Merry Land Properties Inc Sample Contracts

Merry Land Properties Inc – AGREEMENT AND PLAN OF MERGER BETWEEN CORNERSTONE REALTY INCOME TRUST, INC. CORNERSTONE MERGER SUB, INC. AND MERRY LAND PROPERTIES, INC. Dated as of February 19, 2003 (February 26th, 2003)

INDEX OF DEFINED TERMS DEFINED TERM SECTION Acquisition Proposal............................................................. 4.1(a) Affiliate........................................................................ 2.11 Agreement........................................................................ Preamble AICPA Statement.................................................................. 5.8(a) Articles of Merger............................................................... Recital B Base Amount...................................................................... 7.2 Bonus Payments................................................................... 5.9(b) Break-Up Expenses................................................................ 7.2 Break-Up Fee..................................................................... 7.2 Break-Up Fee Tax Opinion......................................................... 7.2 Business day...............................................................

Merry Land Properties Inc – PURCHASE AND SALE AGREEMENT (February 26th, 2003)

PURCHASE AND SALE AGREEMENT(“Agreement”), dated as of February 19, 2003, by and between MERRY LAND PROPERTIES, INC., a Georgia corporation (“MLP”) and MERRY LAND & INVESTMENT COMPANY, LLC, a Georgia limited liability company (“MRY3”).

Merry Land Properties Inc – PRINCIPAL SHAREHOLDER AGREEMENT (February 26th, 2003)

This PRINCIPAL SHAREHOLDER AGREEMENT (this “Agreement”) dated as of February 19, 2003, is made by and among Cornerstone Realty Income Trust, Inc., a Virginia corporation (“Cornerstone”), and the undersigned shareholder (the “Shareholder”) of Merry Land Properties, Inc., a Georgia corporation (the “Company”).

Merry Land Properties Inc – Press Release Merry Land Properties, Inc. Augusta, Georgia February 20, 2003 FOR IMMEDIATE RELEASE (February 26th, 2003)

Effective immediately, Merry Land Properties, Inc. has suspended its stock repurchase program under which shareholders who own fewer than 100 shares of its common stock could sell their shares to the company.

Merry Land Properties Inc – PRINCIPAL SHAREHOLDER AGREEMENT (February 26th, 2003)

This PRINCIPAL SHAREHOLDER AGREEMENT (this “Agreement”) dated as of February 19, 2003, is made by and among Cornerstone Realty Income Trust, Inc., a Virginia corporation (“Cornerstone”), and the undersigned shareholder (the “Shareholder”) of Merry Land Properties, Inc., a Georgia corporation (the “Company”).

Merry Land Properties Inc – Merry Land Properties and Cornerstone Realty Announce Merger Agreement (February 26th, 2003)

RICHMOND, Va. and AUGUSTA, Ga.---- Cornerstone Realty Income Trust, Inc. (NYSE: TCR) and Merry Land Properties, Inc. (NASDAQ: MRYP) today announced that they have entered into a merger agreement in which Merry Land Properties will merge with and into a wholly-owned subsidiary of Cornerstone. The principal assets of Merry Land include nine apartment communities, a third-party property management business, undeveloped apartment land and ownership interests in two joint ventures—one owning an existing apartment property and the other owning apartment development land. Upon the closing of the merger, which is expected in the second quarter of 2003, Cornerstone will own 90 apartment communities, containing 23,360 apartment homes in major markets throughout the Southeast and Texas.

Merry Land Properties Inc – PRINCIPAL SHAREHOLDER AGREEMENT (February 26th, 2003)

This PRINCIPAL SHAREHOLDER AGREEMENT (this “Agreement”) dated as of February 19, 2003, is made by and among Cornerstone Realty Income Trust, Inc., a Virginia corporation (“Cornerstone”), and the undersigned shareholder (the “Shareholder”) of Merry Land Properties, Inc., a Georgia corporation (the “Company”).

