Gables Realty Limited Partnership Sample Contracts

Gables Realty Limited Partnership – Contract (August 24th, 2005)

ITEM 6. SELECTED FINANCIAL AND OPERATING INFORMATION The following table sets forth selected financial and operating information for Gables Realty Limited Partnership for each of the five years in the period ended December 31, 2004 which has been updated to reflect the application of the requirements of Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," to the sale of an apartment community in March 2005 and the sale of an apartment community in April 2005 that requires the results of the operations of these apartment communities be retroactively reclassified as discontinued operations in all periods presented. These reclassifications have no effect on the reported net income available to common shareholders in any prior period. Refer to Note 5 in our consolidated financial statements. The following information should be read in conjunction with our consolidated financial statements and notes thereto and Ma

Gables Realty Limited Partnership – SIXTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MARCH 31, 2005 BY AND AMONG GABLES REALTY LIMITED PARTNERSHIP, AS BORROWER, WACHOVIA CAPITAL MARKETS, LLC, AS SOLE LEAD ARRANGER AND SOLE BOOK RUNNER, WACHOVIA BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, PNC BANK, NATIONAL ASSOCIATION, AS CO- DOCUMENTATION AGENT, U.S. BANK, NATIONAL ASSOCIATION, AS CO-DOCUMENTATION AGENT, BANK OF AMERICA, N.A., AS CO‑SYNDICATION AGENT, WELLS FARGO BANK, N.A., AS CO-SYNDICATION AGENT AND THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 12.5, AS LENDERS (April 6th, 2005)
Gables Realty Limited Partnership – GABLES REALTY LIMITED PARTNERSHIP 5.00% Senior Notes due 2010 Underwriting Agreement dated March 10, 2005 WACHOVIA CAPITAL MARKETS, LLC GABLES REALTY LIMITED PARTNERSHIP 5.00% Senior Notes due 2010 UNDERWRITING AGREEMENT (March 17th, 2005)

Introductory. Gables Realty Limited Partnership, a Delaware limited partnership (the "Operating Partnership") of which the sole general partner is Gables GP, Inc. ("Gables GP"), a Texas corporation and a wholly-owned subsidiary of Gables Residential Trust, a Maryland real estate investment trust (the "REIT" and, together with the Operating Partnership and Gables GP, the "Company"), proposes to sell to the Underwriters named in Schedule 1 hereto (the "Underwriters"), for whom Wachovia Capital Markets, LLC is acting as representative, the aggregate principal amounts listed in Schedule 1 hereto of the Operating Partnership's debt securities identified in Schedule 2 hereto (the "Securities"), to be issued under that certain indenture, dated as of March 23, 1998, as supplemented by that certain Supplemental Indenture No. 1, dated as of March 23, 1998, Supplemental Indenture No. 4, dated as of February 22, 2001, Supplemental Indenture No. 5, dated as of July 8, 2002, Supplemental Indenture N

Gables Realty Limited Partnership – GABLES REALTY LIMITED PARTNERSHIP Issuer to WACHOVIA BANK, NATIONAL ASSOCIATION Trustee Supplemental Indenture No. 8 Dated as of March 14, 2005 of 5.00% Senior Notes Due 2010 (March 17th, 2005)

SUPPLEMENTAL INDENTURE NO. 8, dated as of March 14, 2005 (the "Supplemental Indenture"), between GABLES REALTY LIMITED PARTNERSHIP, a limited partnership organized under the laws of the State of Delaware (herein called the "Partnership"), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association and successor to First Union National Bank, as Trustee (herein called the "Trustee").

