AVALONBAY COMMUNITIES, INC. Medium-Term Notes Due Nine Months or More From Date of Issue TERMS AGREEMENTTerms Agreement • December 14th, 2012 • Avalonbay Communities Inc • Real estate investment trusts
Reference is made to that certain Distribution Agreement dated as of September 6, 2012 (including any exhibits and schedules thereto, the “Distribution Agreement”), by and among AvalonBay Communities, Inc., a Maryland corporation (the “Company” or “AvalonBay”) and the agents named therein. The entities listed on Schedule 1 hereto are collectively referred to herein as the “Agents.” Goldman, Sachs & Co. has agreed to act as the representative (the “Representative”) of the Agents in connection with this Terms Agreement (this “Agreement”). Capitalized terms used, but not defined, in this Agreement are used in this Agreement as defined in the Distribution Agreement. This Agreement is one of the Written Terms Agreements referred to in Section 4(a) of the Distribution Agreement. The first offer of Notes for purposes of the term “Time of Sale Prospectus” under the Distribution Agreement shall be 1:20 p.m. Eastern Time.