Merry Land Properties Inc – MORTGAGE NOTE (March 26th, 2001)

1 EXHIBIT 4.2(b) FHA Form No. 4175-D MORTGAGE NOTE $16,220,300.00 Columbia, South Carolina. April 19, 2000. FOR VALUE RECEIVED, the undersigned promise(s) to pay Continental Wingate Associates, Inc. the principal sum of Sixteen Million Two Hundred Twenty Thousand Three Hundred and No/100 Dollars ($16,220,300.00) with interest from date at the rate of eight and three eighths per centum (8.375%) per annum on the unpaid balance up to and including October 31, 2001 and thereafter at the rate of eight and fifteen hundredths per centum (8.15%) per annum on the unpaid balance until paid. The said principal and interest shall be payable at the office of Continental Wingate Associates, Inc. 63 Kendrick Street in Needham, Massachusetts 02494 or at such other place as the holder

Merry Land Properties Inc – MORTGAGE (March 26th, 2001)

1 EXHIBIT 4.2(a) MORTGAGE STATE OF SOUTH CAROLINA COUNTY OF CHARLESTON TO ALL WHOM THESE PRESENTS MAY CONCERN: ML James Island Apartments, L.P., a limited partnership Organized and existing under the laws of Georgia Having its principal place of business at 624 Ellis Street, Augusta, GA 30901 (Hereinafter with its successors and assigns called the Mortgagor) sends Greetings: WHEREAS, THE Mortgagor is well and truly indebted unto Continental Wingate Associates, Inc., corporation organized and existing under the laws of Massachusetts, having its principal place of business at 63 Kendrick Street, Needham. MA 02494 (hereinafter with it successors and assigns called the Mortgagee), in the sum of Sixteen Million Two Hundred Twenty Thousand Three Hundreds and No/100 Dollars (16,220,300.00) as evidenced by Mortgagor's Note of even date herewith bearing interest from date on o

Merry Land Properties Inc – PROMISSORY NOTE (October 21st, 1999)

PROMISSORY NOTE $18,787,000.00 August 23, 1999 FOR VALUE RECEIVED, the undersigned, ML HAMMOCKS AT LONG POINT, L.L.C., a Georgia limited liability company ("Borrower"), whose address is c/o Dorrie E. Green, 624 Ellis Street, Second Floor, Augusta, Georgia 30901, promises to pay to the order of FIRST UNION NATIONAL BANK, a national banking association ("Lender"), at the office of Lender at One First Union Center, DC6, 301 South College Street, Charlotte, North Carolina 28288-0166, or at such other place as Lender may designate to Borrower in writing from time to time, the principal sum of Eighteen Million Seven Hundred Eighty-Seven Thousand and 00/100 DOLLARS ($18,787,000.00) together with interest on so much thereof as is from time to time outstanding and unpaid, from the date of the advance of the principal evidenced hereby, at the

Merry Land Properties Inc – JUNIOR CONVERTIBLE SUBORDINATED INDENTURE (October 21st, 1999)

MERRY LAND PROPERTIES, INC. TO FIRST UNION NATIONAL BANK AS TRUSTEE JUNIOR CONVERTIBLE SUBORDINATED INDENTURE DATED AS OF ___________ __, 1999 ____ % CONVERTIBLE SUBORDINATED DEBENTURES DUE ____________, 2029 Reconciliation and tie between the Trust Indenture Act of 1939(including cross-references to provisions of Sections 310 to and including 318(a) which, pursuant to Section 318(c) of the Trust Indenture Act of 1939, as amended by the Trust Reform Act of 1990, are a part of and govern the Junior Convertible Subordinated Indenture whether or not physically contained therein) and the Junior Convertible Subordinated Indenture, dated as of September ___, 1999. INDENTURE ACT SECTION TRUST INDENTURE Section 310(a)(1), (2) and (5)

Merry Land Properties Inc – GUARANTEE AGREEMENT (October 21st, 1999)

GUARANTEE AGREEMENT Merry Land Properties, Inc. and First Union National Bank Relating to the Preferred Securities of Merry Land Capital Trust Dated as of _______________, 1999 CROSS REFERENCE TABLE* SECTION OF TRUST SECTION OF INDENTURE ACT OF GUARANTEE 1939, AS AMENDED AGREEMENT 310(a)...............................................................4.1(a) 310(b)..........................................................4.1(c), 2.8 310(c).........................................................Inapplicable 311(a)...............................................................2.2(b) 311(b)...........................................