Gables Realty Limited Partnership – in income of joint ventures and gain on sale $ 15,259 $ 24,704 $ 30,124 $ 32,812 $ 46,715 (March 17th, 2005)
Gables Realty Limited Partnership – NOTICE OF PRESENTMENT AND SURRENDER OF 8.625% SERIES B PREFERRED UNITS AND INSTRUCTIONS FOR PAYMENT GABLES REALTY LIMITED PARTNERSHIP By: Certified or Regular Mail, Overnight Courier or Facsimile Transmission: To: Gables Residential Trust 2859 Paces Ferry Road Suite 1450 Atlanta, GA 30339 Telephone (770) 436-4600 Facsimile (678) 309-5589 ______________________ (October 17th, 2003)

This Notice of Presentment and Surrender must be signed by the registered holder(s) as their name(s) appear on the Series B Preferred Units in the records of the Partnership. If Series B Preferred Units to which this Notice of Presentment and Surrender relate are held of record by two or more joint holders, then all such holders must sign this Notice of Presentment and Surrender. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, then such person must set forth his or her full title below.

Gables Realty Limited Partnership – GABLES REALTY LIMITED PARTNERSHIP NOTICE OF REDEMPTION OF 8.625% SERIES B PREFERRED UNITS (October 17th, 2003)

NOTICE IS HEREBY GIVEN that, pursuant to Section 5 of Exhibit F to the Seventh Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”), of Gables Realty Limited Partnership, a Delaware limited partnership (the “Partnership”), the Partnership has called for redemption and will redeem on November 17, 2003 (the “Redemption Date”) all 2,000,000 of its outstanding 8.625% Series B Preferred Units (the “Preferred Units”) for a redemption price of $25.00 per unit, plus $0.36536458 in accrued and unpaid distributions thereon as of the Redemption Date, for an aggregate redemption price of $25.36536458 per Preferred Unit (the “Redemption Price”). Redemption of the Preferred Units is being made at the option of the Partnership pursuant to Section 5(a) of Exhibit F to the Partnership Agreement.

Gables Realty Limited Partnership – Contract (September 16th, 2003)

ITEM 6. SELECTED FINANCIAL AND OPERATING INFORMATION The following table sets forth selected financial and operating information for Gables Realty Limited Partnership for each of the five years in the period ended December 31, 2002 which has been updated to reflect (i) the application of the requirements of Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," to the sale of an apartment community in February 2003 that requires the results of the operations of this apartment community be retroactively reclassified as discontinued operations in all periods presented; and (ii) the adoption of SFAS No. 145, "Rescission of SFAS Nos. 4, 44 and 64, Amendment of SFAS No. 13, and Technical Corrections," in the first quarter of 2003 that results in the reclassification of the loss from the May 2002 early extinguishment of debt from extraordinary items to unusual items within continuing operations in our consolidated

Gables Realty Limited Partnership – FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 20, 2003 BY AND AMONG GABLES REALTY LIMITED PARTNERSHIP AND GABLES-TENNESSEE PROPERTIES, L.L.C., AS BORROWERS WACHOVIA SECURITIES, INC., AS SOLE LEAD ARRANGER AND SOLE BOOK RUNNER, WACHOVIA BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, JPMORGAN CHASE BANK, AS CO-DOCUMENTATION AGENT, PNC BANK, NATIONAL ASSOCIATION, AS CO-DOCUMENTATION AGENT, AMSOUTH BANK, AS SYNDICATION AGENT, AND THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 12.5, AS LENDERS (March 31st, 2003)

THIS FIFTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 20, 2003 by and among GABLES REALTY LIMITED PARTNERSHIP, a Delaware limited partnership ("Parent"), GABLES-TENNESSEE PROPERTIES, L.L.C., a Tennessee limited liability company ("Gables-TN"; Parent and Gables-TN are hereinafter referred to collectively as "Borrowers"), each of the financial institutions initially a signatory hereto together with their assignees pursuant to Section 12.5(d) (collectively, the "Lenders" and individually a "Lender"), and WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent (the "Agent"). WHEREAS, the Borrowers, Wachovia Bank, National Association and certain other lenders entered into that certain Fourth Amended and Restated Credit Agreement dated as of June 27, 2002, as amended to date (the "Fourth Amended Credit Agreement"); and WHEREAS, Borrowers have requested that Agent and the Lenders amend certain provisions of the Fourth Amended Credit Agreement; and WHEREAS, Agent, Borrowers

