Page-1Employment Agreement • March 31st, 1999 • Gables Residential Trust • Real estate investment trusts • Maryland
AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 5, 1997Credit Agreement • November 14th, 1997 • Gables Residential Trust • Real estate investment trusts • Georgia
SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 13th, 2000 • Gables Residential Trust • Real estate investment trusts • Georgia
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GABLES REALTY LIMITED PARTNERSHIPLimited Partnership Agreement • December 3rd, 1998 • Gables Residential Trust • Real estate investment trusts • Delaware
2 3 York City time, on the fourth business day following the date of this Agreement (or if the NYSE or American Stock Exchange or commercial banks in the City of New York are not open on such day, the next day on which such exchanges and banks are...Underwriting Agreement • July 24th, 1997 • Gables Residential Trust • 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 Residential Trust • Real estate investment trusts
1 1,700,000 Shares GABLES RESIDENTIAL TRUST Common Shares of Beneficial Interest UNDERWRITING AGREEMENTUnderwriting Agreement • December 1st, 1997 • Gables Residential Trust • Real estate investment trusts • New York
1 EXHIBIT 10.13 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement") made as of the ___ day of _________ , 199__ by and between ______________ residing at ________________ (hereinafter referred to as "Employee") and Gables Residential Trust, a...Employment Agreement • March 27th, 1997 • Gables Residential Trust • Real estate investment trusts • Maryland
WITNESSETH:Credit Agreement • March 27th, 1997 • Gables Residential Trust • Real estate investment trusts • Georgia
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement") made as of the 16th day of March, 1998 by and between Chris D. Wheeler (hereinafter referred to as "Employee") and Gables Residential Trust, a Maryland business trust, with a principal place...Employment Agreement • May 15th, 1998 • Gables Residential Trust • Real estate investment trusts • Maryland
REIMBURSEMENT AGREEMENT dated as of October 1, 1997Reimbursement Agreement • November 14th, 1997 • Gables Residential Trust • Real estate investment trusts • Georgia
1 737,040 Shares GABLES RESIDENTIAL TRUST Common Shares of Beneficial Interest (par value $0.01 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • September 17th, 1997 • Gables Residential Trust • Real estate investment trusts • New York
Exhibit 99.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is entered into as of October 17, 1997 by and between GABLES RESIDENTIAL TRUST, a Maryland real estate investment trust (the "Company") and each of the...Registration Rights Agreement • December 11th, 1997 • Gables Residential Trust • Real estate investment trusts • Maryland
DEFINITION SECTION ---------- ------- 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...Credit Agreement • March 30th, 2000 • Gables Residential Trust • Real estate investment trusts • Georgia
RESTRICTED SHARE AWARD AGREEMENT Name of Grantee: ------------------------------- Number of Shares: ------------------------------- Purchase Price per Share: $.01 (i.e., par value) Grant Date: , 2001 ------- Final Acceptance Date: , 2001 (60 days...Restricted Share Award Agreement • February 28th, 2001 • Gables Residential Trust • Real estate investment trusts • Maryland
REGISTRATION RIGHTS AND LOCK-UP AGREEMENT This Registration Rights and Lock-Up Agreement (this "Agreement") is entered into as of January 1, 2000 by and between Gables Residential Trust, a Maryland real estate investment trust (the "Company"), and...Registration Rights and Lock-Up Agreement • December 20th, 2000 • Gables Residential Trust • Real estate investment trusts • Maryland
ARTICLES OF MERGER (PLAN ATTACHED) OF EAST APARTMENT MANAGEMENT, INC. INTO GABLES RESIDENTIAL SERVICES, INC.Articles of Merger • March 29th, 2001 • Gables Residential Trust • Real estate investment trusts
1 EXHIBIT 10.39 TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • March 27th, 1997 • Gables Residential Trust • Real estate investment trusts • Georgia
1 Exhibit 99.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is entered into as of August 21, 1997 by and between GABLES RESIDENTIAL TRUST, a Maryland real estate investment trust (the "Company") and each of the...Registration Rights Agreement • December 11th, 1997 • Gables Residential Trust • Real estate investment trusts • Maryland
Swap Transaction Date: 28 September 1998 The purpose of this agreement is to confirm the terms and conditions of the Swap Transaction entered into between: MORGAN GUARANTY TRUST COMPANY OF NEW YORKSwap Transaction • November 13th, 1998 • Gables Residential Trust • Real estate investment trusts
UNSECURED NOTE NO.2 $29,681,000.00 Atlanta, Georgia August 13, 1997 PPN 36241# FOR VALUE RECEIVED, the undersigned, GABLES REALTY LIMITED PARTNERSHIP, a Delaware limited partnership (herein, together with its successors and assigns, "GRLP'), and...Unsecured Note • November 14th, 1997 • Gables Residential Trust • Real estate investment trusts
FORWARD TREASURY LOCK AGREEMENT Amended on May 28, 1998 WHEREAS, Gables Realty Limited Partnership ("Counterparty") wishes to defer the fixing of the effective cost to it of its financings based on current interest rates and J.P. Morgan Securities...Forward Treasury Lock Agreement • August 14th, 1998 • Gables Residential Trust • Real estate investment trusts • New York
GABLES RESIDENTIAL TRUST Senior Executive Severance AgreementSenior Executive Severance Agreement • March 18th, 2005 • Gables Residential Trust • 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 Senior Vice President and Chief Accounting Officer of the Company, as amended with respect to Section 4(a) effective as of the 13th day of January, 2005.
