American Campus Communities Operating Partnership LP Fully and Unconditionally Guaranteed by American Campus Communities, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • March 28th, 2013 • American Campus Communities Operating Partnership LP • Real estate investment trusts • New York
American Campus Communities Operating Partnership LP, a Maryland limited partnership (the “Operating Partnership”) proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $400,000,000 aggregate principal amount of the Operating Partnership’s 3.750% Senior Notes due 2023 (the “Notes”). The Notes will be fully and unconditionally guaranteed as to payment of the principal thereof, and premium, if any, and interest thereon (the “Guarantee”, and together with the Notes, the “Securities”) by American Campus Communities, Inc., a Maryland corporation (the “Company”). The Securities will be issued pursuant to an indenture (the “Base Indenture”), to be dated as of the Closing Date (as defined below), among the Operating Partnership, as issuer, the Company, as guarantor, and U.S. Bank as trustee (the “Trustee”), as supplemented by a supplemental indenture, to be dated as of the Clos