Merry Land Properties Inc – TRUST AGREEMENT (October 21st, 1999)

AMENDED AND RESTATED TRUST AGREEMENT AMONG MERRY LAND PROPERTIES, INC. AS DEPOSITOR, FIRST UNION NATIONAL BANK AS PROPERTY TRUSTEE, WILLIAM J. REIF AS DELAWARE TRUSTEE, AND THE ADMINISTRATIVE TRUSTEES NAMED HEREIN DATED AS OF ___________, 1999 MERRY LAND CAPITAL TRUST MERRY LAND CAPITAL TRUST Certain Sections of this Trust Agreement relating to Sections 310 through 318 of the Trust Indenture Act of 1939: TRUST INDENTURE TRUST AGREEMENT ACT SECTION SECTION Section 310 (

Merry Land Properties Inc – PROMISSORY NOTE (August 12th, 1999)

PROMISSORY NOTE $9,964,000.00 June 24, 1999 FOR VALUE RECEIVED, the undersigned, QUARTERDECK APARTMENTS LLC, a Georgia limited liability company ("Borrower"), whose address is c/o Dorrie E. Green, CFO, 624 Ellis Street, Second Floor, Augusta, Georgia 30901 promises to pay to the order of FIRST UNION NATIONAL BANK, a national banking association ("Lender"), at the office of Lender at One First Union Center, DC6, 301 South College Street, Charlotte, North Carolina 28288- 0166, or at such other place as Lender may designate to Borrower in writing from time to time, the principal sum of NINE MILLION NINE HUNDRED SIXTY- FOUR THOUSAND AND 00/100 DOLLARS ($9,964,000.00) together with interest on so much thereof as is from time to time outstanding and unpaid, from the date of the advance of the principal evidenced hereby, at the rate of seven and seventy-three hundredths (7.730%) percent p

Merry Land Properties Inc – MORTGAGE AND SECURITY AGREEMENT (August 12th, 1999)

MORTGAGE AND SECURITY AGREEMENT QUARTERDECK APARTMENTS LLC, MORTGAGOR AND FIRST UNION NATIONAL BANK, MORTGAGEE DATED: AS OF JUNE 24, 1999 THIS INSTRUMENT AFFECTS REAL AND PERSONAL PROPERTY SITUATED IN THE STATE OF SOUTH CAROLINA, COUNTY OF CHARLESTON, KNOWN BY THE STREET ADDRESS OF 550 HARBOR COVE LANE. THIS INSTRUMENT IS TO BE FILED AND INDEXED IN THE REAL ESTATE RECORDS AND IS ALSO TO BE INDEXED IN THE INDEX OF FINANCING STATEMENTS UNDER THE NAMES OF MORTGAGOR, AS "DEBTOR", AND MORTGAGEE, AS "SECURED PARTY". RECORD AND RETURN TO: Orrick, Herrington & Sutcliffe LLP 666 Fifth Avenue New York, New York 10103 Attention: Erin O'Brien

Merry Land Properties Inc – PROMISSORY NOTE (August 12th, 1999)

PROMISSORY NOTE $9,200,000.00 June 24, 1999 FOR VALUE RECEIVED, the undersigned, West Wind Landing LLC, a Georgia limited liability company ("Borrower"), whose address is Dorrie E. Green, CFO, 624 Ellis Street, Second Floor, Augusta, Georgia 30901, promises to pay to the order of FIRST UNION NATIONAL BANK, a national banking association ("Lender"), at the office of Lender at One First Union Center, DC6, 301 South College Street, Charlotte, North Carolina 28288- 0166, or at such other place as Lender may designate to Borrower in writing from time to time, the principal sum of NINE MILLION TWO HUNDRED THOUSAND and 00/100 DOLLARS ($9,200,000.00) together with interest on so much thereof as is from time to time outstanding and unpaid, from the date of the advance of the principal evidenced hereby, at the rate of seven and seventy-three hundredths (7.730%) percent per

Merry Land Properties Inc – PROMISSORY NOTE (August 12th, 1999)

