Exhibit 99.1

HENNEMAN AGREEMENT

     This Agreement is made and entered into as of March 1, 2006 by and between Michael J. Henneman (“Director”) and American Campus Communities, Inc., a Maryland corporation (the “Company”).

     WHEREAS, pursuant to the Contribution and Sale Agreement, dated as of December 2, 2005 (the “Contribution Agreement”), among the Company, American Campus Communities Operating Partnership LP, a Maryland limited partnership (the “Operating Partnership”), and the Contributors (as defined therein), the Company agreed that Director will be appointed as a member of the Board of Directors of the Company (the “Board”) at the closing of the transactions contemplated by the Contribution Agreement (the “Closing”); and

     WHEREAS, it is a condition to the Closing that Director enter into this Agreement.

     NOW, THEREFORE, in consideration of the premises and the covenants contained herein and in the Contribution Agreement, the Company and Director hereby agree as follows:

     1. Compensation . Notwithstanding any policy of the Company or the Board with respect to compensation of members of the Board, Director shall not receive any compensation from the Company with respect to his service as a member of the Board; provided , however , that the Company shall reimburse Director for his reasonable travel expenses relating to his Board membership on the same basis that the Company reimburses other members of the Board; provided , further , that Director shall be entitled to compensation, if any, as may be approved by the Board expressly for his benefit.

     2. Nomination for Re-Election; Observation Rights . For so long as recipients of units of limited partnership interest in the Operating Partnership (“Units”) at the Closing continue to Beneficially Own (as defined in the Securities Exchange Act of 1934, as amended), on an as if converted basis, Units comprising at least 10% of the then outstanding fully diluted shares of common stock of the Company, the Company shall cause Director to be nominated for reelection by the stockholders of the Company as a member of the Board. Thereafter, Director shall have full observation rights with respect to the Board, other than with respect to executive sessions of independent directors and meetings of its committees (“Observation Rights”), including the right to obtain full and timely notice of all meetings of the Board and to obtain copies of all written and other materials disseminated to the Board; provided that Director execute and deliver to the Company a confidentiality agreement pursuant to which he will agree, among other things, to treat confidentially any information furnished to him in connection with his exercise of Observation Rights and to use all such information for informational purposes only. The Observation Rights shall terminate upon the earlier of (i) the occurrence of the Company’s annual meeting in 2008 or (ii) such time that the holders of Units issued at the Closing Beneficially Own less than 50% of the Units issued at Closing.

     3. Compliance with Company Policies . Director hereby agrees (a) to fully comply with the Company’s Code of Business Conduct and Ethics and Corporate Governance Guidelines, as they may be amended from time to time, and (b) not to enter into any financial instrument with any public or private entity to mitigate the financial

price risk associated with Units held by Director until such time as he ceases to be a member of the Board or to possess Observation Rights.

     4. Notices . All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, or (iii) sent by facsimile, upon sender’s receipt of confirmation of transmission.

     (a) If to Director, to the address set forth on the signature page hereto.

     (b) If to the Company to:

American Campus Communities, Inc.
805 Las Cimas Parkway, Suite 400
Austin, TX 78746
Attn: Chief Executive Officer

or to such other address as may have been furnished to Director by the Company or to the Company by Director, as the case may be.

     5. Miscellaneous .

          (a) Entire Agreement; Third-Party Rights . This Agreement constitutes the entire agreement between the parties and incorporates and supersedes all prior negotiations and discussions between the parties. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their successors and assigns, and nothing in this Agreement, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of this Agreement.

          (b) Amendment . This Agreement cannot be amended, waived or terminated orally, but only by an agreement in writing signed by each party hereto.

          (c) Assignment . No party may assign this Agreement or any interest therein to any other person without the prior written consent of the other party hereto.

          (d) Governing Law . The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Maryland, without regard to its conflicts of laws rules.

          (e) Jurisdiction . ANY LITIGATION BASED ON THIS AGREEMENT, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, OR ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING OUT OF THIS AGREEMENT OR RELATED HERETO OR THE SUBJECT MATTER HEREOF, WILL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS LOCATED IN THE STATE OF MARYLAND.

EACH PARTY HERETO EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF MARYLAND AS SET FORTH ABOVE. EACH PARTY HERETO EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT A PARTY HERETO HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OR EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, EACH PARTY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT.

          (f) Section Headings . The caption headings in this Agreement are for convenience only and are not intended to be part of this Agreement and shall not be construed to modify, explain or alter any of the terms, covenants or conditions herein contained.

          (g) Severability . If any term, covenant or condition of this Agreement is held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed without such provision.

          (h) Counterparts . This Agreement may be executed by the parties hereto in counterparts, all of which together shall constitute a single Agreement.

          (i) Attorneys’ Fees . In the event of any litigation or alternative dispute resolution between the parties in connection with this Agreement or the transactions contemplated herein, the party that fails to substantially prevail in such litigation, proceeding or alternative dispute resolution shall be responsible for payment of all expenses and reasonable attorneys’ fees incurred by the substantially prevailing party both at the trial level and on appeal.

          (j) Waiver of Jury Trial . The parties hereto hereby knowingly, voluntarily and intentionally waive any right they may have to a trial by jury with respect to any litigation based hereon, or arising out of, under, or in connection with this Agreement, or any document contemplated to be executed in conjunction herewith, or actions of the parties.

[SIGNATURE PAGE FOLLOWS]

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

		AMERICAN CAMPUS COMMUNITIES, INC.
		By:
				Name:
				Title:
		DIRECTOR:
		Michael J. Henneman
		Address:

Exhibit 99.2

FIRST AMENDMENT TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN CAMPUS
COMMUNITIES OPERATING PARTNERSHIP LP

     THIS FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP (this “ Amendment ”) is entered into as of the 1st day of March, 2006 (the “ Effective Date ”), by and between American Campus Communities Holdings LLC, a Maryland limited liability company (the “ General Partner ”) and those Persons who have executed this Amendment as Limited Partners (collectively, the “ Contributor LPs ” and each in the singular a “ Contributor LP ”). Any capitalized terms used herein for which a definition is not provided herein shall have the meanings assigned to such terms in that certain Amended and Restated Agreement of Limited Partnership of American Campus Communities Operating Partnership LP, as amended (the “Agreement”).

W I T N E S S E T H :

     WHEREAS, the signatories hereto desire to amend the Agreement as set forth herein.

     NOW, THEREFORE, in consideration of the foregoing, of the mutual promises set forth herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree to continue the Partnership and amend the Agreement as follows:

     1. As of the date hereof (a) those persons whose names are set forth on Exhibit A attached hereto (collectively, the “ Contributors ” and each in the singular a “ Contributor ”) have contributed (either directly by a conveyance of real property and related assets or indirectly by the transfer and assignment of all of the ownership interests in the Persons that own the real property and related assets) and sold to the Partnership those certain student housing properties further described in Exhibit B attached hereto (collectively, the “ Properties ” and each in the singular a “ Property ”); (b) the Partnership has made cash payments and issued promissory notes to the Contributors in the respective sums set forth opposite their names on Exhibit C attached hereto; and (c) the Partnership has issued to the Contributor LPs the Common Units and Series A Preferred Units set forth opposite their names on Exhibit D attached hereto. The Capital Account and Percentage Interest of each Contributor LP as of the Effective Date is set forth opposite its name on Exhibit D attached hereto. The Agreed Value and Gross Asset Value of each Property as of the Effective Dates are set forth on Exhibit E attached hereto. The Common Units and Series A Preferred Units issued to the Contributor LPs have been duly issued and fully paid. The Contributor LPs are hereby admitted to the Partnership, effective as of the Effective Date, as Additional Limited Partners (the information set forth on Exhibit D attached hereto relating to the interest of the Contributor LPs in the Partnership is hereby included in Exhibit A to the Agreement), and by execution of this Amendment the Contributor LPs have agreed to be bound by all of the terms and conditions of the Agreement, as amended hereby.

     2.  Article XVI . The following new Article XVI is inserted in the Agreement after Article XV thereof:

ARTICLE XVI
SERIES A PREFERRED UNITS

Section 16.1 Definitions

     The term “ Parity Preferred Units ” shall be used to refer to any class or series of Partnership Interests now or hereafter authorized, issued or outstanding expressly designated by the Partnership to rank on a parity with Series A Preferred Units with respect to distributions and rights upon voluntary or involuntary liquidation, winding-up or dissolution of the Partnership. The term “ Senior Preferred Units ” shall be used to refer to any class or series of Partnership Interests now or hereafter authorized, issued or outstanding expressly designated by the Partnership to rank senior to the Series A Preferred Units with respect to distributions and rights upon voluntary or involuntary liquidation, winding-up or dissolution of the Partnership. The term “ Junior Units ” shall be used to refer to the Common Units and any other class or series of Partnership Interests now or hereafter authorized, issued or outstanding expressly designated by the Partnership to rank junior to the Series A Preferred Units with respect to distributions and rights upon voluntary or involuntary liquidation, winding-up or dissolution of the Partnership. The term “ Closing Value Per Unit ” means (i) with respect to each Series A Preferred Unit issued to a Contributor LP on the Effective Date, $26.75 and (ii) with respect to each Common Unit issued to a Contributor LP on the Effective Date, $23.50. The term “ Series A Preferred LP Return ” shall mean, an amount that accrues and accumulates on each Series A Preferred Unit commencing on the Effective Date at a per annum rate equal to 5.99% of the Closing Value per Unit for a Series A Preferred Unit.

Section 16.2 Designation and Number

     A series of Partnership Units in the Partnership designated as the “Series A Preferred Units” (the “ Series A Preferred Units ”) is hereby established. The number of Series A Preferred Units shall be 114,964.

Section 16.3 Distributions

     A.  Payment of Distributions . Subject to the rights of holders of Senior Preferred Units and Parity Preferred Units as to the payment of distributions, pursuant to Sections 5.1 and 13.2 hereof, holders of Series A Preferred Units shall be entitled to receive, when, as and if declared by the Partnership acting through the General Partner, out of Available Cash, cumulative preferential cash distributions equal to the Series A Preferred LP Return (“ Series A Preferred Distributions ”). Such distributions shall be cumulative, shall accrue with respect to each Series A Preferred Unit from the original date of issuance and will be payable quarterly (on the same date that the Company pays its regular quarterly dividend to holders of REIT Shares) in arrears during the period commencing with the original date of issuance and ending upon the Redemption or transfer of the Series A Preferred Units pursuant to Section 8.6 hereof. The amount of the distribution payable for any period will be computed on the basis of a 360-day year of twelve 30-day months and for any period shorter than a full monthly period for which

distributions are computed, the amount of the distribution payable will be computed on the basis of the actual number of days elapsed in such a 30-day month. If any date on which distributions are to be made on the Series A Preferred Units is not a Business Day, then payment of the distribution to be made on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay). Distributions on the Series A Preferred Units will be made to the holders of record of the Series A Preferred Units on the relevant record dates to be fixed by the Partnership acting through the General Partner.

