INDEMNIFICATION AGREEMENTIndemnification Agreement • October 31st, 2016 • Education Realty Operating Partnership L P • Investors, nec • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) by and between Education Realty Trust, Inc., a Maryland corporation (the “Company”), and ________________ (“Indemnitee”) is effective as of ___________________ (the “Effective Date”).
EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN EDUCATION REALTY TRUST, INC. AND LINDSEY MACKIE May 20, 2015Executive Employment Agreement • May 26th, 2015 • Education Realty Operating Partnership L P • Real estate investment trusts • Tennessee
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) by and between Education Realty Trust, Inc., a Maryland corporation (the “Company”), and Lindsey Mackie (“Executive” and, together with the Company, the “Parties”) is made as of May 20, 2015 to be effective as of June 1, 2015 (the “Effective Date”).
Education Realty OPERATING PARTNERSHIP, LP Issuer Education Realty Trust, Inc. Guarantor – and – Trustee INDENTURE Dated as of November 7, 2014 Debt Securities Guarantees of Debt Securities Certain Sections of this Indenture relating to the Trust...Indenture • November 7th, 2014 • Education Realty Operating Partnership L P • Real estate investment trusts • New York
Shares of Common Stock (par value $0.01 per share) EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • February 21st, 2017 • Education Realty Operating Partnership L P • Investors, nec • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • January 15th, 2016 • Education Realty Operating Partnership L P • Investors, nec • New York
Education Realty Trust, Inc., a Maryland corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, 5,500,000 shares of Common Stock, $.01 par value per share (“Common Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 825,000 additional shares of Common Stock (the “Option Securities;” the Option Securities, together with the Firm Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the terms Representative and Underwriter shall mean either the singular or plural as the context requires.
SIXTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 16, 2018 among EDUCATION REALTY OPERATING PARTNERSHIP, LP, as Borrower and The Lenders Party Hereto and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent PNC BANK, NATIONAL...Credit Agreement • February 20th, 2018 • Education Realty Operating Partnership L P • Investors, nec • New York
WHEREAS, the Borrower, KeyBank National Association and the other parties referenced above (the “Original Lenders”) entered into the Original Credit Agreement wherein loans and other financial accommodations were extended to the Borrower; and
EXCISE TAX GROSS-UP AGREEMENTExcise Tax Gross-Up Agreement • June 25th, 2018 • Education Realty Operating Partnership L P • Investors, nec • Tennessee
THIS EXCISE TAX GROSS-UP AGREEMENT (this “Agreement”) by and between Education Realty Trust, Inc., a Maryland corporation (the “Company”), and Christine Richards (“Executive” and, together with the Company, the “Parties”) is effective as of June 25, 2018 (the “Effective Date”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 19, 2014 among EDUCATION REALTY OPERATING PARTNERSHIP, LP, as Borrower and The Lenders Party Hereto and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent PNC CAPITAL MARKETS LLC and...Credit Agreement • November 25th, 2014 • Education Realty Operating Partnership L P • Real estate investment trusts • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 29th, 2016 • Education Realty Operating Partnership L P • Investors, nec • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) by and between Education Realty Trust, Inc., a Maryland corporation (the “Company”), and ________ (“Indemnitee”) is effective as of ________ (the “Effective Date”).
AGREEMENT OF LIMITED PARTNERSHIP OF EDUCATION REALTY OPERATING PARTNERSHIP, LPAgreement • February 27th, 2018 • Education Realty Operating Partnership L P • Investors, nec • Delaware
THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, executed on February 22, 2018 (the “Agreement”), is entered into by and among Education Realty OP GP, Inc., a Delaware corporation, as the General Partner (as hereinafter defined), and the Persons whose names are set forth on the Partner Registry (as hereinafter defined) as Limited Partners, together with any other Persons who become Partners in Education Realty Operating Partnership, LP (the “Partnership”) as provided herein.
