0000950134-06-004397 Sample Contracts

FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP
American Campus Communities Inc • March 7th, 2006 • Real estate investment trusts

THIS FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP (this “Amendment”) is entered into as of the 1st day of March, 2006 (the “Effective Date”), by and between American Campus Communities Holdings LLC, a Maryland limited liability company (the “General Partner”) and those Persons who have executed this Amendment as Limited Partners (collectively, the “Contributor LPs” and each in the singular a “Contributor LP”). Any capitalized terms used herein for which a definition is not provided herein shall have the meanings assigned to such terms in that certain Amended and Restated Agreement of Limited Partnership of American Campus Communities Operating Partnership LP, as amended (the “Agreement”).

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AGREEMENT REGARDING TAX MATTERS
Agreement Regarding Tax Matters • March 7th, 2006 • American Campus Communities Inc • Real estate investment trusts • Maryland

This AGREEMENT REGARDING TAX MATTERS (this “Agreement”) is dated as of March 1, 2006, by and among American Campus Communities Operating Partnership LP, a Maryland limited partnership (the “Partnership”), American Campus Communities Holdings LLC, a Maryland limited liability company (the “General Partner”), American Campus Communities, Inc., a Maryland corporation, (“REIT”) and each of the limited partners of the Partnership who have executed a signature page hereto (each, a “Limited Partner” and collectively, the “Limited Partners”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in Section 1 of this Agreement.

REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
Registration Rights and Lock-Up Agreement • March 7th, 2006 • American Campus Communities Inc • Real estate investment trusts • Maryland

This Registration Rights and Lock-Up Agreement (this “Agreement”) is entered into as of March 1, 2006 by and between American Campus Communities, Inc., a Maryland corporation (the “Company”), and each of the persons who are signatories hereto (each, a “Holder” and collectively, the “Holders”).

RIGHT OF FIRST OFFER AGREEMENT
Right of First Offer Agreement • March 7th, 2006 • American Campus Communities Inc • Real estate investment trusts • Maryland

THIS RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is dated and effective as of March 1, 2006 by and between ROYAL APARTMENTS USA, INC., an Illinois corporation (“Royal Apartments”), and AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP, a Maryland limited partnership (the “Operating Partnership”).

HENNEMAN AGREEMENT
Henneman Agreement • March 7th, 2006 • American Campus Communities Inc • Real estate investment trusts • Maryland

This Agreement is made and entered into as of March 1, 2006 by and between Michael J. Henneman (“Director”) and American Campus Communities, Inc., a Maryland corporation (the “Company”).

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