     B.  Distributions Cumulative . Distributions on the Series A Preferred Units will accrue and accumulate whether or not the Partnership has earnings, whether or not there are funds legally available for the payment of such distributions and whether or not such distributions are authorized. Distributions on account of arrears for any past distribution periods may be declared and paid at any time to holders of record of the Series A Preferred Units on the record date fixed by the Partnership acting through the General Partner. Accumulated and unpaid distributions will not bear interest.

     C.  Priority as to Distributions . (i) So long as any Series A Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any Junior Units, unless, in each case, all distributions accumulated on all Series A Preferred Units for all prior quarterly periods have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units or, in accordance with Section 8.6 hereof, REIT Shares (or any similar equity security) of the Company, (b) the conversion of Junior Units or Parity Preferred Units into Junior Units or common shares of beneficial interest (or any similar equity security) of the Company, and (c) the redemption of Partnership Interests corresponding to any shares of stock purchased by the Company pursuant to its Charter.

          (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably deposited in trust for payment) upon the Series A Preferred Units, all distributions authorized and declared on the Series A Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series A Preferred Unit and such other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A Preferred Unit and such other classes or series of Parity Preferred Units bear to each other.

     D.  No Further Rights . Holders of Series A Preferred Units shall not be entitled to any distributions, whether payable in cash, other property or otherwise, in excess of the full cumulative distributions described herein.

Section 16.4 Allocations

     Sections 6.2.A(1) and 6.2.A(2) of the Agreement are hereby deleted and replaced by the following:

     (1) Net Income. Except as otherwise provided in Section 6.3, Net Income for any Partnership Year shall be allocated to the Partners in the following manner and order of priority:

	(a)		first, to the General Partner to the extent that Net Losses previously allocated to the General Partner pursuant to Section 6.2.A(2)(c) below for all prior taxable years exceed Net Income previously allocated to the General Partner pursuant to this Section 6.2.A(1)(a) for all prior taxable years;
	(b)		second, to holders of Partnership Interests that are entitled to any preference in distribution with regard to invested capital to the extent that Net Losses previously allocated to such holders pursuant to Section 6.2.A(2)(b) below for all prior taxable years exceed Net Income previously allocated to such holders pursuant to this Section 6.2.A(1)(b) for all prior taxable years;
	(c)		third, to holders of Partnership Interests of a class not entitled to preference in distribution with regard to invested capital to the extent that Net Losses previously allocated to such holders pursuant to Section 6.2.A(2)(a) below for all prior taxable years exceed Net Income previously allocated to such holders pursuant to this Section 6.2.A(1)(c) for all prior taxable years;
	(d)		fourth, to the holders of any Partnership Interests that are entitled to any preference in distribution with regard to a preferred return in accordance with the rights of any such class of Partnership Interests (including Series A Preferred Units) until each such Partnership Interest has been allocated, Net Income equal to the excess of (x) the cumulative amount of preferred distributions such holders are entitled to receive (Series A Priority Return, in the case of Series A Preferred Units) to the last day of the current taxable year or to the date of Redemption or transfer, to the extent such Partnership Interests are redeemed or transferred in accordance with Section 8.6 hereof during such taxable year, over (y) the cumulative Net Income allocated to such holders, pursuant to this Section 6.2.A(1)(d) for all prior taxable years, (and, within such class, pro rata in proportion to the respective number of such Units each Holder holds as of the last day of the period for which such allocation is being made); and
	(e)		fifth, to each of the Partners, pro rata in proportion to their respective Percentage Interests.

     (2) Net Losses. Except as otherwise provided in Section 6.3, Net Losses for any Partnership Year shall be allocated to the Partners in the following manner and order of priority:

(a)

first, with respect to classes of Partnership Interests that are not entitled to any preference in distribution with regard to invested capital (including the Series A Preferred Units and the Common Units), pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made) until the

			Adjusted Capital Account (ignoring for this purpose any amounts a Partner is obligated to contribute to the capital of the Partnership or is deemed obligated to contribute pursuant to Regulations Section 1.704-1(b)(2)(ii)(c)(2)) of each Partner in such classes is reduced to zero;
	(b)		second, to the holders of any Partnership Interests that are entitled to any preference in distribution with regard to invested capital in accordance with the rights of any such class of Partnership Interests (and, if there is more than one class of such Partnership Interests, then in the reverse order of their preference in distribution), until the Adjusted Capital Account (modified in the same manner as in clause (i)) of each such holder is reduced to zero; and
	(c)		third, to the General Partner.

Section 16.5 Liquidation Proceeds

     A.  Distributions Upon Liquidation . Upon voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, distributions on the Series A Preferred Units shall be made in accordance with Section 13.2 hereof.

     B.  No Further Rights . After payment of the full amount of the liquidating distributions to which they are entitled (whether in accordance with Section 13.2 hereof, or by delivery of the Cash Amount or REIT Shares Amount in accordance with Section 8.6 hereof or both), the holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership.

     C.  Exercise of Redemption Rights . Series A Preferred Units are entitled to a right of Redemption in accordance with Section 8.6 hereof (such right to apply to Series A Preferred Units on the same basis and in the same manner as if such Series A Preferred Units were an equivalent number of Common Units). For purposes of determining the Cash Amount or REIT Shares Amount payable pursuant to Section 8.6 to a Tendering Partner each Series A Preferred Unit shall be treated as one Common Unit entitling the Tendering Partner to the Cash Amount attributable to one Common Unit or one REIT Share (as the same may be adjusted in accordance with the definition of “REIT Shares Amount” as set forth in Article 1 of the Agreement).

Section 16.6 Voting Rights

     A.  General . Holders of the Series A Preferred Units will have voting rights with regard to any matters requiring the consent or approval of the Limited Partners as if they held an equivalent number of Common Units.

Section 16.7 Transfer Restrictions

     The Series A Preferred Units shall be subject to the provisions of Article XI of the Agreement; provided however, that in addition to the transfers of all or any portion of a Limited Partner’s Partnership Interest that may be transferred without the consent of the General Partner, pursuant to Section 11.4.A. of the Agreement shall be added any transfer of Common Units or

Series A Preferred Units (i) to members or partners of the Contributor LPs; (ii) to the subsequent transfer by a transferee to a self-settled trust, the assets of which are treated as owned by the settler of the trust under Code Section 676(a); (iii) to a legal guardian in the case of any mental incapacity of such transferor in each case (being transfers pursuant to (i), (ii) or (iii) above), subject to the provisions of Section 11.7 of the Agreement; provided further that any such assignee under this Section 16.7 shall be admitted as a Limited Partner pursuant to Section 11.5 of the Agreement (provided that such assignment is not prohibited by Section 11.7 of the Agreement).

Section 16.8 No Conversion Rights

     The holders of the Series A Preferred Units shall not have any rights to convert such Partnership Units into any other securities of, or interest in, the Partnership.

Section 16.9 No Sinking Fund

     No sinking fund shall be established for the retirement or redemption of Series A Preferred Units.

     11. The Agreement is hereby amended by adding to Exhibit A of said Agreement the addendum to Exhibit A as set forth in Exhibit F hereto, so that all references to “Exhibit A” in the Agreement shall be deemed to be references to Exhibit A which shall include the addendum to Exhibit A attached hereto.

     12. The Contributor LPs agree and acknowledge that they shall have no right to exercise the right of Redemption set forth in Section 8.6 of the Agreement with respect to any Series A Preferred Units or Common Units held by them at any time prior to the first anniversary of the Effective Date.

     13. Except as amended by the provisions hereof, the Agreement, as previously amended, shall remain in full force and effect in accordance with its terms and is hereby ratified, confirmed and reaffirmed by the undersigned for all purposes and in all respects.

     14. Each Contributor LP hereby makes those certain representations and warranties (and covenants) set forth in Section 3.4 of the Agreement which shall be binding upon such Contributor LPs as if such representations and warranties (and covenants) were set forth herein.

     15. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto, their respective legal representatives, successors and assigns.

     16. Except as expressly amended or modified herein, the rights and obligations of the Contributor LPs with respect to the Common Units and Series A Preferred Units shall be as set forth in the Agreement.

     17. This Amendment may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart.

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

		GENERAL PARTNER:
		AMERICAN CAMPUS COMMUNITIES
		HOLDINGS LLC,
		a Maryland limited liability company
		By:
				Name:
				Title:
		ADDITIONAL LIMITED PARTNERS:

Keeling Family Irrevocable Trust		Rita Henneman Trust
Jeffrey M. Fenster		David Diana Revocable Trust
Sherryl Marsh		Mary Jane Diana Revocable Trust
Roger & Sherryl Marsh		Dennis E. Smith
Kent P. Dauten		Rodrick Schmidt
Dan Jaworski		David Keeling
Vernon Holland		Michael Henneman
Jeanette Holland		Michael Sheppard
Lucille Frasca Trust		Rodney Poole
Paul & Barbara Koch		Chad Worner
Donna Worner		Joseph Giblin
Eric Worner		Schmidt Family Investments LLC
HSW Properties LLC		Henneman Family LLC
Ralph J. Henneman Trust		Delores M. Henneman Trust B & C

		By:
				Michael J. Henneman, Attorney in Fact

Exhibit 99.3

REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

     This Registration Rights and Lock-Up Agreement (this “ Agreement ”) is entered into as of March 1, 2006 by and between American Campus Communities, Inc., a Maryland corporation (the “ Company ”), and each of the persons who are signatories hereto (each, a “ Holder ” and collectively, the “ Holders ”).

