Page ---- Stated Maturity...................................................... ...................... 12 Strategic Investee................................... ...................................... 13 Subsidiary..............................Security Capital U S Realty • April 19th, 1999 • Insurance agents, brokers & service • New York
SECURITY CAPITAL U.S. REALTY Issuer TO STATE STREET BANK AND TRUST COMPANY Trustee IndentureSecurity Capital U S Realty • June 14th, 1999 • Real estate investment trusts • New York
SUBSCRIPTION AGREEMENT by and amongSubscription Agreement • December 31st, 1997 • Security Capital U S Realty • Insurance agents, brokers & service • Maryland
BY AND AMONGSubscription Agreement • July 8th, 1998 • Security Capital U S Realty • Insurance agents, brokers & service • Florida
THIS ADVISORY AGREEMENT dated July 1, 1997 (herein as amended, modified or supplemented from time to time in accordance with the terms hereof, this "Agreement"), between SECURITY CAPITAL U.S. REALTY (the "Company"), a societe ---------- -------...Advisory Agreement • May 28th, 1999 • Security Capital U S Realty • Real estate investment trusts • Luxembourg
BACKGROUND:Stockholders Agreement • December 11th, 1997 • Security Capital U S Realty • Insurance agents, brokers & service
Exhibit 11 SUBSCRIPTION AGREEMENTSubscription Agreement • May 6th, 1998 • Security Capital U S Realty • Insurance agents, brokers & service • Maryland
SECTION 4. Interest on the 2003 Convertible Notes will be payable semi- annually at the rate of 2% per annum on the aggregate principal amount at maturity of the 2003 Convertible Notes in cash in arrears (on the basis of a 360-day year or twelve...First Supplemental Indenture • May 28th, 1999 • Security Capital U S Realty • Real estate investment trusts
BACKGROUND:Stockholders Agreement • October 2nd, 1998 • Security Capital U S Realty • Insurance agents, brokers & service
Exhibit 4.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of May 22, 1998, by and among Security Capital U.S. Realty, a Luxembourg corporation (the "Company"), and Goldman, Sachs & Co....Registration Rights Agreement • June 30th, 1999 • Security Capital U S Realty • Real estate investment trusts • New York
July 28, 2000 Mr. Thomas A. Carr President and Chief Executive Officer CarrAmerica Realty Corporation 1850 K Street, N.W. Washington, D.C. 20006 Dear Tom: Reference is made to the Stockholders Agreement, dated as of April 30, 1996, by and among Carr...Security Capital U S Realty • September 27th, 2000 • Real estate investment trusts
Exhibit 8 SECOND AMENDMENT TO STRATEGIC ALLIANCE AGREEMENT THIS SECOND AMENDMENT TO STRATEGIC ALLIANCE AGREEMENT (the "Amendment"), dated as of November 20, 1997, is made by and among Storage USA, Inc., a Tennessee corporation (the "Com- pany"), SUSA...Strategic Alliance Agreement • December 4th, 1997 • Security Capital U S Realty • Insurance agents, brokers & service
350,000,000 REVOLVING CREDIT AND SWINGLINE FACILITY for SECURITY CAPITAL HOLDINGS S.A. and COMMERZBANK AKTIENGESELLSCHAFT as Arranger andFacility Agreement • April 5th, 2000 • Security Capital U S Realty • Real estate investment trusts • New York
ARTICLE IShareholder Voting Agreement • October 2nd, 1998 • Security Capital U S Realty • Insurance agents, brokers & service • Florida
Page 15 of 21 Exhibit 9.1 AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT THIS AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT (the "Amendment") dated as of February 28, 1999, is made by and among Regency Realty Corporation, a Florida corporation...Registration Rights Agreement • March 5th, 1999 • Security Capital U S Realty • Insurance agents, brokers & service
Exhibit 13 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto)...Joint Filing Agreement • August 4th, 2000 • Security Capital U S Realty • Real estate investment trusts
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the common stock, par value $0.01 per share, of CarrAmerica Realty Corporation, a Maryland corporation, and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In addition, each party to this Agreement expressly agrees that such Statement will be filed on behalf of each of them and authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement.
EXHIBIT 8.5 TRANSFER RESTRICTION AGREEMENT THIS TRANSFER RESTRICTION AGREEMENT, dated as of September 23, 1998, is entered into by and among Security Capital Holdings, S.A., a Luxembourg corporation ("SCH"), and Regency Realty Corporation, a Florida...Transfer Restriction Agreement • October 2nd, 1998 • Security Capital U S Realty • Insurance agents, brokers & service • Florida
July 7, 2000 Mr. Dean Jernigan Chairman, President and Chief Executive Officer Storage USA, Inc. 165 Madison Avenue, Suite 1300 Memphis, Tennessee 38103 Dear Dean: Reference is made to the Strategic Alliance Agreement, dated as of March 19, 1996, by...Security Capital U S Realty • September 27th, 2000 • Real estate investment trusts
June 14, 2000 Mr. Martin E. Stein Jr. Chairman and Chief Executive Officer Regency Realty Corporation 121 W. Forsyth Street, Suite 200 Jacksonville, FL 32202 Dear Hap: Reference is made to the Stockholders Agreement, dated as of July 10, 1996, by and...Stockholders Agreement • September 27th, 2000 • Security Capital U S Realty • Real estate investment trusts
July 28, 2000 Mr. Thomas A. Carr President and Chief Executive Officer CarrAmerica Realty Corporation 1850 K Street, N.W. Washington, D.C. 20006 Dear Tom: This letter is to confirm our mutual understanding and agreement as follows in connection with...Security Capital U S Realty • August 4th, 2000 • Real estate investment trusts
This letter is to confirm our mutual understanding and agreement as follows in connection with that certain Stockholders Agreement, dated as of April 30, 1996, by and among Carr Realty Corporation (now known as CarrAmerica Realty Corporation) (the "Company"), Carr Realty, L.P., Security Capital Holdings S.A. and Security Capital U.S. Realty (as the same has been heretofore amended, the "Stockholders Agreement"), and shall for all purposes constitute an amendment to the Stockholders Agreement. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Stockholders Agreement.
WAIVERSecurity Capital U S Realty • March 5th, 1999 • Insurance agents, brokers & service
EXHIBIT 8.1 AGREEMENT AND PLAN OF MERGER DATED AS OF SEPTEMBER 23, 1998 BY AND BETWEEN REGENCY REALTY CORPORATIONAgreement and Plan of Merger • October 2nd, 1998 • Security Capital U S Realty • Insurance agents, brokers & service
