Exhibit A AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G The undersigned hereby agree as follows: (i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of...Lazard Freres Real Estate Investors LLC • January 27th, 2003 • Real estate investment trusts
Company FiledJanuary 27th, 2003 Industry
PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement"), dated April 20, 2000, is by and between Security Capital Preferred Growth Incorporated, a Maryland corporation (the "Purchaser"), Prometheus AAPT Holdings, L.L.C., a Delaware limited...Purchase Agreement • May 8th, 2000 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts • Delaware
Contract Type FiledMay 8th, 2000 Company Industry Jurisdiction
RECITALSVoting Agreement • June 24th, 2002 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts • New York
Contract Type FiledJune 24th, 2002 Company Industry Jurisdiction
DATED AS OFAgreement and Plan of Merger • January 6th, 2003 • Lazard Freres Real Estate Investors LLC • Services-nursing & personal care facilities • Delaware
Contract Type FiledJanuary 6th, 2003 Company Industry Jurisdiction
Exhibit 2 AMENDED AND RESTATED LOAN AGREEMENT Dated as of February 8, 2001 by and between LFSRI II SPV REIT CORP. and SENIOR QUARTERS FUNDING CORP. collectively, (as Borrower)Loan Agreement • February 27th, 2001 • Lazard Freres Real Estate Investors LLC • General bldg contractors - residential bldgs • New York
Contract Type FiledFebruary 27th, 2001 Company Industry Jurisdiction
EXHIBIT 1 --------- AMENDMENT NO.1 TO AGREEMENT AND PLAN OF MERGER Amendment No. 1 (the "AMENDMENT NO. 1"), dated as of July 26, 2002, to the AGREEMENT AND PLAN OF MERGER (the "MERGER AGREEMENT"), dated as of June 23, 2002, by and between PSCO...Agreement and Plan of Merger • July 29th, 2002 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts • Maryland
Contract Type FiledJuly 29th, 2002 Company Industry Jurisdiction
EXHIBIT 1 JOINT FILING AGREEMENT According to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including...Joint Filing Agreement • February 8th, 2002 • Lazard Freres Real Estate Investors LLC • Hotels & motels
Contract Type FiledFebruary 8th, 2002 Company IndustryAccording to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Suburban Lodges of America, Inc. and further agree that this Joint Filing Agreement be included as an exhibit to such joint filing. Each party to this Joint Filing Agreement expressly authorizes InTown Holding Company L.L.C. to file on such party's behalf, subject to such party's prior review and approval, any and all amendments to such Statement. Each such party undertakes to notify InTown Holding Company L.L.C. of any changes with respect to such party giving rise to an obligation to file an amendment to Schedule 13D, and it is understood that in connection with this Statement and all amendments thereto each such party shall be responsible only for information supplied by such party.
EXHIBIT 99.1 EXECUTION COPY PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement"), dated as of February 3, 2004, is by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (the "Purchaser"), and Commonwealth...Purchase Agreement • February 6th, 2004 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts • Delaware
Contract Type FiledFebruary 6th, 2004 Company Industry Jurisdiction
RECITALSLoan Agreement • July 29th, 2002 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts • New York
Contract Type FiledJuly 29th, 2002 Company Industry Jurisdiction
CT Investment Management Co., LLC c/o Capital Trust, Inc. 410 Park Avenue 14th Floor New York, New York 10022Lazard Freres Real Estate Investors LLC • January 6th, 2003 • Services-nursing & personal care facilities
Company FiledJanuary 6th, 2003 Industry
JOINT FILING AGREEMENTJoint Filing Agreement • December 9th, 1999 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts
Contract Type FiledDecember 9th, 1999 Company IndustryIn accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Center Trust, Inc., a Maryland corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
EXHIBIT 1 OMNIBUS AMENDMENT THIS OMNIBUS AMENDMENT (this "Amendment") is made as of the 24th day of April, 2000 by and among CAPITAL TRUST, INC., a Maryland corporation, having an address at 605 Third Avenue, New York, New York 10016, Attention: Loan...Lazard Freres Real Estate Investors LLC • February 27th, 2001 • Real estate investment trusts • New York
Company FiledFebruary 27th, 2001 Industry Jurisdiction
Exhibit 4 4(e) (Atria, Kapson, ARV Lines) PLEDGE AND SECURITY AGREEMENT (MEMBERSHIP INTERESTS) THIS PLEDGE AND SECURITY AGREEMENT (this "AGREEMENT") dated as of July 11, 2002 is by and between CTMPII FC LF (MS), a Cayman Islands exempted company...Pledge and Security Agreement • July 29th, 2002 • Lazard Freres Real Estate Investors LLC • Services-nursing & personal care facilities • New York
Contract Type FiledJuly 29th, 2002 Company Industry Jurisdiction
EXHIBIT 4 --------- AMENDMENT NO. 1 TO CO-INVESTMENT AGREEMENT Amendment No. 1 (the "AMENDMENT NO. 1"), dated as of July 26, 2002, to the CO-INVESTMENT AGREEMENT (the "CO-INVESTMENT AGREEMENT") dated as of June 23, 2002, by and among PROMETHEUS...Investment Agreement • July 29th, 2002 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts • New York
Contract Type FiledJuly 29th, 2002 Company Industry Jurisdiction
BETWEENAgreement and Plan of Merger • November 6th, 2002 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts • Maryland
Contract Type FiledNovember 6th, 2002 Company Industry Jurisdiction