     WHEREAS, each Holder on the date of this Agreement received the number of units of limited partnership interest (“ Units ”) in American Campus Communities Operating Partnership, L.P., a Maryland limited partnership (the “ Operating Partnership ”), set forth next to such Holder’s name on Schedule A hereto, issued without registration under the Securities Act of 1933, as amended (the “ Securities Act ”) pursuant to a Contribution and Sale Agreement dated as of December 2, 2005 by and among the Contributors (as defined therein), the Company and the Operating Partnership (the “ Contribution Agreement ”);

     WHEREAS, under the Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated as of August 17, 2004 (the “ Partnership Agreement ”), on or after the first anniversary of the date of this Agreement, the holders of Units may present such Units to the Operating Partnership for redemption (the “ Redemption Right ”), the consideration for which redemption will be, at the Company’s option, either cash or shares of common stock, par value $.01 per share (“ Common Shares ”), of the Company; and

     WHEREAS, the Company has agreed to provide certain registration rights to the Holders in respect of the Common Shares as set forth in this Agreement.

      NOW, THEREFORE , in consideration of the foregoing, the mutual promises and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

     1.  Certain Definitions . As used in this Agreement, in addition to the other terms defined herein, the following capitalized defined terms shall have the following meanings:

     “ NASD ” shall mean the National Association of Securities Dealers, Inc.

     “ Person ” shall mean an individual, partnership, corporation, limited liability company, trust, or unincorporated organization, or other similar entity, or a government or agency or political subdivision thereof.

     “ Prospectus ” shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of all or any portion of the Registrable Shares covered by such Registration Statement, and by all other amendments and supplements to such prospectus, including post effective amendments, and in each case including all material incorporated by reference therein.

     “ Registrable Shares ” shall mean the Shares, excluding (i) Shares for which a Registration Statement relating to the sale thereof shall have become effective under the Securities Act and

which have been disposed of under such Registration Statement, (ii) Shares sold pursuant to Rule 144 under the Securities Act or (iii) Shares eligible for sale pursuant to Rule 144(k) under the Securities Act. All references in this Agreement to Rule 144 and subsections thereof shall refer to corresponding provisions of future law.

     “ Registration Expenses ” shall mean any and all expenses incident to performance of or compliance with this Agreement, including, without limitation: (i) all SEC, stock exchange or NASD registration and filing fees; (ii) all fees and expenses incurred in connection with compliance with state securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualification of any of the Registrable Shares and the preparation of a Blue Sky Memorandum) and compliance with the rules of the NASD; (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, certificates and other documents relating to the performance of and compliance with this Agreement; (iv) all fees and expenses incurred in connection with the listing, if any, of any of the Registrable Shares on any securities exchange or exchanges pursuant to Section 5 hereof; and (v) the fees and disbursements of counsel for the Company and of the independent public accountants of the Company, including the expenses of any special audit or “cold comfort” letters required by or incident to such performance and compliance. Registration Expenses shall specifically exclude underwriting discounts and commissions relating to the sale or disposition of Registrable Shares by a selling Holder, the fees and disbursements of counsel representing a selling Holders and transfer taxes, if any, relating to the sale or disposition of Registrable Shares by a selling Holder, each of which shall be borne by such Holder in all cases.

     “ Registration Statement ” shall mean any registration statement of the Company and any other entity required to be a registrant with respect to such registration statement pursuant to the requirements of the Securities Act which covers the resale of any of the Registrable Shares on an appropriate form, and all amendments and supplements to such registration statement, including post effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all materials incorporated by reference therein.

     “ SEC ” shall mean the Securities and Exchange Commission.

     “ Shares ” shall mean any Common Shares issued or to be issued to the Holders by the Company upon the Holders’ redemption of their Units in the Operating Partnership and any additional shares of Common Stock which become issuable by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration that results in an increase in the number of shares of outstanding Common Stock.

     2.  Lock-up Agreement . Each Holder hereby agrees that for one year from the date hereof, without the prior written consent of the Company, it will not offer, pledge, sell, contract to sell, grant any options for the sale of, seek the redemption of or otherwise transfer of dispose of, directly or indirectly, any Units (the “ Lock-up Period ”).

     3.  Registration .

          (a) Filing of Shelf Registration Statement . Subject to the conditions set forth in this Agreement, within 12 months of the date hereof, the Company shall cause to be filed a Registration Statement (the “ Shelf Registration Statement ”) under Rule 415 under the Securities Act relating to the sale by the Holders of all of the Registrable Shares in accordance with the terms hereof, and shall use all commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective by the SEC by the expiration of the Lock-up Period. Common Shares (other than Registrable Shares) may, at the Company’s option, be included among the securities covered by the Shelf Registration Statement. The Company may use an existing, effective registration statement under Rule 415 under the Securities Act as the Shelf Registration Statement if such registration statement otherwise complies with this Section 3(a). The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the earliest of (a) such time as the Company does not meet the requirements to register the Registrable Shares on Form S-3 (or similar successor form of registration statement), (b) the date on which the Holders no longer hold any Registrable Shares, or (c) the date on which all of the Registrable Shares held or subsequently acquired by the Holders have become eligible for sale pursuant to Rule 144(k) promulgated under the Securities Act (hereinafter referred to as the “ Shelf Registration Expiration Date ”).

          (b) Demand Registration . Subject to the conditions set forth in this Agreement, at any time after the Shelf Registration Expiration Date and while any Registrable Shares are outstanding, each Holder who is unable to sell its Registrable Shares pursuant to Rule 144(k) under the Securities Act may make a written request for registration under the Securities Act (each, a “ Demand Registration ”) of all or part of such Holder’s Registrable Shares so long as such Registrable Shares, together with the securities requested by other Holders to be included in such Demand Registration, constitute at least the greater of: (i) 30% of the total number of Registrable Shares held by the Holders, or (ii) Registrable Shares held by the Holders having a market value (based upon the market quotation for the Common Shares attributable thereto as of the date of such request) greater than $100,000. The written request for Demand Registration shall specify the aggregate number of Registrable Shares to be registered and the intended method of disposition. Notwithstanding the foregoing, the Company shall not be required to file any Registration Statement pursuant to this Section 3(b) on behalf of any Holder within six months after the effective date of any earlier Registration Statement so long as the Holder requesting the Demand Registration was given a notice offering such Holder the opportunity to sell Registrable Shares under such earlier Registration Statement; provided , however , that this six-month limitation shall not apply if a Holder requested that all or a part of the Holder’s Registrable Shares be included in the earlier Registration Statement but not all or such part were so included through no fault of the Holder, in which case the Holder may require the Company to file another registration statement pursuant to an additional Demand Registration (subject, in the event of a Demand Registration for less than all remaining Registrable Shares, to the same 30%/minimum value limitation set forth above). The Company may elect, at its option, to file such Demand Registration as a shelf registration pursuant to Rule 415 promulgated under the Securities Act. Within ten days after receipt of a request for a Demand Registration, the Company shall give written notice (the “ Company Notice ”) of such request to all other Holders, and may give such notice to other holders of Common Shares or securities convertible into or exchangeable for Common Shares, if any, and shall include in such Demand Registration

3

statement all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 30 days after the Company Notice is sent. Thereafter, the Company may elect to include in such registration additional Common Shares to be issued by the Company. In addition, the Holders consent to the inclusion in any Demand Registration of Common Shares of any other holders of Common Shares or securities convertible into or exchangeable for Common Shares. The Company may, in its sole discretion, elect to file the Registration Statement before receipt of notice from any Holder. The Company agrees to use its reasonable commercial efforts to cause such Registration Statement to be declared effective by the SEC as soon as practicable after the filing thereof and to keep the Registration Statement continuously effective for a period of at least 120 days thereafter, which period shall automatically be extended by the number of days, if any, during which the Registration Statement was suspended due to a Suspension Event (as defined below). A registration shall not constitute a Demand Registration until it has become effective.

          (c) Piggyback Registration . If at any time after the Shelf Registration Expiration Date and while any Registrable Shares are outstanding and a Registration Statement applicable to Holders under Sections 3(a) or 3(b) is not effective, the Company (in its sole discretion and without any obligation to do so) proposes to file a registration statement under the Securities Act with respect to an offering solely of Common Shares solely for cash (other than a registration statement (i) on Form S-8 or any successor form to such Form or in connection with any employee or director welfare, benefit or compensation plan, (ii) on Form S-4 or any successor form to such Form or in connection with an exchange offer, (iii) in connection with a rights offering exclusively to existing holders of Common Shares, (iv) in connection with an offering solely to employees of the Company or its subsidiaries, or (v) relating to a transaction pursuant to Rule 145 of the Securities Act), whether or not for its own account, the Company shall give prompt written notice of such proposed filing to the Holders. The notice referred to in the preceding sentence shall offer Holders the opportunity to register such amount of Registrable Shares as each Holder may request (a “ Piggyback Registration ”). Subject to the provisions of Section 4 below, the Company shall include in such Piggyback Registration all Registrable Shares for which the Company has received written requests for inclusion therein within 30 calendar days after the notice referred to above has been given by the Company to the Holders. Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriter advises the Company that the total number of Common Shares requested to be included in such registration exceeds the number of Common Shares that can be sold in such offering without impairing the pricing or other commercial practicality of such offering, the Company will include in such registration Common Shares in the following priority: (i) first, the full number of Common Shares requested to be included in such registration by holders of Common Shares with piggyback registration rights prior or superior to those of the Holders, and (ii) second, (A) Common Shares the Company proposes to sell, (B) Common Shares requested to be included in such registration by any Holders, and (C) Common Shares requested to be included in such registration by other holders of Common Shares with piggyback registration rights of priority similar to the Holders (with the number of such Common Shares of the Company, the Holders, and such other holders, respectively, to be included in the Piggyback Registration to be allocated pro rata among the Company, the Holders, and such other holders of Common Shares on the basis of the total number of Common Shares

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requested to be included in such registration by all of the Company, the Holders and such other holders of Common Shares).

          (d) Distribution of Materials . The Company shall furnish without charge to each such Holder such number of copies of the Registration Statement (including any amendments, supplements and exhibits), the Prospectus contained therein (including each preliminary prospectus and all related amendments and supplements) and any documents incorporated by reference in the Registration Statement or such other documents as such Holder may reasonably request in order to facilitate its sale of the Registrable Shares in the manner described in the Registration Statement.