200,000,000 Shares of Common Stock (par value $0.01 per share) EQUITY DISTRIBUTION AGREEMENTEducation Realty Operating Partnership L P • May 2nd, 2016 • Investors, nec • New York
AGREEMENT AND PLAN OF MERGER AMONG GSHGIF LTP, LP,Agreement and Plan of Merger • June 25th, 2018 • Education Realty Operating Partnership L P • Investors, nec • Maryland
This AGREEMENT AND PLAN OF MERGER, dated as of June 25, 2018 (this “Agreement”), is by and among (i) GSHGIF LTP, LP, a Delaware limited partnership (“Parent”), (ii) Education Realty Trust, Inc., a Maryland corporation that has elected to be treated as a real estate investment trust for U.S. federal income Tax purposes (“Company”), (iii) Education Realty Operating Partnership, LP, a Delaware limited partnership (“Company OP”), (iv) Education Realty OP GP, Inc., a Delaware corporation and a wholly-owned subsidiary of Company (the “OP GP”), (v) University Towers Operating Partnership, LP, a Delaware limited partnership (“DownREIT”), (vi) University Towers OP GP, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Company OP (“DownREIT GP”), (vii) GSHGIF REIT, a Maryland real estate investment trust and a wholly-owned subsidiary of Parent (“REIT Merger Sub”), (viii) GSHGIF Acquisition LP, a Delaware limited partnership, a direct subsidiary of REIT Merger Sub and an i
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 19, 2014 among EDUCATION REALTY OPERATING PARTNERSHIP, LP, as Borrower and The Lenders Party Hereto and KEYBANK, NATIONAL ASSOCIATION, as Administrative Agent REGIONS BANK, PNC BANK,...Credit Agreement • November 25th, 2014 • Education Realty Operating Partnership L P • Real estate investment trusts • New York
WHEREAS, the Borrower, KeyBank, National Association and the other parties referenced above (the "Original Lenders") entered into the Original Credit Agreement wherein loans and other financial accommodations were extended to the Borrower; and
EDUCATION REALTY TRUST, INC. AMENDMENT NO. 1 TO THE EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • May 2nd, 2017 • Education Realty Operating Partnership L P • Investors, nec • New York
Reference is made to the Equity Distribution Agreement dated February 21, 2017, including the Schedules thereto (the “Equity Distribution Agreement”) by and among Education Realty Trust, Inc., a Maryland corporation (the “Company”), Education Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sales agent, forward seller and/or principal, and Bank of America, N.A., as forward purchaser (collectively, the “Parties”). On April 7, 2017, the Company and the Operating Partnership filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “Act”), on Form S-3 (File No. 333-217203) (the “New Registration Statement”), in respect of certain of the Company’s and the Operating Partnership’s securities, in anticipation of the expiration of the Company’s automatic shelf
AGREEMENT OF LIMITED PARTNERSHIP OF EDUCATION REALTY OPERATING PARTNERSHIP, LPEducation Realty Operating Partnership L P • May 6th, 2015 • Real estate investment trusts • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, executed on April 30, 2015 and effective as of January 1, 2015, (the “Agreement”) is entered into by and among Education Realty OP GP, Inc., a Delaware corporation, as the General Partner, and the Persons whose names are set forth on the Partner Registry (as hereinafter defined) as Limited Partners, together with any other Persons who become Partners in Education Realty Operating Partnership, LP (the “Partnership”) as provided herein.