PROMISSORY NOTE $7,198,000.00 June 24, 1999 FOR VALUE RECEIVED, the undersigned, WATERS EDGE APARTMENTS LLC, a Georgia limited liability company ("Borrower"), whose address is c/o Dorrie E. Green, CFO, 624 Ellis Street, Second Floor, Augusta, Georgia 30901 promises to pay to the order of FIRST UNION NATIONAL BANK, a national banking association ("Lender"), at the office of Lender at One First Union Center, DC6, 301 South College Street, Charlotte, North Carolina 28288- 0166, or at such other place as Lender may designate to Borrower in writing from time to time, the principal sum of SEVEN MILLION ONE HUNDRED NINETY- EIGHT THOUSAND AND 00/100 DOLLARS ($7,198,000.00) together with interest on so much thereof as is from time to time outstanding and unpaid, from the date of the advance of the principal evidenced hereby, at the rate of seven and seventy-three hundredths (7.730%) percen

Merry Land Properties Inc – PROMISSORY NOTE (August 12th, 1999)

PROMISSORY NOTE $8,160,000.00 June 24, 1999 FOR VALUE RECEIVED, the undersigned, Marsh Cove Apartments LLC, a Georgia limited liability company ("Borrower"), whose address is Dorrie E. Green, CFO, 624 Ellis Street, Second Floor, Augusta, Georgia 30901, promises to pay to the order of FIRST UNION NATIONAL BANK, a national banking association ("Lender"), at the office of Lender at One First Union Center, DC6, 301 South College Street, Charlotte, North Carolina 28288- 0166, or at such other place as Lender may designate to Borrower in writing from time to time, the principal sum of Eight Million One Hundred Sixty Thousand and 00/100 DOLLARS ($8,160,000.00) together with interest on so much thereof as is from time to time outstanding and unpaid, from the date of the advance of the principal evidenced hereby, at the rate of seven and seventy-three hundredths (7.730%) percent

Merry Land Properties Inc – PROMISSORY NOTE (August 12th, 1999)

PROMISSORY NOTE $6,719,000.00 June 24, 1999 FOR VALUE RECEIVED, the undersigned, Greentree LLC, a Georgia limited liability company ("Borrower"), whose address is Dorrie E. Green, CFO, 624 Ellis Street, Second Floor, Augusta, Georgia 30901, promises to pay to the order of FIRST UNION NATIONAL BANK, a national banking association ("Lender"), at the office of Lender at One First Union Center, DC6, 301 South College Street, Charlotte, North Carolina 28288-0166, or at such other place as Lender may designate to Borrower in writing from time to time, the principal sum of Six Million Seven Hundred Nineteen Thousand and 00/100 DOLLARS ($6,719,000.00) together with interest on so much thereof as is from time to time outstanding and unpaid, from the date of the advance of the principal evidenced hereby, at the rate of seven and seventy-three hundredths (7.730%) percent per

Merry Land Properties Inc – MORTGAGE AND SECURITY AGREEMENT (August 12th, 1999)

MORTGAGE AND SECURITY AGREEMENT WATERS EDGE APARTMENTS LLC, MORTGAGOR AND FIRST UNION NATIONAL BANK, MORTGAGEE DATED: AS OF JUNE 24, 1999 THIS INSTRUMENT AFFECTS REAL AND PERSONAL PROPERTY SITUATED IN THE STATE OF SOUTH CAROLINA, COUNTY OF DORCHESTER, KNOWN BY THE STREET ADDRESS OF 9989 DORCHESTER ROAD. THIS INSTRUMENT IS TO BE FILED AND INDEXED IN THE REAL ESTATE RECORDS AND IS ALSO TO BE INDEXED IN THE INDEX OF FINANCING STATEMENTS UNDER THE NAMES OF MORTGAGOR, AS "DEBTOR", AND MORTGAGEE, AS "SECURED PARTY". RECORD AND RETURN TO: Orrick, Herrington & Sutcliffe LLP 666 Fifth Avenue New York, New York 10103 Attention: Erin O'Brien

Merry Land Properties Inc – DEED TO SECURE DEBT AND SECURITY AGREEMENT (August 12th, 1999)