          (e) Amendments and Supplements . The Company shall prepare and file with the SEC from time to time such amendments and supplements to the Registration Statement and Prospectus used in connection therewith as may be necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Shares until the earlier of (a) such time as all of the Registrable Shares have been disposed of in accordance with the intended methods of disposition by the Holders as set forth in the Registration Statement or (b) the date on which the Registration Statement ceases to be effective in accordance with the terms of this Section 3. Upon five business days’ notice, the Company shall file any supplement or post effective amendment to the Registration Statement with respect to the plan of distribution or such Holder’s ownership interests in Registrable Shares that is reasonably necessary to permit the sale of the Holder’s Registrable Shares pursuant to the Registration Statement. The Company shall file any necessary listing applications or amendments to the existing applications to cause the Shares registered under any Registration Statement to be then listed or quoted on the primary exchange or quotation system on which the Common Shares are then listed or quoted.

          (f) Notice of Certain Events . The Company shall promptly notify each Holder of, and confirm in writing, the filing of the Prospectus. At any time when a Prospectus relating to the Registration Statement is required to be delivered under the Securities Act by a Holder to a transferee, the Company shall immediately notify each Holder of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. In such event, the Company shall promptly prepare and furnish to each Holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the purchasers of Registrable Shares, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company will, if necessary, amend or supplement the Registration Statement of which such Prospectus is a part to reflect such amendment or supplement.

     4.  State Securities Laws . Subject to the conditions set forth in this Agreement, the Company shall, in connection with the filing of any Registration Statement hereunder, file such documents as may be necessary to register or qualify the Registrable Shares under the securities or “Blue Sky” laws of such states as any Holder may reasonably request, and the Company shall

use its commercially reasonable efforts to cause such filings to become effective; provided , however , that the Company shall not be obligated to qualify as a foreign corporation to do business under the laws of any such state in which it is not then qualified or to file any general consent to service of process in any such state. Once effective, the Company shall use its commercially reasonable efforts to keep such filings effective until the earlier of (a) such time as all of the Registrable Shares have been disposed of in accordance with the intended methods of disposition by the Holder as set forth in the Registration Statement, (b) in the case of a particular state, a Holder has notified the Company that it no longer requires an effective filing in such state in accordance with its original request for filing or (c) the date on which the Registration Statement ceases to be effective. The Company shall promptly notify each Holder of, and confirm in writing, the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares for sale under the securities or “Blue Sky” laws of any jurisdiction or the initiation or threat of any proceeding for such purpose.

     5.  Expenses . The Company shall bear all Registration Expenses incurred in connection with the registration of the Registrable Shares pursuant to this Agreement, except that each Holder shall be responsible for any brokerage or underwriting commissions and taxes of any kind (including, without limitation, transfer taxes) with respect to any disposition, sale or transfer of Registrable Shares sold by it and for any other legal, accounting and other expenses incurred by it.

     6.  Indemnification by the Company . The Company agrees to indemnify each of the Holders and their respective officers, directors, employees, agents, representatives and affiliates, and each person or entity, if any, that controls a Holder within the meaning of the Securities Act, and each other person or entity, if any, subject to liability because of his, her or its connection with a Holder, and any underwriter and any person who controls the underwriter within the meaning of the Securities Act (each an “ Indemnitee ”) against any and all losses, claims, damages, actions, liabilities, costs and expenses (including without limitation reasonable fees, expenses and disbursements of attorneys and other professionals), joint or several, arising out of or based upon any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any Registration Statement or Prospectus, or upon any untrue or alleged untrue statement of material fact contained in the Registration Statement or any Prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that the Company shall not be liable to such Indemnitee or any person who participates as an underwriter in the offering or sale of Registrable Shares or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement or in any such Prospectus in reliance upon and in conformity with information regarding such Indemnitee or its plan of distribution or ownership interests which was furnished to the Company for use in connection with the Registration Statement or the Prospectus contained therein by such Indemnitee or (ii) such Holder’s failure to send or give a copy of the final, amended or supplemented prospectus furnished to the Holder by the Company at or prior to the time such action is required by the Securities Act to the person claiming an untrue

statement or alleged untrue statement or omission or alleged omission if such statement or omission was corrected in such final, amended or supplemented prospectus.

     7.  Covenants of Holders . Each of the Holders hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of a Registration Statement with respect to such Holder’s Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in the Registration Statement to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the Holder for use therein unless such statement or omission was corrected in writing to the Company not less than two business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be delivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by such Registration Statement from the Holder through no fault of the Company.

     8.  Suspension of Registration Requirement .

          (a) The Company shall promptly notify each Holder of, and confirm in writing, the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement with respect to such Holder’s Registrable Shares or the initiation of any proceedings for that purpose. The Company shall use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of such a Registration Statement at the earliest possible moment.

          (b) Notwithstanding anything to the contrary set forth in this Agreement, the Company’s obligation under this Agreement to use its commercially reasonable efforts to cause the Registration Statement and any filings with any state securities commission to become effective or to amend or supplement the Registration Statement shall be suspended in the event and during such period as unforeseen circumstances exist (including without limitation (i) an underwritten primary offering by the Company if the Company is advised in writing by the underwriters that the sale of Registrable Shares under the Registration Statement would impair the pricing or other commercial practicality of the primary offering or (ii) pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that would require additional disclosure of material information by the Company in the Registration Statement or

7

such filing, as to which the Company has a bona fide business purpose for preserving confidentiality or which renders the Company unable to comply with SEC requirements) (such unforeseen circumstances being hereinafter referred to as a “ Suspension Event ”) that would make it impractical or unadvisable to cause the Registration Statement or such filings to become effective or to amend or supplement the Registration Statement, but such suspension shall continue only for so long as such event or its effect is continuing but in no event will that suspension exceed 90 days. The Company shall notify the Holders of the existence and, in the case of circumstances referred to in clause (i) of this Section 8(b), the nature of any Suspension Event.

          (c) Each Holder of Registrable Shares agrees, if requested by the Company in the case of a Company-initiated nonunderwritten offering or if requested by the managing underwriter or underwriters in a Company-initiated underwritten offering, not to effect any public sale or distribution of any of the securities of the Company of any class included in a Registration Statement, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of such Company-initiated registration), during the 15-day period prior to (as reasonably estimated by the Company in good faith), and during the 60-day period beginning on, the effective date of each Company-initiated offering made pursuant to the registration statement relating to such Company-initiated offering, to the extent timely notified in writing by the Company or the managing underwriters; provided , however , that such 60-day period shall be extended by the number of days from and including the date of the giving of any notice pursuant to Section 3(f) or (g) hereof to and including the date when each seller of Registrable Shares covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 3(g) hereof.

     9.  Black-Out Period . Each Holder agrees that, following the effectiveness of any Registration Statement relating to the Registrable Shares of such Holder, such Holder will not effect any sales of the Registrable Shares pursuant to such Registration Statement or any filings with any state securities commission at any time after such Holder has received notice from the Company to suspend sales as a result of the occurrence or existence of any Suspension Event or so that the Company may correct or update the Registration Statement or such filing. The Holder may recommence effecting sales of the Shares pursuant to the Registration Statement or such filings following further notice to such effect from the Company, which notice shall be given by the Company not later than five days after the conclusion of any such Suspension Event.

     10.  Additional Shares . The Company, at its option, may register, under any Registration Statement and any filings with any state securities commissions filed pursuant to this Agreement, any number of unissued Common Shares of the Company or any Common Shares of the Company owned by any other shareholder or shareholders of the Company.

     11.  Contribution . If the indemnification provided for in Sections 6 and 7 is unavailable to an indemnified party with respect to any losses, claims, damages, actions, liabilities, costs or expenses referred to therein or is insufficient to hold the indemnified party harmless as contemplated therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, actions, liabilities, costs or expenses in such proportion as

is appropriate to reflect the relative fault of the Company, on the one hand, and the Indemnitee, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, actions, liabilities, costs or expenses as well as any other relevant equitable considerations. The relative fault of the Company, on the one hand, and of the Indemnitee, on the other hand, shall be determined by reference to, among other factors, whether the untrue or alleged untrue statement of a material fact or omission to state a material fact relates to information supplied by the Company or by the Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided , however , that in no event shall the obligation of any indemnifying party to contribute under this Section 11 exceed the amount that such indemnifying party would have been obligated to pay by way of indemnification if the indemnification provided for under Sections 6 or 7 hereof had been available under the circumstances.

     The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 11 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph.

     Notwithstanding the provisions of this Section 11, no Holder shall be required to contribute any amount in excess of the amount by which the gross proceeds from the sale of Shares exceeds the amount of any damages that the Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission. No indemnified party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any indemnifying party who was not guilty of such fraudulent misrepresentation.

     12.  No Other Obligation to Register . Except as otherwise expressly provided in this Agreement, the Company shall have no obligation to the Holders to register the Registrable Shares under the Securities Act.

     13.  Rule 144 Sales . The Company covenants that it will file the reports required to be filed by the Company under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of the Holder(s), make publicly available such information as necessary so as to enable the Holder(s) to sell Shares pursuant to Rule 144 under the Securities Act) and it will do all such other acts and things from time to time reasonable requested by the Holder(s) of the Shares to the extent required to enable the Holder(s) to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation adopted by the Commission.

     14.  Amendments and Waivers . The provisions of this Agreement may not be amended, modified, or supplemented or waived without the prior written consent of the Company and Holders holding in excess of two-thirds of the aggregate of all Registrable Shares then outstanding. Notwithstanding the foregoing, the Company may amend Schedule A hereto without the consent of Holders to reflect (i) a transfer of Units or Registrable Shares to a substitute or additional Holder in accordance with the terms hereof; or (ii) a reduction in the

number of Registrable Shares then held by the Holders.

     15.  Notices . Except as set forth below, all notices and other communications provided for or permitted hereunder shall be in writing and shall be deemed to have been duly given if delivered personally or sent by facsimile, registered or certified mail (return receipt requested), postage prepaid or courier or overnight delivery service to the respective parties at the following addresses (or at such other address for any party as shall be specified by like notice, provided that notices of a change of address shall be effective only upon receipt thereof), and further provided that in case of directions to amend the Registration Statement pursuant to Section 3(e) or Section 7, a Holder must confirm such notice in writing by overnight express delivery with confirmation of receipt:

In addition to the manner of notice permitted above, notices given pursuant to Sections 3, 8 and 9 hereof may be effected telephonically and confirmed in writing thereafter in the manner described above.

