AGREEMENT AND PLAN OF MERGER AMONG BULLDOG PARENT LIMITED PARTNERSHIP BULLDOG PROPERTIES TRUST BULLDOG MERGER LIMITED PARTNERSHIP GABLES RESIDENTIAL TRUST AND GABLES REALTY LIMITED PARTNERSHIPAgreement and Plan of Merger • June 13th, 2005 • Gables Residential Trust • Real estate investment trusts • Maryland
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 7, 2005, is made by and among Bulldog Parent Limited Partnership, a Delaware limited partnership (“Parent”), Bulldog Properties Trust, a Maryland real estate investment trust (“MergerCo”), Gables Residential Trust, a Maryland real estate investment trust (the “Company”), Bulldog Merger Limited Partnership, a Delaware limited partnership (the “Merger Partnership”), and Gables Realty Limited Partnership, a Delaware limited partnership (the “Partnership”).
GUARANTYGuaranty • June 13th, 2005 • Gables Residential Trust • Real estate investment trusts • Maryland
For value received, and to induce the Company and the Partnership to enter into the Merger Agreement, dated as of June 7, 2005, together with any subsequent amendment or amendments thereto (the “Merger Agreement”), by and among the Company, the Partnership, Bulldog Parent Limited Partnership, a Delaware limited partnership (“Parent”), Bulldog Properties Trust, a Maryland real estate investment trust (“MergerCo”), and Bulldog Properties, L.P., a Delaware limited partnership (“Merger Partnership”, and collectively with Parent and MergerCo, the “Acquiror”), each of the Guarantors, severally and not jointly, hereby unconditionally guarantees the prompt and complete payment when due of the payment obligations and the timely performance when required of all other obligations of Acquiror (if any), or any of its successors or assigns, that arise under the Merger Agreement to the Company and the Partnership or either of them (collectively, the “Obligations”), as follows: (i) with respect to Spo
