APARTMENT TRUST OF AMERICA, INC. EMPLOYMENT AGREEMENT (Joseph Lubeck)Employment Agreement • August 8th, 2012 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (hereinafter referred to as the “Company”), and JOSEPH LUBECK (hereinafter referred to as the “Executive”) and is effective as of the Effective Date defined in Section 1 below.
INTEREST CONTRIBUTION AGREEMENT by and among THE PERSONS AND ENTITIES IDENTIFIED ON SCHEDULE A HERETO, as the Contributors, ELCO LANDMARK RESIDENTIAL MANAGEMENT, LLC, as the Contributors’ Representative, APARTMENT TRUST OF AMERICA HOLDINGS, L.P., as...Interest Contribution Agreement • August 8th, 2012 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • New York
This INTEREST CONTRIBUTION AGREEMENT (this “Agreement”), dated as of August 3, 2012, is made and entered into by and among the persons and entities identified as the Contributors on Schedule A hereto (collectively, the “Contributors”), Elco Landmark Residential Management, LLC, a Delaware limited liability company (“ELRM” or the “Contributors’ Representative”), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (“ATA Holdings” or the “Purchaser”) and Apartment Trust of America, Inc., a Maryland corporation (“ATA”). The Contributors, the Contributors’ Representative, the Purchaser and ATA are referred to herein collectively as the “Parties” and individually as a “Party.”
FORM OF TAX PROTECTION AGREEMENTTax Protection Agreement • August 8th, 2012 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • New York
THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of , 2012 by and among APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (the “REIT”), APARTMENT TRUST OF AMERICA HOLDINGS, L.P., a Virginia limited partnership (the “Partnership”), and (the “Contributor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2012 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • New York
This Registration Rights Agreement (this “Agreement”), is made and entered into as of August 3, 2012, by and among APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (the “Company”), 2335887 LIMITED PARTNERSHIP, an Ontario limited partnership (“OPTrust”) and DK LANDMARK, LLC, a Florida limited liability company (“DeBartolo”) (collectively, the “Investors” and each individually, an “Investor”).
INTEREST CONTRIBUTION AGREEMENT by and among DK BAY BREEZE, LLC, a Florida limited liability company the Contributor, DEBARTOLO DEVELOPMENT, LLC, a Delaware limited liability company, as the Contributor’s Representative, APARTMENT TRUST OF AMERICA...Interest Contribution Agreement • August 8th, 2012 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • New York
THIS INTEREST CONTRIBUTION AGREEMENT (this “Agreement”) is made effective as of August 3, 2012 (the “Effective Date”), by and among (i) DK BAY BREEZE, LLC, a Florida limited liability company (the “Contributor”), (ii) DEBARTOLO DEVELOPMENT, LLC, a Delaware limited liability company (the “Contributor’s Representative”), (iii) APARTMENT TRUST OF AMERICA HOLDINGS, L.P., a Virginia limited partnership, or its successors and assigns (the “Partnership”), and (iv) APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (“ATA”).
FORM OF LOAN INDEMNIFICATION AGREEMENT [[Property Name]]Loan Indemnification Agreement • August 8th, 2012 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • New York
This LOAN INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of the day of , 2012, by Landmark Apartment Trust of America, Inc. (f/k/a Apartment Trust of America, Inc.), a Maryland corporation (“LAT”) and Landmark Apartment Trust of America Holdings, L.P. (f/k/a Apartment Trust of America Holdings, L.P.), a Virginia limited partnership, (“LAT Holdings” and, together with LAT, the “LAT Parties” or the “Indemnitor”), in favor of the Guarantor.
NEITHER THIS WARRANT NOR ANY UNDERLYING SECURITIES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND NEITHER THIS WARRANT NOR ANY UNDERLYING SECURITIES MAY BE OFFERED FOR SALE OR...Warrant Agreement • August 8th, 2012 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • New York
THIS WARRANT IS NOT DETACHABLE FROM THE SHARES OF PREFERRED STOCK OF THE ISSUER WITH WHICH IT HAS BEEN ISSUED, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED HEREIN.
