Exhibit 1 SECURITY CAPITAL GROUP INCORPORATED Medium-Term Notes, Series B Due Nine Months or More from Date of Issue DISTRIBUTION AGREEMENT December 20, 2000 J.P. Morgan Securities Inc. Banc of America Securities LLC Chase Securities Inc. Deutsche...Distribution Agreement • January 8th, 2001 • Security Capital Group Inc/ • Real estate • New York
Exhibit 99.1 ------------ AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 14, 2001Agreement and Plan of Merger • December 17th, 2001 • Security Capital Group Inc/ • Real estate • Delaware
THIS PURCHASE AND SALE AGREEMENT (this "Agreement"), dated as of ----------- November 15, 2001, is by and between CarrAmerica Realty Corporation, a Maryland real estate investment trust ("Carr"), Security Capital Group Incorporated, a ------ Maryland...Purchase and Sale Agreement • November 16th, 2001 • Security Capital Group Inc/ • Real estate • Maryland
OFAgreement and Plan of Merger • November 14th, 1997 • Security Capital Group Inc/ • Real estate
EXHIBIT 10.6 ADMINISTRATIVE SERVICES AGREEMENT --------------------------------- THIS ADMINISTRATIVE SERVICES AGREEMENT (this "Agreement") is made and entered into as of this 9th day of September, 1997, by and between Security Capital Industrial...Administrative Services Agreement • November 14th, 1997 • Security Capital Group Inc/ • Real estate • Texas
EXHIBIT 10.2 AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of April 13, 1999 by and among SECURITY CAPITAL GROUP INCORPORATED (the "Borrower"), the financial institutions party thereto and their assignees under...Credit Agreement • May 17th, 1999 • Security Capital Group Inc/ • Real estate • Georgia
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 14th, 1997 • Security Capital Group Inc/ • Real estate
EXHIBIT 1 SECURITY CAPITAL GROUP INCORPORATED 17,365,000 Shares of Class B Common Stock Underwriting AgreementSecurity Capital Group Inc/ • September 16th, 1997 • Real estate • New York
EXHIBIT 2.3 TERMINATION AGREEMENTTermination Agreement • December 26th, 2001 • Security Capital Group Inc/ • Real estate • Maryland
THIS PLEDGE AGREEMENT (this "Agreement") dated as of November 20, 2001 --------- between BRE/HV HOLDINGS L.L.C. ("Holdco") and SECURITY CAPITAL LODGING INCORPORATED (the "Lender") .Pledge Agreement • November 30th, 2001 • Security Capital Group Inc/ • Real estate • New York
PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement"), dated as of July 19, 2000, is between Archstone Communities Trust, a Maryland real estate investment trust ("ASN"), and Security Capital Group Incorporated, a Maryland...Purchase and Sale Agreement • July 21st, 2000 • Security Capital Group Inc/ • Real estate • Maryland
Exhibit 12 ---------- JOINT FILING AGREEMENT WITH RESPECT TO SCHEDULE 13D In accordance with Rule 13d-1(k) of Regulation 13D-G under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that any statement on Schedule 13D to be...Security Capital Group Inc/ • January 19th, 2001 • Real estate
In accordance with Rule 13d-1(k) of Regulation 13D-G under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that any statement on Schedule 13D to be filed with the Securities and Exchange Commission by any of the undersigned, including any amendment thereto, with respect to the Common Stock, par value $.01 per share, of Regency Realty Corporation, a Florida corporation, may be filed by Security Capital Group Incorporated, a Maryland corporation, on behalf of each of the undersigned, and further agree that this Joint Filing Agreement may be filed as an exhibit to any such statement.