Gables Realty Limited Partnership – FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GABLES REALTY LIMITED PARTNERSHIP (November 15th, 2002)

THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GABLES REALTY LIMITED PARTNERSHIP ("Agreement"), dated as of September 27, 2002, is entered into by and among Gables GP, Inc. ("GGPI"), a Texas corporation, as the General Partner and the Persons whose names are set forth on Exhibit A as attached hereto, as the Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein. WHEREAS, the partnership was organized on October 15, 1993 by Arbor Properties, Inc., as general partner and Marcus E. Bromley as organizational limited partner; WHEREAS, by amendment dated January 19, 1994, Arbor Properties, Inc. withdrew from the Partnership and GGPI was admitted as a successor general partner; WHEREAS, by amendment dated January 26, 1994, the Limited Partners made certain contributions to the capital of the Partnership; WHEREAS, by amendment dated July 24, 1997, the General Partner, pursuant to and in accordance with Sect

Gables Realty Limited Partnership – GABLES RESIDENTIAL TRUST AND TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA REGISTRATION RIGHTS AGREEMENT September 27, 2002 REGISTRATION RIGHTS AGREEMENT (November 15th, 2002)

This REGISTRATION RIGHTS AGREEMENT dated September 27, 2002 (this "Agreement") is entered into by and among Gables Residential Trust, a Maryland real estate investment trust (the "Company"), and Teachers Insurance and Annuity Association of America, a New York Corporation ("TIAA"). The Company and TIAA are parties to the Securities Purchase Agreement dated September 27, 2002 (the "Securities Purchase Agreement"), which provides for the sale by the Company to TIAA of 1,600,000 shares of 7.875% Series C Cumulative Redeemable Preferred Shares of beneficial interest, par value $.01 per share (collectively, the "Securities"). As an inducement to TIAA to enter into the Securities Purchase Agreement, the Company agrees to provide to TIAA and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Securities Purchase Agreement. In consideration of the foregoing, the par

Gables Realty Limited Partnership – GABLES REALTY LIMITED PARTNERSHIP Issuer to WACHOVIA BANK, NATIONAL ASSOCIATION Trustee _________________________ Supplemental Indenture No. 7 Dated as of September 27, 2002 _________________________ $10,000,000 of 6.10% Senior Notes Due 2010 (November 15th, 2002)

SUPPLEMENTAL INDENTURE NO. 7, dated as of September 27, 2002 (the "Supplemental Indenture"), between GABLES REALTY LIMITED PARTNERSHIP, a limited partnership organized under the laws of the State of Delaware (herein called the "Partnership"), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association and successor to First Union National Bank, as Trustee (herein called the "Trustee").

Gables Realty Limited Partnership – GABLES RESIDENTIAL TRUST GABLES GP, INC. GABLES REALTY LIMITED PARTNERSHIP AND TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA SECURITIES PURCHASE AGREEMENT September 27, 2002 GABLES RESIDENTIAL TRUST GABLES GP, INC. GABLES REALTY LIMITED PARTNERSHIP SECURITIES PURCHASE AGREEMENT (November 15th, 2002)

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA 730 Third Avenue New York, NY 10017 Ladies and Gentlemen: Introductory. Gables Realty Limited Partnership, a Delaware limited partnership (the "Operating Partnership") of which the sole general partner is Gables GP, Inc. ("Gables GP"), a Texas corporation and a wholly-owned subsidiary of Gables Residential Trust, a Maryland real estate investment trust (the "REIT" and, together with the Operating Partnership and Gables GP, the "Company"), proposes to sell to Teachers Insurance and Annuity Association of America, a New York corporation ("TIAA"), (i) the Operating Partnership's debt securities identified in Schedule 1 attached hereto (the "Notes"), to be issued under the Indenture, dated as of March 23, 1998, which is attached hereto as Exhibit A, as supplemented by that certain First Supplemental Indenture, dated as of March 23, 1998, a Second Supplemental Indenture, dated as of September 30, 1998, a Third Supplemental I