     16.  Successors and Assigns . This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement and the rights granted hereunder may not be assigned by any Holder; provided , however , that a Holder may assign its rights and obligations hereunder, following at least ten days prior written notice to the Company, to a permitted transferee in connection with a transfer of Units in accordance with the terms of the Partnership Agreement, if such transferee agrees in writing to be bound by all of the provisions hereof. Any attempted assignment hereof by any Holder that is not in accordance with the foregoing will be void and of no effect and shall terminate all obligations of the Company hereunder.

     17.  Counterparts . This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

     18.  Governing Law . This Agreement shall be governed by and construed in

accordance with the laws of the State of Maryland applicable to contracts made and to be performed wholly within said State.

     19.  Severability . In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law.

     20.  Entire Agreement . This Agreement is intended by the parties as a final expression of their agreement and intended to be the complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to such subject matter. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

		AMERICAN CAMPUS COMMUNITIES, INC.
		By:
				Name:
				Title:
		HOLDERS:
		Keeling Family Irrevocable Trust
		Jeffrey M. Fenster
		Sherryl Marsh
		Roger & Sherryl Marsh
		Kent P. Dauten
		Dan Jaworski
		Vernon Holland
		Jeanette Holland
		Lucille Frasca Trust
		Paul & Barbara Koch
		Donna Worner
		Eric Worner
		HSW Properties LLC
		Ralph J. Henneman Trust
		Delores M. Henneman Trust B & C
		Rita Henneman Trust
		David Diana Revocable Trust
		Mary Jane Diana Revocable Trust
		Dennis E. Smith
		Rodrick Schmidt
		David Keeling
		Michael Henneman
		Michael Sheppard
		Rodney Poole
		Chad Worner
		Joseph Giblin
		Schmidt Family Investments, LLC
		Henneman Family LLC
		By:
				Michael J. Henneman, Attorney in Fact

Exhibit 99.4

AGREEMENT REGARDING
TAX MATTERS

     This AGREEMENT REGARDING TAX MATTERS (this “ Agreement ”) is dated as of March 1, 2006, by and among American Campus Communities Operating Partnership LP, a Maryland limited partnership (the “ Partnership ”), American Campus Communities Holdings LLC, a Maryland limited liability company (the “ General Partner ”), American Campus Communities, Inc., a Maryland corporation, (“ REIT ”) and each of the limited partners of the Partnership who have executed a signature page hereto (each, a “ Limited Partner ” and collectively, the “ Limited Partners ”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in Section 1 of this Agreement.

RECITALS:

     A. As of the date hereof, the Limited Partners have transferred the Property Interests to the Partnership, partially selling a portion of the Property Interests (“Sale Property”) in exchange for $14,859,311 in cash and $40,559,611 in promissory notes (“Sale Consideration”), and partially contributing the remaining portion of the Property Interests (“Contributed Property”) in exchange for (i) 2,090,602 Common Units in the Partnership, (ii) 114,964 Series A Preferred Units in the Partnership and (iii) $5,344,944 in cash (the “Cash Reimbursement Amount”, as defined in Section 1) ((i), (ii) and (iii) together the “Contribution Consideration”), which transactions together are referred to as the “Contribution and Sale Transaction”;

     B. The parties to this Agreement acknowledge and agree that, to the extent permitted by applicable tax law, the Contribution and Sale Transaction will be treated for Federal and state and local income tax purposes as (i) a tax-free contribution under Section 721(a) of the Code (and Section 1.707-4(d) of the Treasury Regulations) of the Contributed Property in exchange for the Contribution Consideration, and (ii) a sale of the Sale Property in exchange for the Sale Consideration; and

     C. The Partnership, the General Partner and the REIT have agreed to enter into this Agreement with the Limited Partners to provide protection with respect to certain tax matters relating to the Partnership Agreement.

     NOW THEREFORE, in consideration of the mutual agreements and covenants herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned parties hereby agree as follows:

      Section 1. Defined Terms

     “ Agreed Value ” shall mean with respect to each Property the value set forth opposite the name of such Property on Exhibit A hereto.

     “ Business Day ” means any day other than Saturday or Sunday or other day upon which national banks in Austin, Texas are required or permitted by applicable law to be closed.

     “ Cash Consideration ” has the meaning assigned to it in the Contribution and Sale Agreement.

     “ Cash Reimbursement Amount ” means an amount of cash equal to the sum of (i) capital expenditures that are attributable to partnership organization and syndication costs (as described in Section 709 of the Code) treated for Federal income tax purposes as having been paid by the Limited Partners during the two year period preceding the Closing Date, and (ii) capital expenditures incurred with respect to the Properties within the two (2) year period preceding the Closing Date, in each case which are permitted to be reimbursed by the Partnership (without recognition of gain by the Limited Partners) under Treasury Regulation Section 1.707-4(d) and which are set forth in a schedule to be provided by the Contributors Representatives to the Partnership at least fifteen (15) days prior to the Closing Date (and which are subject to substantiation as described in Section 14 hereof). However, in no event shall the Cash Reimbursement Amount exceed $12,000,000.

     “ Closing Date ” shall mean the date of this Agreement.

     “ Code ” shall have the meaning assigned to it in Section 2.1 of this Agreement.

     “ Common Unit ” shall have the meaning assigned thereto in the Partnership Agreement.

     “ Contributed Property ” has the meaning assigned to it in the Recitals to this Agreement.

     “ Contributee ” shall have the meaning assigned to it in the Contribution and Sale Agreement.

     “ Contribution Consideration ” has the meaning assigned to it in the Recitals to this Agreement.

     “ Contribution and Sale Agreement ” means that certain Contribution and Sale Agreement dated as of December 2, 2005 entered into by the parties to this Agreement.

     “ Contribution and Sale Transaction ” has the meaning assigned to it in the Recitals to this Agreement.

     “ Contributors Representatives ” shall have the meaning assigned to it in the Contribution and Sale Agreement.

     “ Debt Amount ” has the meaning assigned to it in Section 2.4(a) of this Agreement.

     “ Debt/Election Event ” has the meaning assigned to it in Section 2.5(c) of this Agreement.

     “ Debt Protected Period ” means the period beginning on the Closing Date and ending on the sixth anniversary of the Closing Date.

     “ Disposition ” has the meaning assigned to it in Section 2.2 of this Agreement.

     “ Disposition Transaction ” has the meaning assigned to it in Section 2.5(b) of this Agreement.

     “ Fair Market Value ” shall have the meaning assigned thereto in the Partnership Agreement.

     “ Limited Partner ” has the meaning assigned to it in the preamble to this Agreement (the names and addresses of the Limited Partners are set forth on Exhibit B hereto).

     “ Negative Balance ” has the meaning assigned to it in Section 2.4(a) of this Agreement.

     “ Net Income ” shall have the meaning assigned to it in the Partnership Agreement.

     “ Nonrecourse Liabilities ” has the meaning assigned to it in the Partnership Agreement.

     “ Partnership ” shall have the meaning assigned to it in the preamble to this Agreement.

     “ Partnership Agreement ” means the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of August 17, 2004, as amended.

     “ Partnership Minimum Gain ” has the meaning assigned to it in the Partnership Agreement.

     “ Partnership Units ” means collectively (i) the Common Units and (ii) the Series A Preferred Units issued by the Partnership to the Limited Partners.

     “ Partnership Year ” has the meaning assigned to it in the Partnership Agreement.

     “ Percentage Interest ” has the meaning assigned to it in the Partnership Agreement.

     “ Person ” shall mean an individual, corporation, limited liability company, partnership, association, trust, unincorporated organization, other entity or group (as defined in Section 13(d) of the Exchange Act) and such Person’s successors and assigns.

     “ Properties ” means, collectively, those certain student housing properties further described in Exhibit C hereto.

     “ Property Interests ” means collectively, (i) those certain ownership interests in one or more Persons (that own directly or indirectly one or more of the Properties) and (ii) those certain fee simple interests in one or more of the Properties, in each case as further described in Exhibit D hereto.

     “ Protected Parties ” has the meaning assigned to it in Section 2.1 of this Agreement.

     “ Redemption ” has the meaning assigned to it in the Partnership Agreement.

     “ Replacement Asset(s) ” has the meaning assigned to it in Section 2.3 of this Agreement.

     “ REIT ” has the meaning assigned to it in the preamble to this Agreement.

     “ REIT Share ” has the meaning assigned to it in the Partnership Agreement.

     “ Retained Amount ” shall have the meaning assigned to it in the Contribution and Sale Agreement.

     “ Sale Consideration ” has the meaning assigned to it in the Recitals to this Agreement.

     “ Sale Property ” has the meaning assigned to it in the Recitals to this Agreement.

     “ Series A Preferred LP Return ” has the meaning assigned to it in the Partnership Agreement.

     “ 704(c) Protected Period ” means the period beginning on the Closing Date and ending on the fourth anniversary of the Closing Date.

     “ 704(c) Gain ” shall have the meaning set forth in Section 2.2 of this Agreement.

     “ Statement ” shall have the meaning assigned to it in Section 2.15 of this Agreement.

     “ Subsidiary ” shall mean any Person more than fifty percent (50%) of the ownership interests in which are owned directly or indirectly by the Partnership.

     “ Tax Items ” shall have the meaning assigned to it in the Partnership Agreement.

      Section 2. Tax Matters

     2.1 Section  704(c) Method . For the benefit of the direct and indirect beneficial owners of the Partnership Units issued at the Closing and any successor or assign thereof who acquires any of the Partnership Units in a transaction pursuant to which the Partnership Units are “substituted basis property” (as such term is used in Section 7701(a)(42) of the Code) for federal income tax purposes (the “Protected Parties”), the General Partner and the Partnership agree that the Partnership and any entity in which the Partnership holds a direct or indirect interest, shall, with respect to the Contributed Property use the “traditional method” under Section 704(c) of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder with no curative or remedial allocations under Section 704(c) of the Code. The General Partner agrees to cause any entity that is treated as a partnership for federal income tax purposes to which any of the Contributed Property is transferred in a transaction that is wholly or partially nontaxable (a) to use the traditional method without curative or remedial allocations under Section 704(c) of the Code with respect to such Contributed Property and (b) to agree, for the benefit of the Protected Parties, to be bound by the provisions of this Section 2.1 as though such entity were the Partnership.