100,000,000 Shares of Common Stock (par value $0.01 per share) EQUITY DISTRIBUTION AGREEMENTDistribution Agreement • May 2nd, 2016 • Education Realty Operating Partnership L P • Investors, nec • New York
Education Realty Trust, Inc., a Maryland corporation (the “Company”), and Education Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), confirm their agreement (this “Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Manager”) as follows:
UNDERWRITING AGREEMENTEducation Realty Operating Partnership L P • November 25th, 2014 • Real estate investment trusts • New York
Education Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $250,000,000 aggregate principal amount of the Operating Partnership’s 4.600% Senior Notes due 2024 (the “Notes”). The Notes will be fully and unconditionally guaranteed as to payment of the principal thereof and premium, if any, and interest thereon (the “Guarantee,” and together with the Notes, the “Securities”) by Education Realty Trust, Inc., a Maryland corporation (the “Company,” and together with the Operating Partnership, the “Transaction Entities”). The Securities will be issued pursuant to an indenture, dated as of November 7, 2014, as amended and supplemented by the First Supplemental Indenture, to be dated as of November 24, 2014 (together, the “Indenture”) among the Operating Partnership, as issuer, t
ContractEducation Realty Operating Partnership L P • November 25th, 2014 • Real estate investment trusts • New York
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR CEDE & CO., AS NOMINEE OF THE DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.
EDUCATION REALTY TRUST, INC. Common Stock ($0.01 par value) AMENDMENT NO. 1 TO THE EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 31st, 2015 • Education Realty Operating Partnership L P • Investors, nec • New York
Reference is made to the Equity Distribution Agreement dated October 24, 2014 (the “Agreement”) by and among Education Realty Trust, Inc., a Maryland corporation (the “Company”), Education Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, (collectively, the “Parties”). On November 7, 2014, the Company and the Operating Partnership filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “Act”), on Form S-3 (File No. 333-199988) (the “New Registration Statement”), in respect of certain of the Company’s and the Operating Partnership’s securities, in anticipation of the expiration of the Company’s automatic shelf registration statement on Form S-3 (File No. 333-183790) (the “Expiring Registration Statement”). The Parties wish to amend the Agreement through th
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 20th, 2018 • Education Realty Operating Partnership L P • Investors, nec • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 18, 2017 among EDUCATION REALTY OPERATING PARTNERSHIP, LP, as Borrower and The Lenders Party Hereto and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent PNC CAPITAL MARKETS LLC...Assignment and Assumption • February 28th, 2017 • Education Realty Operating Partnership L P • Investors, nec • New York
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 30th, 2017 • Education Realty Operating Partnership L P • Investors, nec • New York
This First Amendment to Second Amended and Restated Credit Agreement (this “Amendment”) is dated as of September 14, 2017 and is entered into between Education Realty Operating Partnership, LP (“Borrower”), the Lenders, and PNC Bank, National Association, as Administrative Agent on behalf of itself and the Lenders.
GUARANTEEGuarantee • November 25th, 2014 • Education Realty Operating Partnership L P • Real estate investment trusts • New York
This guarantee (this “Guarantee”) dated November 24, 2014 is entered into by Education Realty Trust, Inc., 999 South Shady Grove Road, Suite 600, Memphis, Tennessee 38120 (the “Guarantor”).