Gables Realty Limited Partnership – GABLES REALTY LIMITED PARTNERSHIP Issuer to WACHOVIA BANK, NATIONAL ASSOCIATION Trustee _________________________ Supplemental Indenture No. 6 Dated as of September 27, 2002 _________________________ $30,000,000 of 5.86% Senior Notes Due 2009 (November 15th, 2002)

SUPPLEMENTAL INDENTURE NO. 6, dated as of September 27, 2002 (the "Supplemental Indenture"), between GABLES REALTY LIMITED PARTNERSHIP, a limited partnership organized under the laws of the State of Delaware (herein called the "Partnership"), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association and successor to First Union National Bank, as Trustee (herein called the "Trustee").

Gables Realty Limited Partnership – FOURTH AMENDED AND RESTATED CREDIT AGREEMENT among GABLES REALTY LIMITED PARTNERSHIP The Banks Listed Herein, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and Syndication Agent, WACHOVIA SECURITIES, INC. as Arranger, and JPMORGAN CHASE BANK, as Documentation Agent June 27, 2002 AMENDED AND RESTATED CREDIT AGREEMENT (August 14th, 2002)

This Fourth Amended and Restated Credit Agreement is an amendment and restatement of the $225,000,000 Amended and Restated Credit Agreement by and among the Borrowers, Wachovia Bank, N.A., First Union National Bank, Chase Bank of Texas, National Association, AmSouth Bank, Guaranty Federal Bank, F.S.B., PNC Bank, National Association, and Commerzbank AG, New York and Grand Cayman Branches, Wachovia Bank, N.A. , as the Administrative Agent, First Union National Bank, as Syndication Agent and Chase Bank of Texas, National Association, as Documentation Agent, dated as of May 13, 1998, as amended by First Amendment to Credit Agreement dated as of June 14, 1999 and Second Amendment to Credit Agreement dated as of November 23, 1999, as amended by that Second Amended and Restated Credit Agreement by and among Gables Realty Limited Partnership, Wachovia Bank, N.A., as Administrative Agent and as a Bank, First Union National Bank, as Syndication Agent and as a Bank, The Chase Manhattan Bank (suc

Gables Realty Limited Partnership – THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING SET FORTH IN THE INDENTURE (July 9th, 2002)

Exhibit 4.3 [Face of Security] UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE

Gables Realty Limited Partnership – THIRD AMENDED AND RESTATED CREDIT AGREEMENT (August 13th, 2001)

THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment and Restatement") is dated as of May 14, 2001, among GABLES REALTY LIMITED PARTNERSHIP, GABLES-TENNESSEE PROPERTIES, L.L.C., the BANKS listed on the signature pages hereof, WACHOVIA BANK, N.A., as Administrative Agent, FIRST UNION NATIONAL BANK, as Syndication Agent, and THE CHASE MANHATTAN BANK, as Documentation Agent and WACHOVIA BANK, N.A., FIRST UNION NATIONAL BANK, THE CHASE MANHATTAN BANK, AMSOUTH BANK, PNC BANK, NATIONAL ASSOCIATION, SOUTHTRUST BANK and BANK OF AMERICA, N.A., (collectively, the "Banks");

Gables Realty Limited Partnership – GABLES RESIDENTIAL TRUST Senior Executive Severance Agreement (May 15th, 2001)

AGREEMENT made as of this [INSERT DAY] day of [INSERT MONTH], 2001 by and among Gables Residential Trust, a Maryland business trust with its principal place of business in Atlanta, Georgia (the "Company"), and [INSERT NAME] (the "Executive"), an individual presently employed as the [INSERT TITLE] of the Company.