     2.2 7 04(c) Protected Period . The General Partner and the Partnership agree with the Protected Parties that neither the Partnership nor any entity in which the Partnership holds a direct or indirect interest will, directly or indirectly, sell, transfer or dispose of any of the Contributed Property or any direct or indirect interest therein (a “Disposition”) during the 704(c) Protected Period in any transaction pursuant to which any Protected Party would recognize taxable income pursuant to Code Section 704(c) due to the difference between the Agreed Value

of such Contributed Property and the Protected Party’s adjusted basis in the Contributed Property for federal income tax purposes as of the Closing Date (“704(c) Gain”), unless (i) the Partnership or the entity in which it holds a direct or indirect interest obtains the prior written consent of each Protected Party who would recognize 704(c) Gain as a result of such Disposition or (ii) the Partnership or the entity in which it owns a direct or indirect interest indemnifies each Protected Party that recognizes any such 704(c) Gain as a result of such Disposition in accordance with Section 2.5(b) hereof. Replacement Assets (as defined in section 2.3 of this Agreement) received as “substituted basis property” (as such term is used in Section 7701(a)(42) of the Code) with respect to the nontaxable Disposition of any interest in the Contributed Property shall be treated as Contributed Property for purposes of the provisions of this Agreement.

     2.3 Certain Permitted Transactions . The restrictions set forth in Section 2.2 hereof shall not apply to a transaction involving any interest in the Contributed Property to the extent (i) that such transaction qualifies as a like-kind exchange under Section 1031 of the Code in which no income or gain is recognized by or allocated to any of the Protected Parties as a result of the exchange (including as a result of Section 1031(f) of the Code or any successor provision), (ii)(A) the transaction is treated for federal income tax purposes as either (x) a transfer to an entity whose separate existence from the Partnership is disregarded for federal income tax purposes or (y) a transfer to an entity that is treated as a partnership for federal income tax purposes, and (B) no gain is recognized by or allocable to any or the Protected Parties as a result of the transaction or (iii) such transaction is a nonrecognition transaction giving rise to no recognition of income to the Protected Parties for federal income tax purposes. The property or interests in a transferee received in any of the nontaxable transactions described in this section 2.3 by the Partnership or any entity in which the Partnership holds a direct or indirect interest in exchange for an interest in the Contributed Property is referred to herein as the “Replacement Asset(s).” The provisions of this Agreement shall apply to any Replacement Asset as if such Replacement Asset was a Contributed Property.

     2.4 Debt Protected Period .

          (a) The General Partner covenants and agrees to and for the benefit of the Protected Parties, that at all times during the Debt Protected Period the Partnership will maintain, and will cause each entity in which the Partnership holds a direct or indirect interest to maintain, sufficient nonrecourse indebtedness (the “Nonrecourse Indebtedness”) so that the liabilities of the Partnership that are allocated under Treasury Regulations Section 1.752-3(a)(1), (2) and (3) to the Limited Partners indicated on Exhibit E hereto (or any successors or assigns thereof that are Protected Parties), shall be in each case not less than the lesser of (i) the deficit tax basis capital accounts specified on Exhibit E , as adjusted from time to time for income or loss allocated, and cash distributed, to the Limited Partners by the Partnership (each such negative balance as so adjusted is referred to herein as a “Negative Balance”), and (ii) $20,000,000 (the lesser of (i) and (ii) being referred to herein as the “Debt Amount”). Such Nonrecourse Indebtedness so allocated will, as permitted by applicable law, represent “qualified nonrecourse financing” within the meaning of Section 465(d)(6) of the Code. For the avoidance of doubt, the parties agree that the Partnership’s obligations under this Agreement to provide sufficient allocations of indebtedness shall continue through the Debt Protected Period. During the six year period following the Debt Protected Period, the General Partner shall either (i) maintain Nonrecourse Indebtedness at least equal to the Debt Amount or (ii) maintain partner nonrecourse

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debt within the meaning of Section 1.704-2(b)(4) of the Treasury Regulations and/or nonrecourse debt within the meaning of Section 1.752-1(a) of the Treasury Regulations at least equal to the sum of the Negative Balances and afford each Protected Party with a reasonable opportunity to provide a “bottom” guaranty with respect to a portion of such debt equal to its respective Negative Balance (such “bottom” guaranty to be in substantially the form attached hereto as Exhibit F).

          (b) The parties acknowledge and agree that prior to the delivery by Contributors Representatives of final Negative Balances (and the required debt allocations) for Exhibit E , the amounts set forth in Exhibit E shall be an estimate only of the required debt allocations, and during the period described in the next sentence, the Partnership shall be responsible for maintaining, and causing the entities in which the Partnership holds a direct or indirect interest to maintain, sufficient nonrecourse indebtedness so that the liabilities of the Partnership that are allocated under Treasury Regulations Section 1.752-3(a)(1), (2) and (3) to the Limited Partners indicated on Exhibit E (or any successors or assigns thereof that are Protected Parties) shall be, in each case, not less than 110% of the amounts specified in the estimates specified on Exhibit E . The Contributors Representatives will be required to provide the final Negative Balances within 90 days after the Closing Date (and such Negative Balances as provided by the Contributors Representatives shall be binding upon the Limited Partners). In no event shall the Negative Balances set forth on Exhibit E (whether as initial estimates or as the final Negative Balances) exceed $18,000,000.

     2.5 Indemnity . Sections 2.1, 2.2 and 2.4 hereof shall not apply to any transaction or event if:

          (a) In the case of the use of any allocation method with respect to the Contributed Property other than permitted by Section 2.1 hereof, concurrently with the occurrence of such event (or if later, ten days before the date upon which the estimated payment of the taxes subject to the indemnity hereunder is due), the Partnership pays to each of the Protected Parties (1) an amount equal to the aggregate federal, state and local income taxes payable by such Protected Party as a result of the use of such allocation method (including, for the avoidance of doubt, all taxes imposed in respect of items allocated to Protected Parties as a result of curative allocations not permitted by Section 2.1, allocations of remedial items or similar allocations by the Partnership or an entity in which the Partnership owns a direct or indirect interest) plus (2) any interest, penalties and reasonable fees of accountants and attorneys attributable to the use of such allocation method, plus (3) an amount equal to the aggregate federal, state and local income taxes payable by the Protected Parties as a result of the receipt of the payments required by this Section 2.5(a) (including for this purpose all taxes on payments hereunder intended to compensate or indemnify the recipient hereof for tax liability and other costs and expenses);

          (b) In the case of a transaction or event that would otherwise have been prohibited by Section 2.2 hereof (a “Disposition Transaction”), concurrently with the consummation of such Disposition Transaction or the occurrence of such event (or if later, ten days before the date upon which the estimated payment of the taxes subject to the indemnity hereunder is due), the Partnership pays to each of the Protected Parties (1) an amount equal to the lesser of (i) the aggregate federal, state and local income taxes payable by such Protected Party

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on the Section 704(c) Gain recognized by the Protected Party as a result of, or in connection with, such Disposition Transaction, or (ii) the aggregate federal, state and local income taxes that would have been payable by such Protected Party if the Contributed Assets that are the direct or indirect subject of the Disposition Transaction had been sold on the Closing Date with respect to such Contributed Assets for their fair market value determined in a manner consistent with the final allocations of the Sale Consideration and the Contribution Consideration made pursuant to Section 2.14 hereof; plus, in the case of both (i) and (ii), (2) any interest, penalties and reasonable fees of accountants and attorneys attributable to the Disposition Transaction, plus (3) an amount equal to the aggregate federal, state and local income taxes payable by the Protected Parties as a result of the receipt of the payments required by this Section 2.5(b) (including for this purpose all taxes on payments hereunder intended to compensate or indemnify the recipient hereof for tax liability and other costs and expenses); and

          (c) In the case of any transaction or event that would otherwise have been prohibited by Section 2.4 hereof or constitutes a breach of the General Partner or the Partnership’s obligations under Section 2.10 below (either, a “Debt/Election Event”), concurrently with the consummation of such transaction or the occurrence of such event (or, if later, ten days before the date upon which the estimated payment of the taxes subject to the indemnity hereunder is due), the Partnership pays to each of the Protected Parties (1) an amount equal to the aggregate federal, state and local income taxes payable by such Protected Party as a result of, or in connection with, such Debt/Election Event, plus (2) any interest, penalties and reasonable fees of accountants and attorneys attributable to the Debt/Election Event, plus (3) an amount equal to the aggregate federal, state and local income taxes payable by the Protected Parties as a result of the receipt of the payments required by this Section 2.5(c) (including for this purpose all taxes on payments hereunder intended to compensate or indemnify the recipient hereof for tax liability and other costs and expenses).

For purposes of the preceding clauses (a), (b) and (c), (i) all income arising from the transaction or event that is treated as ordinary income under the applicable provisions of the Code and all payments provided for in this Section 2.5 shall be treated as subject to federal, state and local income tax at the applicable effective tax rates imposed on ordinary income by the Code and the tax laws of the applicable states in which such income is taxable (assuming for these purposes that such income is the last income recognized by each Protected Party), (ii) all other income arising from the transaction or event shall be treated as subject to federal, state and local income tax at the applicable effective tax rates imposed on long-term capital gains by the Code and the tax laws of the applicable states in which such income is taxable (assuming for these purposes that such income is the last income recognized by each Protected Party), (iii) any amounts payable pursuant to the indemnity provided for in this Section will be determined without giving effect to any loss carry forwards or loss carry backs available to the Protected Party and (iv) any amounts payable under the indemnity with respect to state and local income taxes shall not be deducted for purposes of calculating federal income taxes hereunder unless the Partnership, upon advice of its tax advisors, shall reasonably determine that such amounts are deductible for federal income tax purposes on the Protected Party’s return. The provisions of this Section 2.5 shall be subject to the provisions of Section 6 hereof.

          2.6 Initial Capital Accounts . The General Partner agrees that the initial capital accounts of the Contributors in the Partnership shall be as set forth on Exhibit G. The

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initial capital accounts shall be determined based on the Fair Market Value of the REIT Shares and the number of Partnership Units issued to each Limited Partner on the Closing Date.

          2.7 Third Party Beneficiaries . The General Partner and the Partnership agree that each of the Protected Parties is an intended third party beneficiary of the provisions of this Agreement and that the provisions of this Agreement are enforceable by any of them.

          2.8 Preservation of Tax Status . The General Partner and the Partnership agree with the Protected Parties that (i) at no time during the Debt Protected Period will the REIT or the Partnership take any action that would cause the Partnership to be treated as an entity that would be taxable as a corporation for federal income tax purposes and (ii) during the Debt Protected Period the REIT and the Partnership will use commercially reasonable efforts to maintain the REIT’s status as a “real estate investment trust” under the Code.