SECURITIES PURCHASE AGREEMENT BY AND AMONG APARTMENT TRUST OF AMERICA, INC., 2335887 LIMITED PARTNERSHIP, DK LANDMARK, LLC AND SOLELY FOR CERTAIN LIMITED PURPOSES SET FORTH HEREIN, ELCO LANDMARK RESIDENTIAL HOLDINGS LLC Dated as of August 3, 2012Securities Purchase Agreement • August 8th, 2012 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 3, 2012, by and among APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (the “Corporation”), 2335887 LIMITED PARTNERSHIP, an Ontario limited partnership (“OPTrust”), DK LANDMARK, LLC, a Florida limited liability company (“DeBartolo” and, together with OPTrust, the “Purchasers” and each a “Purchaser”), and ELCO LANDMARK RESIDENTIAL HOLDINGS LLC, a Delaware limited liability company (“ELRH”), solely for the purposes of Section 5.4 (Lender Consents), Section 6.2(b), Section 8.2(e), Section 8.2(f), Section 8.3 (Items to Be Delivered by ELRH), Section 9.12 (Access), Section 9.16 (Use of Proceeds), Section 9.18 (Affiliate Transactions), Section 10.2(b) (and the other provisions of Article X (Survival and Indemnification) to the extent relating thereto) and Article XI (Miscellaneous), and the definitions and other provisions of Article I (Interpretation) to the extent relating to any of the foregoing.
FORM OF LONG TERM INCENTIVE PLAN UNIT VESTING AGREEMENT (Under the Apartment Trust of America, Inc. 2012 Other Equity-Based Award Plan) Dated: August 3, 2012Long Term Incentive Plan Unit Vesting Agreement • August 8th, 2012 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • Virginia
On the Grant Date specified above, pursuant to the Apartment Trust of America, Inc. 2012 Other Equity-Based Award Plan (the “Plan”) and the Agreement of Limited Partnership (as amended through the date hereof, the “Partnership Agreement”) of Apartment Trust of America Holdings, LP, a Virginia limited partnership (the “Operating Partnership”), Apartment Trust of America, Inc., a Maryland corporation and the sole general partner of the Operating Partnership (the “Company” or the “General Partner”), and for the provision of services to or for the benefit of the Operating Partnership in a partner capacity or in anticipation of being a partner, hereby grants to the Grantee named above an Other Equity-Based Award (as defined in the Plan) (an “Award”) in the form of, and by causing the Operating Partnership to issue to the Grantee named above, the number of LTIP Units specified above having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and
SUPPORT SERVICES AGREEMENTSupport Services Agreement • August 8th, 2012 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • Virginia
This SUPPORT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of August 3, 2012, by and between ATA PROPERTY MANAGEMENT, LLC, a limited liability company formerly known as MR Property Management, LLC (“ATAPM”), and ELCO LANDMARK RESIDENTIAL MANAGEMENT LLC, a Delaware limited liability company (“ELRM”).
THIRD AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LPAgreement of Limited Partnership • August 8th, 2012 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • Virginia
This Third Amendment to the Agreement of Limited Partnership of Landmark Apartment Trust of America Holdings, LP (this “Amendment”) is made as of August 3, 2012, by Apartment Trust of America, Inc., a Maryland corporation, as general partner (the “General Partner”) of Landmark Apartment Trust of America Holdings, LP, a Virginia limited partnership (the “Partnership”), pursuant to authority granted to the General Partner in Section 11.01 of the Agreement of Limited Partnership of Landmark Apartment Trust of America Holdings, LP (f/k/a Apartment Trust of America Holdings, LP, Grubb & Ellis Apartment REIT Holdings, LP and NNN Apartment REIT Holdings, L.P.), dated as of December 27, 2005, as amended by the First Amendment thereto, dated as of June 3, 2010, as further amended by the Second Amendment thereto, dated as of June 28, 2011 (as so amended, the “Partnership Agreement”). Capitalized terms used and not defined shall have the meanings set forth in the Partnership Agreement.