Gables Realty Limited Partnership – GABLES RESIDENTIAL TRUST Senior Executive Severance Agreement (May 15th, 2001)

AGREEMENT made as of this 30th day of March, 2001 by and among Gables Residential Trust, a Maryland business trust with its principal place of business in Atlanta, Georgia (the "Company"), and Dawn H. Severt (the "Executive"), an individual presently employed as the Vice President and Chief Accounting Officer of the Company.

Gables Realty Limited Partnership – ARTICLES OF MERGER (March 29th, 2001)

1 EXHIBIT 10.4 ARTICLES OF MERGER (PLAN ATTACHED) OF EAST APARTMENT MANAGEMENT, INC. INTO GABLES RESIDENTIAL SERVICES, INC. Pursuant to the provisions of Article 5.04 of the Texas Business Corporation Act, the undersigned corporations adopt the following Articles of Merger. An Agreement and Plan of Merger has been approved and adopted in accordance with the provisions of Article 5.03 of the Texas Business Corporation Act providing for the merger of East Apartment Management, Inc. and Gables Residential Services, Inc., resulting in Gables Residential Services, Inc. being the surviving corporation. The Agreement and Plan of Merger is set forth as Exhibit A hereto. 1. The names of the corporati

Gables Realty Limited Partnership – ARTICLES OF AMENDMENT (March 29th, 2001)

1 EXHIBIT 10.3 ARTICLES OF AMENDMENT OF CENTRAL APARTMENT MANAGEMENT, INC. March 31, 2000 Pursuant to the provisions of the Texas Business Corporation Act, Central Apartment Management, Inc. (the "Corporation") hereby amends its Articles of Incorporation, and for that purpose, submits the following statement: 1. The name of the corporation is Central Apartment Management, Inc. 2. Article 1 of the Articles of Incorporation is hereby amended so as to read as follows: The name of the corporation is Gables Residential Services, Inc. (the "Corporation"). 3. The amendment is adopted as of the date of the filing of these Articles of Amendment with the Secretary of State of the State of Texas.

Gables Realty Limited Partnership – UNDERWRITING AGREEMENT (February 23rd, 2001)

EXHIBIT 1.1 $150,000,000 GABLES REALTY LIMITED PARTNERSHIP 7.25% SENIOR NOTES DUE 2006 UNDERWRITING AGREEMENT DATED FEBRUARY 15, 2001 LEHMAN BROTHERS INC. CHASE SECURITIES INC. FIRST UNION SECURITIES, INC. LEGG MASON WOOD WALKER, INCORPORATED PNC CAPITAL MARKETS, INC. WACHOVIA SECURITIES, INC. $150,000,000 GABLES REALTY LIMITED PARTNERSHIP 7.25% Senior Notes due 2006 UNDERWRITING AGREEMENT February 15, 2001 LEHMAN BR

Gables Realty Limited Partnership – Supplemental Indenture No. 4 (February 23rd, 2001)

EXHIBIT 4.2 GABLES REALTY LIMITED PARTNERSHIP ISSUER to FIRST UNION NATIONAL BANK TRUSTEE ------------------------- Supplemental Indenture No. 4 Dated as of February 22, 2001 ------------------------- $150,000,000 of 7.25% Senior Notes Due 2006 SUPPLEMENTAL INDENTURE NO. 4, dated as of February 22, 2001 (the "Supplemental Indenture"), between GABLES REALTY LIMITED PARTNERSHIP, a limited partnership organized under the laws of the State of Delaware (herein called the "Partnership"), and FIRST UNION NATIONAL BANK, a

Gables Realty Limited Partnership – THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING SET FORTH IN THE INDENTURE (February 23rd, 2001)

EXHIBIT 4.3 [Face of Security] UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN TH

Gables Realty Limited Partnership – SECOND AMENDED AND RESTATED CREDIT AGREEMENT (November 13th, 2000)

SECOND AMENDED AND RESTATED CREDIT AGREEMENT among GABLES REALTY LIMITED PARTNERSHIP The Banks Listed Herein WACHOVIA BANK, N.A., as Administrative Agent, FIRST UNION NATIONAL BANK, as Syndication Agent, and THE CHASE MANHATTAN BANK as Documentation Agent August 14, 2000 TABLE OF CONTENTS AMENDED AND RESTATED CREDIT AGREEMENT Page ARTICLE I DEFINITIONS..............................................1 SECTION 1.01. Definitions..............................................