          2.9 Income Tax Audits; Debt Allocation Information .

               (a) The Partnership agrees to (i) consult in good faith with Contributors Representatives regarding the filing of a Code Section 6227(b) administrative adjustment request with respect to any Contributed Property directly or indirectly owned by it before filing such request, (ii) consult in good faith with Contributors Representatives regarding the filing of a petition for judicial review of an administrative adjustment request under Section 6228 of the Code, or a petition for judicial review of a final partnership administrative judgment under Section 6226 of the Code relating to any Contributed Property before filing such petition, (iii) give Contributors Representatives prompt notice of the receipt of any written notice that the Internal Revenue Service or any state or local taxing authority intends to examine income tax returns of the Partnership or any subsidiary (with respect to any Contributed Property) for any year, receipt of written notice of the beginning of an administrative proceeding at the Partnership level relating to any Contributed Property under Section 6223 of the Code, receipt of written notice of the final partnership administrative adjustment relating to any Contributed Property pursuant to Section 6223 of the Code, and receipt of any request from the Internal Revenue Service for waiver of any applicable statute of limitations with respect to the filing of any tax return by the Partnership or any subsidiary (to the extent that the Partnership reasonably determines that the Internal Revenue Service is likely to examine federal income tax issues that could reasonably be expected to have a material adverse effect on the Protected Parties), and (iv) notify Contributors Representatives if the Partnership does not intend to file for judicial review with respect to any Contributed Property.

               (b) The General Partner agrees to provide each Protected Party with such information as is reasonably available to the Partnership regarding allocations of the Partnership’s indebtedness under Section 752 of the Code and the Treasury Regulations thereunder, as such parties may reasonably request from time to time.

               (c) The Protected Parties have retained qualified tax counsel to advise them in connection with the negotiation and execution of this Agreement and the transactions described herein. The Protected Parties agree and acknowledge that neither the Partnership, the General Partner nor the REIT has made any representations to them regarding the application or interpretation of the applicable provisions of federal and state tax laws to this Agreement or the

transactions described herein; provided, that, the provisions of this Section 2.9(c) shall have no effect upon the representations and warranties of the REIT and the Partnership set forth in the Contribution and Sale Agreement.

          2.10 Code Section 754 Election . If the Partnership does not already have a Code Section 754 election in effect, upon the request of a Protected Party it will make such an election.

          2.11 Distribution Deferral . At the election of the Contributors Representatives, the Partnership shall limit distributions to the Protected Parties for 2 years to meet the safe-harbor requirements of Section 1.707-4 of the Treasury Regulations. Any amount by which a distribution during such 2 year period is limited (reduced) shall be deferred and paid to the Protected Parties within thirty days after the end of such two year period.

          2.12 Transfer Taxes . The Protected Parties shall have no liability for any state transfer taxes paid as a result of the subsequent transfer of any Contributed Property or Sale Property (or any of the Properties) by or at the direction of the Partnership after the Closing Date.

          2.13 Basis Allocation . Each Limited Partner and the Partnership agree to allocate the basis of the Contributed Property in the manner as set forth on Exhibit H by allocating between Contributed Property and Sale Property based on (i) the Fair Market Value of the Contribution Consideration as of the Closing Date and (ii) the amount of cash comprising the Sale Consideration.

          2.14 Allocation of Consideration . Each Limited Partner and the Partnership agree, subject to provision by the Contributors Representatives of reasonable support for such allocation prior to the Closing (and the consent of the auditors of the Partnership and the REIT), to allocate the aggregate consideration received for the Contributed Property and the Sale Property as set forth on Exhibit I (with such allocation providing (i) an allocation of 25% of the aggregate consideration to land and (ii) an allocation to personal property of an amount equal to or less than its adjusted tax basis).

          2.15 Tax Treatment; Reporting . To the extent permitted by applicable tax law, the parties to this Agreement agree to treat the Contribution and Sale Transaction for Federal and state and local income tax purposes as (i) a tax-free contribution under Section 721(a) of the Code of the Contributed Property in exchange for the Contribution Consideration, and (ii) the transfer of the Sale Property in exchange for the Sale Consideration received pursuant to each of the Purchase and Sale Agreements that are exhibits to the Contribution and Sale Agreement as sales both in form and pursuant to Federal Treasury Regulations Section 1.707-3. Further, to the extent permitted by applicable tax law, the parties to this Agreement agree to treat any conveyances of equity interests pursuant to Section 2 of the Contribution and Sale Agreement as conveyances of interests in one or more entities that are disregarded entities for Federal income tax purposes as provided in Treasury Regulation Section 301.7701-3, such that for Federal income tax purposes such conveyances will be treated as conveyances of undivided interests in the Properties. Each party agrees to prepare all Federal, state and local income tax returns, reports, disclosure statements and other information consistent with the foregoing. If the Partnership determines that it is required to prepare and file any tax shelter

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disclosure statement, such as Federal Form 8886 or any similar form or disclosure statement for state or local tax purposes (a “Statement”), it shall first submit a draft of such Statement to the Contributors Representatives for its review and approval (which approval will not be unreasonably withheld, conditioned or delayed) before filing such Statement with the tax authorities.

      Section 3. Notices. Except as otherwise specifically provided herein, all notices, requests, claims, demands and other communications under this Agreement will be in writing and will be deemed given upon delivery if delivered personally or one Business Day after being sent by overnight courier (providing proof of delivery) to the Partnership, the General Partner or the REIT at the address of such party set forth below, and to any Limited Partner at the address set forth on the signature pages hereto (or at such other address for a party as specified by like notice):

           if to the Partnership, the General Partner or the REIT :

c/o American Campus Communities, Inc.
805 Las Cimas Parkway, Suite 400
Austin, Texas 87846
Attention: William C. Bayless, Jr.
Facsimile: (512) 494-0603

with a copy to:

Locke Liddell & Sapp LLP
2200 Ross Avenue, Suite 2200
Dallas, TX 75201
Attention: Bryan L. Goolsby
Facsimile: (214) 740-8800

Any party may give any notice, request, demand, claim or other communication hereunder using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail or electronic mail), but no such notice, request, demand, claim or other communication shall be deemed to have been duly given unless and until it actually is received by the party for whom it is intended. Any party or its assignee may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other parties notice in the manner herein set forth.

      Section 4. Interpretation. When a reference is made in this Agreement to a Section, or an Exhibit, such reference will be to a Section of, or an Exhibit to, this Agreement unless otherwise indicated. Whenever the words “include”, “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term.

      Section 5. Counterparts. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. An executed counterpart of this Agreement (or any amendment hereto in accordance with Section 6 below) may be delivered by facsimile, and a signature delivered by facsimile shall be deemed to constitute an original signature for all purposes.

      Section 6. Amendment; Change in Law. Except as expressly provided to the contrary in this Section 6, this Agreement may only be amended or modified in an instrument in writing signed by, or on behalf of, the Partnership, the General Partner, the REIT and each Protected Party whose interest would be adversely affected by such amendment or modification. Notwithstanding the foregoing, in the event that there is a change in applicable tax laws (regardless of whether such change in applicable tax laws is attributable to any amendment or modification to the Code or the Treasury Regulations or the promulgation of any rulings or any judicial precedent) following the Closing Date (a “Change in Law”) that would prohibit the Partnership from satisfying any of its obligations hereunder then the Partnership and the Contributors Representatives are hereby authorized and directed to amend this Agreement as necessary to provide the Protected Parties with the same tax treatment with regard to the matters described herein (or as near thereto as possible) as they would have received if there were no such Change in Law. Notwithstanding any provision of this Agreement to the contrary, neither the Partnership, the General Partner nor the REIT shall have any liability hereunder with respect to any liability, costs or expenses incurred by the Protected Parties as a result of a Change in Law.

      Section 7. Debt Allocation. The Partnership covenants and agrees that it shall comply with Section 1.752-3 of the Treasury Regulations (and any successor provisions of the Treasury Regulations) in determining each Protected Party’s share of the Nonrecourse Liabilities of the Partnership and that, subject to any change in applicable tax law that would require the Partnership to use a different method of determining each Protected Party’s share of the Nonrecourse Liabilities of the Partnership, each Protected Party’s share of the Nonrecourse Liabilities of the Partnership shall be equal to the sum of (i) the Protected Party’s share of Partnership Minimum Gain, plus (ii) the amount of any taxable gain that would be allocated to the Protected Party under Section 704(c) of the Code (or in the same manner as Section 704(c) of the Code in connection with a revaluation of Partnership property) if the Partnership disposed of (in a taxable transaction) all Partnership property subject to one or more Nonrecourse Liabilities of the Partnership in full satisfaction of the liabilities and for no other consideration, plus (iii) the Protected Party’s pro rata share of excess nonrecourse liabilities not allocated under clauses (i) and (ii) of this Section 7 to be determined by (x) allocating an excess nonrecourse liability to a Protected Party up to the amount of built-in gain that is allocable to the Protected Party on Section 704(c) property (as defined under Treasury Regulation Section 1.704-3(a)(3)(ii)) or property for which reverse Section 704(c) allocations are applicable (as described in Treasury Regulation Section 1.704-3(a)(6)(i)) where such property is subject to the nonrecourse liability, to the extent that such built-in gain exceeds the gain described in Treasury Regulation Section 1.752-3(a)(2) with respect to such property, then (y) allocating the amount, if any, of the excess nonrecourse liability that is not allocated under (x) to each Protected Party in accordance with their respective Percentage Interests.

      Section 8. Entire Agreement. This Agreement constitutes, the entire agreement and supersedes all of the prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.

      Section 9. Governing Law. This Agreement will be governed by, and construed in accordance with, the internal laws of the State of Maryland regardless of the laws that might otherwise govern under applicable principles of conflict of laws.

      Section 10. Severability. If any provision of this Agreement, or the application thereof to any person or circumstance is held invalid or unenforceable, the remainder of this Agreement, and the application of such provision to other persons or circumstances, shall not be affected thereby, and to such end, the provisions of this Agreement are agreed to be severable.