FIRST SUPPLEMENTAL INDENTURE Dated as of November 24, 2014 to INDENTURE Dated as of November 7, 2014 Among Education Realty Operating Partnership, LP, as Issuer Education Realty Trust, Inc., as Guarantor andFirst Supplemental Indenture • November 25th, 2014 • Education Realty Operating Partnership L P • Real estate investment trusts • New York
EDUCATION REALTY TRUST, INC. AMENDMENT NO. 1 TO THE EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • May 2nd, 2017 • Education Realty Operating Partnership L P • Investors, nec • New York
Reference is made to the Equity Distribution Agreement dated February 21, 2017, including the Schedules thereto (the “Equity Distribution Agreement”) by and among Education Realty Trust, Inc., a Maryland corporation (the “Company”), Education Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and RBC Capital Markets, LLC, as sales agent, forward seller and/or principal, and Royal Bank of Canada, as forward purchaser (collectively, the “Parties”). On April 7, 2017, the Company and the Operating Partnership filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “Act”), on Form S-3 (File No. 333-217203) (the “New Registration Statement”), in respect of certain of the Company’s and the Operating Partnership’s securities, in anticipation of the expiration of the Company’s automatic shelf registration statement on F
EDUCATION REALTY TRUST, INC. Common Stock ($0.01 par value) AMENDMENT NO. 1 TO THE EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 31st, 2015 • Education Realty Operating Partnership L P • Investors, nec • New York
Reference is made to the Equity Distribution Agreement dated October 24, 2014 (the “Agreement”) by and among Education Realty Trust, Inc., a Maryland corporation (the “Company”), Education Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and KeyBanc Capital Markets Inc., (collectively, the “Parties”). On November 7, 2014, the Company and the Operating Partnership filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “Act”), on Form S-3 (File No. 333-199988) (the “New Registration Statement”), in respect of certain of the Company’s and the Operating Partnership’s securities, in anticipation of the expiration of the Company’s automatic shelf registration statement on Form S-3 (File No. 333-183790) (the “Expiring Registration Statement”). The Parties wish to amend the Agreement through this Amendment No. 1 (th
EDUCATION REALTY TRUST, INC. Common Stock ($0.01 par value) AMENDMENT NO. 1 TO THE EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 31st, 2015 • Education Realty Operating Partnership L P • Investors, nec • New York
Reference is made to the Equity Distribution Agreement dated October 24, 2014 (the “Agreement”) by and among Education Realty Trust, Inc., a Maryland corporation (the “Company”), Education Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and RBC Capital Markets, LLC, (collectively, the “Parties”). On November 7, 2014, the Company and the Operating Partnership filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “Act”), on Form S-3 (File No. 333-199988) (the “New Registration Statement”), in respect of certain of the Company’s and the Operating Partnership’s securities, in anticipation of the expiration of the Company’s automatic shelf registration statement on Form S-3 (File No. 333-183790) (the “Expiring Registration Statement”). The Parties wish to amend the Agreement through this Amendment No. 1 (this “
Education Realty Operating Partnership, LP Education Realty Trust, Inc. 4.22% Series A Guaranteed Senior Notes due August 31, 2029 4.30% Series B Guaranteed Senior Notes due August 31, 2032 Note and Guarantee Agreement Dated as of August 31, 2017Execution Version • August 31st, 2017 • Education Realty Operating Partnership L P • Investors, nec • New York
Education Realty Operating Partnership, LP, a Delaware limited partnership (the “Issuer”), and Education Realty Trust, Inc., a Maryland corporation (the “Parent Guarantor,” and together with the Issuer, the “Constituent Companies” and individually, a “Constituent Company”), agree with each of the Purchasers as follows:
EDUCATION REALTY TRUST, INC. AMENDMENT NO. 1 TO THE EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • May 2nd, 2017 • Education Realty Operating Partnership L P • Investors, nec • New York
Reference is made to the Equity Distribution Agreement dated February 21, 2017, including the Schedules thereto (the “Equity Distribution Agreement”) by and among Education Realty Trust, Inc., a Maryland corporation (the “Company”), Education Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and KeyBanc Capital Markets Inc., (collectively, the “Parties”). On April 7, 2017, the Company and the Operating Partnership filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “Act”), on Form S-3 (File No. 333-217203) (the “New Registration Statement”), in respect of certain of the Company’s and the Operating Partnership’s securities, in anticipation of the expiration of the Company’s automatic shelf registration statement on Form S-3 (File No. 333-199988) (the “Expiring Registration Statement”). The Parties wish to a
FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 30th, 2017 • Education Realty Operating Partnership L P • Investors, nec • New York
This First Amendment to Fifth Amended and Restated Credit Agreement (this “Amendment”) is dated as of September 14, 2017 and is entered into between Education Realty Operating Partnership, LP (“Borrower”), the Lenders, and KeyBank, National Association, as Administrative Agent on behalf of itself and the Lenders.