RECORD AND RETURN TO: Orrick, Herrington & Sutcliffe LLP 666 Fifth Avenue New York, New York 10103 Attention: Erin O'Brien DEED TO SECURE DEBT AND SECURITY AGREEMENT GREENTREE LLC, GRANTOR TO FIRST UNION NATIONAL BANK, GRANTEE DATED: AS OF JUNE 24, 1999 County: Chatham State of Georgia FUNB Loan No. _______ THIS DEED TO SECURE DEBT AND SECURITY AGREEMENT (this "Security Deed") is made as of the 24th day of June, 1999, by Greentree LLC, a Georgia limited liability company ("Grantor"), whose address is c/o Dorrie E. Green, CF

Merry Land Properties Inc – DEVELOPMENT AGREEMENT (March 31st, 1999)

DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT (this "Agreement"), made as of October ___, 1998, by and between ERP OPERATING LIMITED PARTNERSHIP, an Illinois limited partnership ("Owner") and MERRY LAND PROPERTIES, INC., a Georgia corporation ("Developer"). R E C I T A L S: A. Owner directly or indirectly owns all or substantially all of the interest in certain entities which holds title to seven (7) separate parcels of land identified by common address in Schedules DA-Recitals A-1 through DA-Recitals A-7, respectively, to the "Merry Land Disclosure Letter" furnished pursuant to, and as defined in, the Merger Agreement (as hereinafter defined). Each such parcel of land is referred to herein individually as a "Property" (collectively, the "Properties"). B. Owner (or each of the aforesaid entities directly or indirectly owned or substantially owned by Owner) is a party

Merry Land Properties Inc – SENIOR SUBORDINATED TERM LOAN AGREEMENT (March 31st, 1999)

U.S. $20,000,000 SENIOR SUBORDINATED TERM LOAN AGREEMENT DATED AS OF OCTOBER 15, 1998 BETWEEN MERRY LAND PROPERTIES, INC. as Borrower, and MERRY LAND & INVESTMENT COMPANY, INC. as Lender TABLE OF CONTENTS I DEFINITIONS...................................................1 Section 1.1 Definitions......................................1 Section 1.2 Accounting Terms and Determinations.............19 II AMOUNT AND TERMS OF LOAN.....................................19 Section 2.1 Loan............................................19 Section 2.2 Interest on the Loan............................20 Section 2.3 Application of Payments.........................21 Section 2.4 Mandatory Prepayments......................

Merry Land Properties Inc – PREFERRED STOCK AGREEMENT (March 31st, 1999)

$5,000,000 PREFERRED STOCK AGREEMENT Dated as of October 15, 1998 between MERRY LAND & INVESTMENT COMPANY, INC. and MERRY LAND PROPERTIES, INC., as the Company TABLE OF CONTENTS ARTICLE PAGE I. DEFINITIONS................................................1 Section 1.1 Defined Terms..................................1 Section 1.2 Accounting Terms and Determinations...........18 II. ISSUANCE OF PREFERRED STOCK TO MLIC.......................19 Section 2.1 Issuance......................................19 Section 2.2 Certificates..................................19 III. REPRESENTATIONS AND WARRANTIES............................19 Section 3.1 Existence and Power........

Merry Land Properties Inc – SENIOR TERM LOAN AGREEMENT (March 31st, 1999)

SENIOR TERM LOAN AGREEMENT DATED AS OF OCTOBER 15, 1998 BETWEEN MERRY LAND PROPERTIES, INC. AS BORROWER AND MERRY LAND & INVESTMENT COMPANY, INC. AS LENDER TABLE OF CONTENTS PAGE I DEFINITIONS................................................1 1.1 Definitions...........................................1 1.2 Accounting Terms and Determinations..................19 1.3 Types of Borrowings..................................19 II THE CREDITS...............................................19 2.1 Commitment to Lend...................................19 2.2 Notice of Borrowing..................................19 2.3 [INTENTIONALLY OMITTED]................

Merry Land Properties Inc – AMENDMENT NO. 1 (September 4th, 1998)

1 REGISTRATION NO. 333-61449 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- EQUITY RESIDENTIAL PROPERTIES TRUST (Exact name of registrant as specified in its charter) MARYLAN