CONFORMED COPY SUPPORT AGREEMENT dated as of April 19, 1998, between KAPSON SENIOR QUARTERS CORP., a Delaware corporation ("Parent"), KA ACQUISITION CORP., a Delaware corporation ("Sub"), and the individuals and other parties listed on Schedule A...Support Agreement • April 29th, 1998 • Lazard Freres Real Estate Investors LLC • Services-offices & clinics of doctors of medicine • Delaware
Contract Type FiledApril 29th, 1998 Company Industry Jurisdiction
RECITALSCustodial Agreement • July 29th, 2002 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts • New York
Contract Type FiledJuly 29th, 2002 Company Industry Jurisdiction
ACKNOWLEDGMENT --------------Lazard Freres Real Estate Investors LLC • February 27th, 2001 • Real estate investment trusts
Company FiledFebruary 27th, 2001 Industry
JOINT FILING AGREEMENTJoint Filing Agreement • December 9th, 1999 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts
Contract Type FiledDecember 9th, 1999 Company IndustryIn accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Shares, par value $0.01 per share, of Brandywine Realty Trust, a Maryland real estate investment trust, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
LAZARD FRERES & CO. LLCJoint Filing Agreement • December 9th, 1999 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts
Contract Type FiledDecember 9th, 1999 Company IndustryIn accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $1.00 per share, of United Dominion Realty Trust, Inc., a Virginia corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
CONFORMED COPY FIRST AMENDMENT, dated as of May 19, 1998 (the "First Amendment"), to the Agreement and Plan of Merger dated as of April 19, 1998 (the "Merger Agreement") among KAPSON SENIOR QUARTERS CORP., a Delaware corporation ("Parent"), KA...Lazard Freres Real Estate Investors LLC • May 27th, 1998 • Services-offices & clinics of doctors of medicine • Delaware
Company FiledMay 27th, 1998 Industry Jurisdiction
ARTICLE II VOTING AGREEMENT AND IRREVOCABLE PROXYStockholders Voting Agreement • November 6th, 2002 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts • New York
Contract Type FiledNovember 6th, 2002 Company Industry Jurisdiction
WARRANTS)Pledge and Security Agreement • July 29th, 2002 • Lazard Freres Real Estate Investors LLC • Services-nursing & personal care facilities • New York
Contract Type FiledJuly 29th, 2002 Company Industry Jurisdiction
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 18th, 1998 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts • Virginia
Contract Type FiledSeptember 18th, 1998 Company Industry Jurisdiction
DATED JUNE 17, 2002 AMONGSecurities Purchase Agreement • June 17th, 2002 • Lazard Freres Real Estate Investors LLC • General bldg contractors - residential bldgs • Delaware
Contract Type FiledJune 17th, 2002 Company Industry Jurisdiction
Exhibit A JOINT FILING AGREEMENT ---------------------- In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G...Joint Filing Agreement • October 26th, 1999 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts
Contract Type FiledOctober 26th, 1999 Company Industry
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the...Joint Filing Agreement • February 27th, 2001 • Lazard Freres Real Estate Investors LLC • General bldg contractors - residential bldgs
Contract Type FiledFebruary 27th, 2001 Company Industry
RECITALSVoting and Tender Agreement • June 24th, 2002 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts • New York
Contract Type FiledJune 24th, 2002 Company Industry Jurisdiction
RECITALSStockholders' Rights Agreement • November 6th, 2002 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts • New York
Contract Type FiledNovember 6th, 2002 Company Industry Jurisdiction
EXHIBIT 1 --------- AGREEMENT AND PLAN OF MERGER BY AND BETWEEN PSCO ACQUISITION CORP.Agreement and Plan of Merger • June 24th, 2002 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts • Maryland
Contract Type FiledJune 24th, 2002 Company Industry Jurisdiction
EXECUTION COPY WAIVER AND RELEASE AGREEMENT WAIVER AND RELEASE AGREEMENT, dated as of August 14, 2001 (this "Agreement"), by and between United Dominion Realty Trust, Inc., a Virginia corporation (the "Company"), and LF Strategic Realty Investors...Waiver and Release Agreement • August 20th, 2001 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts • New York
Contract Type FiledAugust 20th, 2001 Company Industry Jurisdiction
CUSTODIAN AGREEMENT This Agreement is made on 17 November 1999 between (1) MERRILL LYNCH INTERNATIONAL (the "Custodian") and (2) LF Strategic Realty Investors L.P., Prometheus AAPT Holdings, L.L.C. and Prometheus Western Retail, LLC, acting jointly...Custodian Agreement • December 9th, 1999 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts • New York
Contract Type FiledDecember 9th, 1999 Company Industry Jurisdiction
AMENDMENT AMENDMENT (this "Amendment") to the LIMITED LIABILITY COMPANY AGREEMENT (the "LLC Agreement") of Prometheus Extended Stay L.L.C., a Delaware limited liability company (the "Company"), adopted by LFSRI II Extended Stay L.L.C., a Delaware...Limited Liability Company Agreement • May 12th, 2000 • Lazard Freres Real Estate Investors LLC • Real estate investment trusts • Delaware
Contract Type FiledMay 12th, 2000 Company Industry Jurisdiction
EXHIBIT I TO AMENDMENT No. 9 Prometheus Homebuilders LLC c/o Lazard Freres Real Estate Investors L.L.C. Thirty Rockefeller Plaza New York, New York 10020Recognition Agreement • August 10th, 2001 • Lazard Freres Real Estate Investors LLC • Textile mill products • New York
Contract Type FiledAugust 10th, 2001 Company Industry Jurisdiction
RECITALSLoan Agreement • July 29th, 2002 • Lazard Freres Real Estate Investors LLC • Services-nursing & personal care facilities • New York
Contract Type FiledJuly 29th, 2002 Company Industry Jurisdiction