AVALONBAY COMMUNITIES, INC. Medium-Term Notes Due Nine Months Or More From Date Of Issue Amended and Restated Distribution Agreement December 16, 2013 BARCLAYS CAPITAL INC. DEUTSCHE BANK SECURITIES INC. GOLDMAN, SACHS & CO. J.P. MORGAN SECURITIES LLC...Distribution Agreement • December 16th, 2013 • Avalonbay Communities Inc • Real estate investment trusts • New York
AvalonBay Communities, Inc., a Maryland corporation (the “Company”), confirms its agreement with Barclays Capital Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC (each, an “Agent” and collectively,
AVALONBAY COMMUNITIES, INC. Medium-Term Notes Due Nine Months or More From Date of Issue TERMS AGREEMENTTerms Agreement • December 16th, 2013 • 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.” J.P. Morgan Securities LLC, Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated have agreed to act as the representatives (the “Representatives”) 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 5:42 p.m. E