Gables Realty Limited Partnership – SECOND AMENDMENT TO CREDIT AGREEMENT (March 30th, 2000)

EXHIBIT 10. 19 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment") is dated as of the 23rd day of November, 1999 among GABLES REALTY LIMITED PARTNERSHIP (the "Borrower"), WACHOVIA BANK, N.A., as Administrative Agent (the "Administrative Agent"), FIRST UNION NATIONAL BANK, as Syndication Agent, CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as Documentation Agent and WACHOVIA BANK, N.A., FIRST UNION NATIONAL BANK, CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, PNC BANK, NATIONAL ASSOCIATION, AMSOUTH BANK OF ALABAMA and GUARANTY FEDERAL BANK, F.S.B. (collectively, the "Banks"); W I T N E S S E T H: WHEREAS, the Borrower, the Administrative Agent and the Banks executed and delivered that certain Amended and Restated Credit Agreement, dated as of Ma

Gables Realty Limited Partnership – FIRST AMENDMENT TO CREDIT AGREEMENT (August 13th, 1999)

FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment") is dated as of the 14th day of June, 1999 among GABLES REALTY LIMITED PARTNERSHIP (the "Borrower"), WACHOVIA BANK, N.A., as Administrative Agent (the "Administrative Agent"), FIRST UNION NATIONAL BANK, as Syndication Agent, CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as Documentation Agent and WACHOVIA BANK, N.A., FIRST UNION NATIONAL BANK, CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, COMMERZBANK AG, ATLANTA AGENCY, PNC BANK, NATIONAL ASSOCIATION, AMSOUTH BANK OF ALABAMA and GUARANTY FEDERAL BANK, F.S.B. (collectively, the "Banks"); W I T N E S S E T H: WHEREAS, the Borrower, the Administrative Agent and the Banks executed and delivered that certain Amended and Restated Credit Agreement, dated as of May 13, 1998 (the "Credit Agreement"); WHEREAS, the Borrower has requested and the

Gables Realty Limited Partnership – AGREEMENT OF LIMITED PARTNERSHIP (December 3rd, 1998)

FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GABLES REALTY LIMITED PARTNERSHIP THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GABLES REALTY LIMITED PARTNERSHIP ("Agreement"), dated as of November 12, 1998, is entered into by and among Gables GP, Inc. ("GGPI"), a Texas corporation, as the General Partner and the Persons whose names are set forth on Exhibit A as attached hereto, as the Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein. WHEREAS, the partnership was organized on October 15, 1993 by Arbor Properties, Inc., as general partner and Marcus E. Bromley as organizational limited partner; WHEREAS, by amendment dated January 19, 1994, Arbor Properties, Inc. withdrew from the Partnership and GGPI was admitted as a successor general p

Gables Realty Limited Partnership – FORWARD TREASURY LOCK AGREEMENT (November 13th, 1998)

FORWARD TREASURY LOCK AGREEMENT Amended on August 19, 1998 The purpose of this letter is to confirm the terms and conditions of the Forward Treasury Lock Transaction entered into between J.P. Morgan Securities Inc. ("JPMSI") and Gables Realty Limited Partnership (the "Counterparty") on the Trade Date specified below (the "Transaction"). This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation, together with all other documents referring to the ISDA Form of Master Agreement (Multicurrency-Cross Border)(the "ISDA Form")(each a "Confirmation") confirming transactions (the "Transactions") entered into between us (notwithstanding anything to the contrary in a Confirmation), shall supplement, form a part of, and be subject to an agreement in the form of the ISDA Form as if we had executed an agreemen

