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...Gables Residential Trust Gables • November 15th, 2002 • Gables Residential Trust • Real estate investment trusts • New York
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
