEResidential Master Lease • May 3rd, 2005 • Archstone Smith Trust • Real estate investment trusts
FORM OF DESIGNATION OF THE PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS AND LIMITATIONS AS TO SERIES P PREFERRED UNITSDesignation of Preferences and Rights • June 1st, 2007 • Archstone Smith Trust • Real estate investment trusts
RESTRICTED SHARE UNIT AGREEMENT ARCHSTONE-SMITH TRUST EQUITY PLAN FOR OUTSIDE TRUSTEES Grant No. «GrantNo»Restricted Share Unit Agreement • November 9th, 2004 • Archstone Smith Trust • Real estate investment trusts
THIS AGREEMENT, entered into as of «GrantDate» (the “Grant Date”), by and between «FirstName» «LastName» (the “Participant”), and Archstone-Smith Trust (the “Trust”);
MASTER AGREEMENT By and Among Archstone-Smith Trust, a Maryland real estate investment trust Archstone-Smith Operating Trust, a Maryland real estate investment trust, R&B Realty Group, a California limited partnership, and the Property Partnerships...Master Agreement • May 3rd, 2005 • Archstone Smith Trust • Real estate investment trusts • Maryland
THIS MASTER AGREEMENT (this “Agreement”) is made and entered into as of February 28, 2005 (the “Effective Date”), by and among ARCHSTONE-SMITH TRUST, a Maryland real estate investment trust (“ASN”), ARCHSTONE-SMITH OPERATING TRUST, a Maryland real estate investment trust (“ASOT”), R&B REALTY GROUP, a California limited partnership (“R&B”), and each of the additional entities listed on the signature pages hereto (individually, a “Property Partnership,” and collectively, the “Property Partnerships” except that Newport Beach and Mid-Wilshire shall not be Property Partnerships as to the Newport Property and the Philadelphia Property, respectively). Capitalized terms used in this Agreement are defined in Article I.
12,051,000 Shares ARCHSTONE–SMITH TRUST Common Shares, Par Value $0.01 Per Share Underwriting AgreementUnderwriting Agreement • September 8th, 2005 • Archstone Smith Trust • Real estate investment trusts • New York
The undersigned understands that Morgan Stanley & Co. Incorporated (the “Underwriter”) has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Archstone-Smith Trust, a real estate investment trust organized under the laws of the State of Maryland (the “Company”), providing for the public offering (the “Public Offering”) by the Underwriter of 12,051,000 common shares of beneficial interest (the “Shares”) of the Company, par value $0.01 per share (the “Common Shares”) to be sold by the Company.
EUROHYPO Aktiengesellschaft as Original LenderCredit Agreement • August 9th, 2007 • Archstone Smith Trust • Real estate investment trusts
RESTRICTED SHARE UNIT AGREEMENT ARCHSTONE SMITH TRUST 2001 LONG-TERM INCENTIVE PLAN Grant No. «GrantNo»Restricted Share Unit Agreement • November 9th, 2004 • Archstone Smith Trust • Real estate investment trusts
THIS AGREEMENT, entered into as of «GrantDate» (the “Grant Date”), by and between «FirstName» «Middle» «LastName» (the “Participant”), and Archstone-Smith Trust (the “Trust”);
ARCHSTONE-SMITH TRUST INDEMNIFICATION AGREEMENTIndemnification Agreement • March 5th, 2004 • Archstone Smith Trust • Real estate investment trusts • Maryland
AGREEMENT, made and entered into as of , 200 , between Archstone-Smith Trust, a Maryland real estate investment trust (the “Trust”), and (“Indemnitee”).
NON-QUALIFIED SHARE OPTION AGREEMENT ARCHSTONE SMITH TRUST 2001 LONG-TERM INCENTIVE PLAN Grant No. «GrantNo»Non-Qualified Share Option Agreement • November 9th, 2004 • Archstone Smith Trust • Real estate investment trusts
THIS AGREEMENT (the “Agreement”), entered into as of «GrantDate» (the “Grant Date”), by and between «FirstName» «MiddleName» «LastName» (the “Participant”), and Archstone-Smith Trust (the “Trust”);
