SECURITIES PURCHASE AGREEMENT BY AND AMONG LANDMARK APARTMENT TRUST OF AMERICA, INC., iSTAR APARTMENT HOLDINGS LLC AND BREDS II Q LANDMARK LLC Dated as of June 28, 2013Securities Purchase Agreement • July 5th, 2013 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 28, 2013, by and among LANDMARK APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (the “Corporation”), iSTAR APARTMENT HOLDINGS LLC, a Delaware limited liability company (together with its successors and assigns, “iStar”), and BREDS II Q LANDMARK LLC, a Delaware limited liability company (together with its successors and assigns, “BREDS”, and collectively with iStar, the “Purchasers” and each a “Purchaser”).
ContractPledge Agreement • July 5th, 2013 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • New York
This PLEDGE AGREEMENT (this “Agreement”), dated as of June 28, 2013, is made by and between Landmark Apartment Trust of America Holdings, LP, a Virginia limited partnership (the “Operating Partnership”), and Landmark Apartment Trust of America, Inc., a Maryland corporation and the general partner of the Operating Partnership (the “Pledgor,” and together with the Operating Partnership, the “Landmark Parties”), and iStar Apartment Holdings LLC, a Delaware limited liability company (“iStar”), acting for itself and as agent for the other iStar Group Holders, and BREDS II Q Landmark LLC, a Delaware limited liability company (“BREDS”), acting for itself and as agent for the other BREDS Holders (the iStar Group Holders and the BREDS Group Holders being referred to as the “Secured Parties”). Capitalized terms used and not defined herein will have the meanings given in the Series D Articles Supplementary, as defined below.
AMENDED AND RESTATED CORPORATE GOVERNANCE AGREEMENTCorporate Governance Agreement • July 5th, 2013 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • Maryland
THIS AMENDED AND RESTATED CORPORATE GOVERNANCE AGREEMENT (this “Agreement”), dated as of June 28, 2013, is made and entered into by and among: (i) LANDMARK 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”); (iv) DK LANDMARK, LLC, a Florida limited liability company (“DB”); (v) ISTAR APARTMENT HOLDINGS LLC, a Delaware limited liability company (“iStar Financial” and together with its Affiliates and permitted assignees and transferees, “iStar”); (vi) BREDS II Q LANDMARK LLC, a Delaware limited liability company (“BREDS Financial” and together with its Affiliates and permitted assignees and transferees, “BREDS”); (vii) Joseph G. Lubeck, solely for the purpose of Section 5(a) in his capacity as a holder of Capital Stock of the Company; and (viii) Edward M. Kobel, solely for the purpose of Section 5(a) in
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 5th, 2013 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • New York
SECOND AMENDMENT, dated as of June 28, 2013 (this “Agreement”), to the Credit Agreement (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), dated as of March 7, 2013, among LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LP, a Virginia limited partnership (the “Borrower”), LANDMARK APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (the “REIT”) and the other GUARANTORS from time to time party thereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, together with any successor administrative agent, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.
FOURTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, LPAgreement of Limited Partnership • July 5th, 2013 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • Virginia
This Fourth Amendment (this “Amendment”) to the Agreement of Limited Partnership of Landmark Apartment Trust of America Holdings, LP is made as of June 28, 2013, by Landmark 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 further amended by the Third Amendment thereto, dated as of August 3, 2012 (as so amended, the “Partnership Agreement”). Capitalized terms used an