EXHIBIT 4.1 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (this "Agreement") is entered into as of the 7th day of May, 1998 between Commerzbank Aktiengesellschaft, Grand Cayman Branch (the "Investor"), and Security Capital Group Incorporated, a Maryland...Exchange Agreement • May 15th, 1998 • Security Capital Group Inc/ • Real estate • Maryland
EXHIBIT 10.21 EXECUTION COPY ADVISORY AGREEMENT THIS ADVISORY AGREEMENT dated July 1, 1997 (herein as amended, modified or supplemented from time to time in accordance with the terms hereof, this "Agreement"), between SECURITY CAPITAL U.S. REALTY (the...Advisory Agreement • July 25th, 1997 • Security Capital Group Inc/ • Real estate • Luxembourg
EXHIBIT 1 SECURITY CAPITAL GROUP INCORPORATED Medium-Term Notes, Series A Due Nine Months or More from Date of Issue DISTRIBUTION AGREEMENT November 18, 1998 J.P. Morgan Securities Inc. Goldman, Sachs & Co. Chase Securities Inc. Merrill Lynch, Pierce,...Security Capital Group Inc/ • December 7th, 1998 • Real estate • New York
Exhibit 10.26 CHANGE IN CONTROL AGREEMENT This Agreement entered into as of the 29th day of November, 2001, by and between Security Capital Group Incorporated, a Maryland corporation (the "Company"), and Anthony R. Manno, Jr. (the "Executive")....Change in Control Agreement • April 1st, 2002 • Security Capital Group Inc/ • Real estate
Exhibit 4.2 FIRST AMENDMENT TO RIGHTS AGREEMENT This First Amendment to Rights Agreement ("First Amendment") is made as of the 31st day of October, 2001 by and among Security Capital Group Incorporated ("Security Capital"), The First National Bank of...Rights Agreement • April 1st, 2002 • Security Capital Group Inc/ • Real estate
EXHIBIT 10.3 SECOND AMENDED AND RESTATED GUARANTY THIS SECOND AMENDED AND RESTATED GUARANTY dated as of April 6, 1998 executed and delivered by SECURITY CAPITAL GROUP INCORPORATED, a Maryland corporation, formerly known as Security Capital Realty...Security Capital Group Inc/ • May 15th, 1998 • Real estate • Georgia
Exhibit 10.35 March 22, 2002 Ms. Constance B. Moore c/o Security Capital Group Incorporated 125 Lincoln Avenue Santa Fe, New Mexico 87501 Dear Ms. Moore: In connection with the anticipated merger (the "Merger") of Security Capital Group, Inc. (the...Security Capital Group Inc/ • April 1st, 2002 • Real estate • New York
Exhibit 4.3 AMENDMENT NO. 2 TO RIGHTS AGREEMENT ----------------------------------- AMENDMENT, dated as of December 14, 2001, to the Rights Agreement, dated as of April 21, 1997 (as amended by Amendment No.1, dated as of October 31, 2001, the "Rights...Rights Agreement • April 1st, 2002 • Security Capital Group Inc/ • Real estate • Maryland
by and amongAgreement and Plan of Merger • May 9th, 2000 • Security Capital Group Inc/ • Real estate • Maryland
Exhibit 4.2 THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A...Security Capital Group Inc/ • January 8th, 2001 • Real estate
Exhibit 10.2 EXECUTION COPY TERM LOAN AGREEMENT dated as of December 8, 2000Term Loan Agreement • January 17th, 2001 • Security Capital Group Inc/ • Real estate • New York
OFAgreement and Plan of Merger • May 1st, 1997 • Security Capital Group Inc/ • Real estate
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of June 23, 1998 by and among Security Capital Group Incorporated, a Maryland corporation (the "Company"), and J.P. Morgan...Registration Rights Agreement • August 13th, 1998 • Security Capital Group Inc/ • Real estate • New York
REGENCY CENTERS CORPORATIONStockholders Agreement • April 8th, 2002 • Security Capital Group Inc/ • Real estate
CREDIT AGREEMENT dated as of June 5, 1998 among SECURITY CAPITAL GROUP INCORPORATED, as Borrower THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 10.8. HEREOF, as Lenders CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as...Credit Agreement • August 13th, 1998 • Security Capital Group Inc/ • Real estate • Georgia
FIRST AMENDMENT TO CREDIT AGREEMENT dated as of October 15, 1998 by and among SECURITY CAPITAL GROUP INCORPORATED as Borrower,Credit Agreement • May 17th, 1999 • Security Capital Group Inc/ • Real estate • Georgia
dated as of April 6, 1998 among SC REALTY INCORPORATED, as Borrower THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 10.8. HEREOF, as Lenders and WELLS FARGO BANK, NATIONAL ASSOCIATION, as AgentCredit Agreement • May 15th, 1998 • Security Capital Group Inc/ • Real estate • Georgia
TO STATE STREET BANK AND TRUST COMPANY Trustee IndentureSecurity Capital Group Inc/ • December 7th, 1998 • Real estate • New York
EXHIBIT 4.2 WARRANT AGREEMENT Dated as of September 17, 1997 by and between Security Capital Group IncorporatedWarrant Agreement • November 14th, 1997 • Security Capital Group Inc/ • Real estate • Maryland
EXHIBIT 4.8 WARRANT AGREEMENT Dated as of ________ __, 1997 by and between Security Capital Group IncorporatedWarrant Agreement • April 29th, 1997 • Security Capital Group Inc/ • Maryland
Exhibit 10.39 SHARE PURCHASE AGREEMENT SECURITY CAPITAL GROUP INCORPORATED 1998 LONG-TERM INCENTIVE PLAN THIS AGREEMENT, dated as of the 14th day of January, 2002 by and between ______________ (the "Participant") and Security Capital Group...Share Purchase Agreement • April 1st, 2002 • Security Capital Group Inc/ • Real estate • Maryland
EXHIBIT 10.26 FORM OF INDEMNIFICATION AGREEMENT AGREEMENT, made and entered into as of _____________, between Security Capital Group Incorporated, a Maryland corporation (the "Corporation"), and ______________ ("Indemnitee"). WHEREAS, the Corporation...Form of Indemnification Agreement • July 25th, 1997 • Security Capital Group Inc/ • Real estate • Maryland
THIS INTERCREDITOR AGREEMENT, dated as of November 20, 2001 ("Agreement"), between BEAR, STEARNS FUNDING, INC., a Delaware corporation (in such capacity, together with its successors and assigns, "Mortgage Lender"), and SECURITY CAPITAL LODGING...Intercreditor Agreement • November 30th, 2001 • Security Capital Group Inc/ • Real estate • New York