LOAN INDEMNIFICATION AGREEMENT ESPLANDE APARTMENTSLoan Indemnification Agreement • August 8th, 2012 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • New York
This LOAN INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of the day of , 2012, by Landmark Apartment Trust of America, Inc. (f/k/a Apartment Trust of America, Inc.), a Maryland corporation (“ATA”) and Landmark Apartment Trust of America Holdings, L.P. (f/k/a Apartment Trust of America Holdings, L.P.), a Virginia limited partnership, (“ATA Holdings” and, together with ATA, the “ATA Parties” or the “Indemnitor”), in favor of DeBartolo Real Estate Investments, LLC, a Florida limited liability company (the “Guarantor”).
CORPORATE GOVERNANCE AGREEMENTCorporate Governance • August 8th, 2012 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • Maryland
THIS CORPORATE GOVERNANCE AGREEMENT (this “Agreement”), dated as of August 3, 2012, is made and entered into by and among: (i) Apartment Trust of America, Inc., a Maryland corporation (the “Company”); (ii) Elco Landmark Residential Holdings LLC, a Delaware limited liability company (“EL”); (iii) 2335887 Limited Partnership, an Ontario limited partnership (“OPT”); and (iv) DK LANDMARK, LLC, a Florida limited liability company ( “DB”). The Company, EL, OPT and DB are each referred to herein as a “Party” and collectively as the “Parties.”
ADVISORY TERMINATION AGREEMENT AND MUTUAL RELEASE by and among APARTMENT TRUST OF AMERICA, INC., APARTMENT TRUST OF AMERICA HOLDINGS, L.P. ROC REIT ADVISORS, LLC, STANLEY J. OLANDER, GUSTAV G. REMPPIES, AND DAVID CARNEALAdvisory Termination Agreement • August 8th, 2012 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • Virginia
This Advisory Termination Agreement and Mutual Release (this “Agreement”), is entered into as of August 3, 2012 by and among Apartment Trust of America, Inc., a Maryland corporation (“ATA”), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (“ATA Holdings”), ROC REIT Advisors, LLC, a Virginia limited liability company (the “Advisor”), Stanley J. Olander, an individual residing in Richmond, Virginia (“Olander”), Gustav G. Remppies, an individual residing in Richmond, Virginia (“Remppies”), and David Carneal, an individual residing in Richmond, Virginia (“Carneal”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2012 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • New York
This Registration Rights Agreement (this “Agreement”), is made and entered into as of August 3, 2012, by and among Apartment Trust of America, Inc., a Maryland corporation (the “Company”) and each of the Holders (as defined below) from time to time party hereto.
MASTER CONTRIBUTION AND RECAPITALIZATION AGREEMENT BY AND AMONG APARTMENT TRUST OF AMERICA, INC., APARTMENT TRUST OF AMERICA HOLDINGS., L.P., ELCO LANDMARK RESIDENTIAL HOLDINGS LLC, AND ELCO LANDMARK RESIDENTIAL MANAGEMENT LLC AUGUST 3, 2012Master Contribution and Recapitalization Agreement • August 8th, 2012 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • New York
This MASTER CONTRIBUTION AND RECAPITALIZATION AGREEMENT (“Agreement”), dated as of August 3, 2012, is made and entered into by and among Apartment Trust of America, Inc., a Maryland corporation (“ATA”), Apartment Trust of America Holdings, L.P., a Virginia limited partnership (“ATA Holdings” and, together with ATA, the “ATA Parties”), Elco Landmark Residential Holdings LLC, a Delaware limited liability company (“EL”) and Elco Landmark Residential Management LLC, a Delaware limited liability company (“ELRM” and, together with EL, the “EL Parties”). ATA, ATA Holdings, EL and ELRM are referred to herein collectively as the “Parties” and individually as a “Party.”