1 EXHIBIT 10.37 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment") is dated as of the 22nd day of November, 1996 among GABLES REALTY LIMITED PARTNERSHIP (the "Borrower"), WACHOVIA BANK OF GEORGIA,...Credit Agreement • March 27th, 1997 • Gables Residential Trust • Real estate investment trusts
SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GABLES REALTY LIMITED PARTNERSHIPLimited Partnership Agreement • May 15th, 2003 • Gables Residential Trust • Real estate investment trusts • Delaware
THIS SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GABLES REALTY LIMITED PARTNERSHIP ("Agreement"), dated as of May 8, 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. 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 Section 4.2.A
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 Residential Trust • Real estate investment trusts • Georgia
EXHIBIT 99.4 REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (Windmill Landing Partners, Ltd.) This Registration Rights and Lock-Up Agreement (this "Agreement") is entered into as of April 14, 1998 by and between Gables Residential Trust, a Maryland real...Registration Rights and Lock-Up Agreement • May 13th, 1999 • Gables Residential Trust • Real estate investment trusts • Maryland
UNDERWRITING AGREEMENT Gables Residential Trust 2,500,000 Common Shares of Beneficial Interest August 20, 2003Underwriting Agreement • August 26th, 2003 • Gables Residential Trust • Real estate investment trusts • New York
Introductory. Gables Residential Trust, a Maryland real estate investment trust (the “REIT”), proposes to issue and sell to Wachovia Capital Markets, LLC. (“Wachovia”) as initial purchaser and underwriter (the “Underwriter”) an aggregate of 2,500,000 shares of the REIT’s common shares of beneficial interest (the “Common Stock”), par value $0.01 per share (the “Securities”). Wachovia has agreed to act as Underwriter in connection with the offering and sale of the Securities. The REIT, its operating partnership, Gables Realty Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), and the Operating Partnership’s sole general partner, Gables GP, Inc. (“Gables GP”), a Texas corporation and a wholly owned subsidiary of the REIT, are referred to collectively in this Agreement as the “Company.”
FIRST AMENDMENT TO TERM LOAN THIS FIRST AMENDMENT TO TERM LOAN (this "First Amendment") is dated as of the 5th day of August, 1997 among GABLES REALTY LIMITED PARTNERSHIP (the "Borrower"), WACHOVIA BANK, N.A., as Agent (the "Agent"), and WACHOVIA...Term Loan Amendment • November 14th, 1997 • Gables Residential Trust • Real estate investment trusts • Georgia
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • June 17th, 2005 • Gables Residential Trust • Real estate investment trusts • Maryland
This Registration Rights and Lock-Up Agreement (this "Agreement") is entered into as of June 17, 2004 by and between GABLES RESIDENTIAL TRUST, a Maryland real estate investment trust (the "Company"), and each of the persons who are signatories hereto (each, a "Holder").
Gables Residential Trust 2859 Paces Ferry Road Suite 1450 Atlanta, GA 30339Registration Rights Agreement • July 29th, 2003 • Gables Residential Trust • 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").
GABLES REALTY LIMITED PARTNERSHIP Issuer to WACHOVIA BANK, NATIONAL ASSOCIATION Trustee _________________________ Supplemental Indenture No. 7 Dated as of September 27, 2002 _________________________ $10,000,000 of 6.10% Senior Notes Due 2010Supplemental Indenture • November 15th, 2002 • Gables Residential Trust • Real estate investment trusts • New York
SUPPLEMENTAL INDENTURE NO. 7, dated as of September 27, 2002 (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").
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 Residential Trust • 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
Form of April 2005 Amendment to Senior Executive Severance AgreementSenior Executive Severance Agreement • April 22nd, 2005 • Gables Residential Trust • Real estate investment trusts
WHEREAS, Gables Residential Trust (the “Company”) and (the “Executive”) are parties to a Senior Executive Severance Agreement dated as of (the “Severance Agreement”);
Face of Security]Security Agreement • November 15th, 2002 • Gables Residential Trust • 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 STATEM