Gables Realty Limited Partnership – MORGAN GUARANTY TRUST COMPANY OF NEW YORK (November 13th, 1998)

Swap Transaction Date: 28 September 1998 The purpose of this agreement is to confirm the terms and conditions of the Swap Transaction entered into between: MORGAN GUARANTY TRUST COMPANY OF NEW YORK and GABLES REALTY LIMITED PARTNERSHIP on the Trade Date and identified by the Morgan Deal Number specified below (the 'Swap Transaction'). This letter agreement constitutes a 'Confirmation' as referred to in the agreement specified below. The definitions and provisions contained in the 1991 ISDA Definitions subject to the 1998 ISDA Supplement (as published by the International Swap Dealers Association, Inc.) are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. Morgan Guaranty Trust Company of New York is, together with other Uni

Gables Realty Limited Partnership – FORWARD TREASURY LOCK AGREEMENT (November 13th, 1998)

FORWARD TREASURY LOCK AGREEMENT Amended on September 30, 1998 The purpose of this letter is to confirm the terms and conditions of the Forward Treasury Lock Transaction entered into between J.P. Morgan Securities Inc. ("JPMSI") and Gables Realty Limited Partnership (the "Counterparty") on the Trade Date specified below (the "Transaction"). This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation, together with all other documents referring to the ISDA Form of Master Agreement (Multicurrency-Cross Border)(the "ISDA Form")(each a "Confirmation") confirming transactions (the "Transactions") entered into between us (notwithstanding anything to the contrary in a Confirmation), shall supplement, form a part of, and be subject to an agreement in the form of the ISDA Form as if we had executed an agreem

Gables Realty Limited Partnership – UNDERWRITING AGREEMENT (October 9th, 1998)

1 EXHIBIT 1.1 $15,000,000 GABLES REALTY LIMITED PARTNERSHIP 6.600% SENIOR NOTES DUE 2001 UNDERWRITING AGREEMENT DATED OCTOBER 5, 1998 PAINEWEBBER INCORPORATED 2 $15,000,000 GABLES REALTY LIMITED PARTNERSHIP 6.600% Senior Notes due 2001 UNDERWRITING AGREEMENT October 5, 1998 PAINEWEBBER INCORPORATED 1285 Avenue of the Americas New York, New York 10019 Ladies and Gentlemen: INTRODUCTORY. Gables Realty Limited Partnership, a Delaware limited partnership (the "Operating Partnership") of which the sole general partner is Gables GP, Inc. ("Gables GP"), a Texas corporation an

Gables Realty Limited Partnership – THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING SET FORTH IN THE INDENTURE (October 9th, 1998)

1 EXHIBIT 4.3 [Face of Security] UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC"), 55 WATER STREET, NEW YORK, NEW YORK TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGI

Gables Realty Limited Partnership – 6.55% SENIOR NOTES DUE 2000 (October 7th, 1998)

1 Exhibit 1.1 $50,000,000 GABLES REALTY LIMITED PARTNERSHIP 6.55% SENIOR NOTES DUE 2000 UNDERWRITING AGREEMENT DATED SEPTEMBER 30, 1998 PAINEWEBBER INCORPORATED CHASE SECURITIES INC. J.P. MORGAN SECURITIES INC. 2 $50,000,000 GABLES REALTY LIMITED PARTNERSHIP 6.55% Senior Notes due 2000 UNDERWRITING AGREEMENT September 30, 1998 PAINEWEBBER INCORPORATED CHASE SECURITIES INC. J.P. MORGAN SECURITIES INC. c/o PAINEWEBBER INCORPORATED 1285 Avenue of the Americas New York, New York 10019 Ladies and Gentlemen: INTRODUCTORY. Gables R

Gables Realty Limited Partnership – THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING SET FORTH IN THE INDENTURE (October 7th, 1998)

1 EXHIBIT 4.3 [Face of Security] UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC"), 55 WATER STREET, NEW YORK, NEW YORK TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGI