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 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 99.1 ------------ AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 14, 2001Merger Agreement • December 17th, 2001 • Security Capital Group Inc/ • Real estate • Delaware
EXHIBIT 1 SECURITY CAPITAL GROUP INCORPORATED 17,365,000 Shares of Class B Common Stock Underwriting AgreementUnderwriting Agreement • September 16th, 1997 • Security Capital Group Inc/ • Real estate • New York
Exhibit 10.37 SHARE PURCHASE AGREEMENT SECURITY CAPITAL GROUP INCORPORATED 1998 LONG-TERM INCENTIVE PLAN THIS AGREEMENT, dated as of the 8th day of January, 2001, by and between ______________ (the "Participant") and Security Capital Group...Share Purchase Agreement • April 1st, 2002 • Security Capital Group Inc/ • Real estate • Maryland
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
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...Indenture • January 8th, 2001 • 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 2.3 TERMINATION AGREEMENTTermination Agreement • December 26th, 2001 • Security Capital Group Inc/ • Real estate • Maryland
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 10.26 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 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...Guaranty • May 15th, 1998 • Security Capital Group Inc/ • Real estate • Georgia
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
TOIndenture • August 13th, 1998 • Security Capital Group Inc/ • Real estate • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • November 14th, 1997 • Security Capital Group Inc/ • Real estate
Portion of Amount by Which Unused Fee Revolving Commitment Exceeds Revolving Loans -------------------------------------------------------- $0 to and including $130,000,000 0.125% -------------------------------------------------------- Greater than...Credit Agreement • August 5th, 1997 • Security Capital Group Inc/ • Real estate • Georgia
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
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 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 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 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...Joint Filing Agreement • January 19th, 2001 • Security Capital Group Inc/ • 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 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
REGENCY CENTERS CORPORATIONStockholders Agreement • April 8th, 2002 • Security Capital Group Inc/ • Real estate
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
EXHIBIT 27 SECURITY CAPITAL GROUP INCORPORATED 125 LINCOLN AVENUE SANTA FE, NEW MEXICO 87501 January 17, 2002 Storage USA, Inc. Storage USA Trust SUSA Partnership, L.P. c/o Storage USA, Inc. 175 Toyota Plaza, Suite 700 Memphis, Tennessee 38103 Re:...Purchase and Sale Agreement • January 18th, 2002 • Security Capital Group Inc/ • Real estate
This is to confirm that, in connection with the Memorandum of Understanding, dated January 17, 2002 (a copy of which is attached hereto), entered into on behalf of the parties to the litigation referred to therein by their respective attorneys (the "MOU"), and in consideration of the settlement set forth in the MOU, all references in the Purchase Agreement to $42.00 - including without limitation in Sections 1.116 (definition of "Share Consideration"), Section 1.140 (definition of "Unit Consideration"), Section 2.2(a) (Purchase Consideration; Redemption), and Section 5.6(g) (No Solicitation--definition of "Superior Transaction") - shall for all purposes be deemed references to $42.50, and the words "not to exceed $128,197,920" in Section 2.7(a)(iii) shall be deleted, in each case, effective as of the date hereof and of the MOU.
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
TO STATE STREET BANK AND TRUST COMPANY Trustee IndentureIndenture • December 7th, 1998 • Security Capital Group Inc/ • Real estate • New York
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
EXHIBIT 4.1 RIGHTS AGREEMENTRights Agreement • November 14th, 1997 • Security Capital Group Inc/ • Real estate • New York
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
STORAGE USA, INC. 175 TOYOTA PLAZA, SUITE 700 MEMPHIS, TENNESSEE 38103Strategic Alliance Agreement • September 10th, 2001 • Security Capital Group Inc/ • Real estate
Reference is made to that certain Strategic Alliance Agreement dated as of March 19, 1996 (as amended, the "Strategic Alliance Agreement") by and among Storage USA, Inc., a Tennessee corporation (the "Company"), SUSA Partnership, L.P., a Tennessee limited partnership (the "Operating Partnership"), Storage USA Trust, a Maryland real estate investment trust and a wholly owned subsidiary of the Company (the "Trust"), Security Capital U.S. Realty, a Luxembourg corporation ("USREALTY"), and Security Capital Holdings S.A., a Luxembourg corporation and a wholly owned subsidiary of USREALTY ("Buyer"), and to which Security Capital Group Incorporated (both as to itself and as successor to all the rights of USREALTY and Buyer under the Strategic Alliance Agreement, "Security Capital") has become party as a result of the transactions between Security Capital, USREALTY and Buyer and the consent granted by the Company pursuant to that certain letter agreement dated July 7, 2000. The term "parties"
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
Exhibit 10.32 March 22, 2002 Mr. Thomas G. Wattles c/o Security Capital Group Incorporated 125 Lincoln Avenue Santa Fe, New Mexico 87501 Dear Mr. Wattles: As you know, Security Capital Group, Inc.(the "Company") has agreed to merge with an indirect...Employment Agreement • April 1st, 2002 • Security Capital Group Inc/ • Real estate • New York
by and amongMerger Agreement • May 9th, 2000 • 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...Indemnification Agreement • July 25th, 1997 • Security Capital Group Inc/ • Real estate • Maryland
