AVALONBAY COMMUNITIES, INC. Medium-Term Notes Due Nine Months or More From Date of Issue TERMS AGREEMENTTerms Agreement • May 15th, 2019 • Avalonbay Communities Inc • Real estate investment trusts
Reference is made to that certain Amended and Restated Distribution Agreement dated as of December 16, 2013 (including any exhibits and schedules thereto, the “Distribution Agreement”), by and among AvalonBay Communities, Inc., a Maryland corporation (the “Company” or “AvalonBay”), and the agents named therein. The entities listed on Schedule 1 hereto are collectively referred to herein as the “Agents.” Barclays Capital Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC have agreed to act as the representatives (the “Representatives”) of the Agents in connection with this Terms Agreement (this “Agreement”). Capitalized terms used, but not defined, in this Agreement are used in this Agreement as defined in the Distribution Agreement. For the avoidance of doubt, as used in the Distribution Agreement, (i) the term “registration statement” shall refer to the Company’s registration statement on Form S-3ASR (File No. 333-223183) filed with the Commission on February 23, 2018, (