      Section 11. Allocation of Net Income. The Partnership covenants and agrees that is shall not allocate items of Net Income for any Partnership Year pursuant to Section 6.2.A(1)(d) of the Partnership Agreement to the holders of the Series A Preferred Units to the extent that such items of Net Income when added to prior allocations of Net Income made pursuant to Section 6.2.A(1)(d) would exceed the cumulative distributions received by the holders of the Series A preferred Units with respect to their Series A Preferred LP Return during the Partnership Year and all prior Partnership Years. For purposes hereof, any distribution made by the Partnership with respect to the Series A LP Return of the holders of the Series A Preferred Units upon or prior to the sixtieth (60 ^th ) day following the end of any Partnership Year shall be treated as if such distribution were made during such Partnership Year.

      Section 12. Retained Amount . The parties hereto agree and acknowledge that for purposes of Article 5 and Article 6 of the Partnership Agreement any Partnership Units retained by the Contributee (as all or part of the Retained Amount) pursuant to Section 3.7 of the Contribution and Sale Agreement shall be treated as if such Partnership Units were owned by the applicable Limited Partners unless and until such Partnership Units are used for offset as provided in Section 19.5 of the Contribution and Sale Agreement.

      Section 13. Redemption. The Limited Partners agree and acknowledge that they shall not be entitled to exercise the right of Redemption set forth in Section 8.6 of the Partnership Agreement with respect to their Partnership Units prior to the first anniversary of the Closing Date.

      Section 14. Cash Reimbursement Amount. Notwithstanding any contrary provision of the Contribution and Sale Agreement, the portion of the Cash Consideration that is designated as the Cash Reimbursement Amount pursuant to this Agreement and which qualifies for the exception to disguised sale treatment set forth in Section 1.707-4(d) of the Treasury Regulations shall be considered as a reimbursement of preformation expenditures with respect to property contributed to the Partnership in accordance with Section 1.707-4(d) of the Treasury Regulations and not as consideration for property sold to the Partnership. The Contributor Representatives shall provide the Partnership and its attorneys and accountants with such further information and data as may be reasonably required to substantiate the amount and character of expenditures comprising the Cash Reimbursement Amount.

      Section 15. Relationship with Other Agreements . If any provision of this Agreement is in conflict with any provision of the Contribution and Sale Agreement or the Partnership Agreement, the provisions of this Agreement shall control.

      Section 16. Allocation of Sale Consideration. Attached hereto as Exhibit J is an example reflecting the allocation of Sale Consideration and Contribution Consideration. The parties hereto agree that the final allocation of Sale Consideration and Contribution Consideration shall be calculated in a manner generally consistent with the example attached hereto as Exhibit J .

      Section 17. Book Up. The Partnership covenants and agrees that it shall either (i) perform a “book up” of the capital accounts of its partners and a revaluation of its property as described in Treasury Regulations Section 1.704-1(b)(2)(iv)(f) effective as of July 5, 2005 (based on a valuation of its property derived from a price per share of REIT Shares of $22.50) or (ii) perform a “book up” of the capital accounts of its partners and a revaluation of its property as described in Treasury Regulations Section 1.704-1(b)(2)(iv)(f) effective as of the Closing Date (immediately prior to the delivery of the Contribution Consideration by the Partnership to the Limited Partners) based upon the then market value of REIT Shares. In either event, the “book up” shall include property held by the Partnership directly and indirectly through subsidiary partnerships, provided that (i) the Partnership or the REIT, directly or indirectly through one or more affiliated entities, controls the applicable subsidiaries (and the decision to perform such a “book up”) and (ii) such “book up” is permitted by and shall be made in accordance with Code Section 704(b) and the Treasury Regulations thereunder.

[Remainder of page intentionally left blank]

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed as of the date first written above.

		THE PARTNERSHIP:
		AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP,
		a Maryland limited partnership
		By: AMERICAN CAMPUS COMMUNITIES HOLDINGS LLC, its general partner
		By:
		Name:
		Title:
		AMERICAN CAMPUS COMMUNITIES, INC., a Maryland corporation
		By:
		Name:
		Title:
		THE LIMITED PARTNERS:
		See signature pages attached hereto.

		The former Contributor Limited Partners as set forth on Schedule 1 attached hereto who are receiving Common and/or Preferred ACC OP Units:
		By:
		Name:
		Title:

SCHEDULE 1

Former Contributor Limited Partners

Keeling Family Irrevocable Trust

Jeffrey M. Fenster

Sherryl Marsh

Roger & Sherryl Marsh

Kent P. Dauten

Dan Jaworski

Vernon Holland

Jeanette Holland

Lucille Frasca Trust

Paul & Barbara Koch

Donna Worner

Eric Worner

HSW Properties LLC

Ralph J. Henneman Trust

Delores M. Henneman Trust B & C

Rita Henneman Trust

David Diana Revocable Trust

Mary Jane Diana Revocable Trust

Dennis E. Smith

Rodrick Schmidt

David Keeling

Michael Henneman

Michael Sheppard

Rodney Poole

Chad Worner

Joseph Giblin

Schmidt Family Investments LLC

Henneman Family LLC

Exhibit 99.5

RIGHT OF FIRST OFFER AGREEMENT

     THIS RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is dated and effective as of March 1, 2006 by and between ROYAL APARTMENTS USA, INC., an Illinois corporation (“Royal Apartments”), and AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP, a Maryland limited partnership (the “Operating Partnership”).

Recitals

     A. Royal Apartments facilitates and coordinates the acquisition and development of properties for student housing on behalf of certain of its Affiliates (as defined below).

     B. The Operating Partnership is in the business of acquiring, owning and operating student housing facilities.

     C. The Operating Partnership and American Campus Communities, Inc. (the “Company”) have entered into a Contribution and Sale Agreement dated as of December 2, 2005 (the “Contribution Agreement”) with ROYAL WACO APARTMENTS, LLC, an Illinois limited liability company, an Affiliate of Royal Apartments, relating to the student housing property commonly referred to as “The Outpost” in Waco, Texas.

     D. The Operating Partnership desires to obtain a right of first offer on all properties owned or developed by Royal Apartments or any person or entity controlling, controlled by or under common control with Royal Apartments, or any person or entity that constitute a beneficial owner of Royal Apartments, or of an interest in Royal Apartments (each, an “Affiliate” and collectively, “Affiliates”), from time to time for student housing and Royal Apartments, on behalf of itself and its Affiliates, is willing to grant such a right of first offer to the Operating Partnership, subject to the terms and conditions set forth in this Agreement.

     NOW THEREFORE, in consideration of the foregoing Recitals, the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1.  Obligation to Offer . During the period commencing on the date hereof and ending on the later of (i) four years from the date hereof or (ii) the date that Michael Henneman ceases (A) to be a member of the Board of Directors of the Company or (B) to have observation rights with respect to such Board, each time Royal Apartments or one of its Affiliates (each, an “Offering Developer”) acquires one or more parcels of real estate for the purpose of developing student housing thereon (each, a “Project”), Royal Apartments shall cause such Offering Developer to first offer the Operating Partnership the right to acquire the Project (each, an “Offer”) by delivery of written notice thereof (the “Offer Notice”); provided, however, that in no event shall an Offering Developer be required to make an Offer to the Operating Partnership unless and until the earlier of the time that the Offering Developer directly or indirectly (1) obtains building permits for the Project or (2) enters into an agreement with a general contractor for the construction of the Project, and in any event prior to the time that the Offering Developer enters into an agreement relating to a joint venture or pre-sale of the Project. The Offer Notice shall set forth (a) the address and legal description for the Project, (b) the number of units and beds contemplated to be included in the Project, along with a general description of the

facilities and amenities contemplated to be included in the Project, (c) the acquisition price which the Offering Developer would require in exchange for the contribution and/or sale of the Project to the Operating Partnership (the “Offer Consideration”), (d) the date the Offering Developer estimates construction of the Project will be substantially completed and ready for occupancy and (e) any other terms and conditions the Offering Developer will require.

     2.  Acceptance of Offer .

          (a) The Operating Partnership shall have 30 days after receipt of an Offer Notice within which to accept, reject or make a counter offer (a “Counter Offer”) to the Offer therein contained. If the Operating Partnership elects to accept the Offer or to make a Counter Offer, it shall notify Royal Development in writing, which writing (the “Counter Offer Notice”) in the case of a Counter Offer, shall contain (i) the acquisition price which the Operating Partnership would require in exchange for the contribution and/or sale of the Project to the Operating Partnership (the “Counter Offer Consideration”) and (ii) any other material terms and conditions the Operating Partnership will require. If the Operating Partnership fails to respond within said 30-day period, the Operating Partnership shall be deemed to have rejected the Offer therein contained and thereafter, neither party shall have any further obligations in respect of the Project that was the subject of the Offer.

          (b) If the Operating Partnership delivers a Counter Offer Notice within said 30-day period, Royal Apartments, on behalf of the Offering Developer, shall have five business days after receipt of such Counter Offer Notice within which to accept or reject the Counter Offer contained therein. If Royal Apartments, on behalf of such Offering Developer, elects to accept the Counter Offer, it shall notify the Operating Partnership in writing. If Royal Apartments, on behalf of such Offering Developer, fails to respond within said five business day-period, Royal Apartments, on behalf of such Offering Developer, shall be deemed to have rejected such Counter Offer and thereafter, neither party shall have any further obligations in respect of the Project that was the subject of such Counter Offer.

          (c) Notwithstanding the foregoing, if the Offering Developer, or Royal Apartments, on behalf of the Offering Developer, subsequently reaches an agreement in principle to sell and /or contribute and convey the Project to a third party (i) for an acquisition price that is 95% or less than the Counter Offer Consideration set forth in the Operating Partnership’s Counter Offer Notice, if any, or (ii) for an acquisition price that is 90% or less than the Offer Consideration if the Operating Partnership rejects or is deemed to have rejected the Offer (such consideration, in either such case, the “Modified Offer Consideration”), then prior to becoming legally bound to sell and/or contribute and convey the Project to said third party for the Modified Offer Consideration, Royal Apartments, on behalf of the Offering Developer, shall offer the Operating Partnership the right to acquire the Project for the Modified Offer Consideration (the “Second Offer”) by delivery of an Offer Notice that shall include the items described in clauses (a) through (e) of Paragraph 1, except that the acquisition price shall be the Modified Offer Consideration and if any other terms in the original Offer Notice have been modified by the subsequent agreement in principle with said third party, the modified terms shall be included in the second Offer Notice. If the Operating Partnership elects to accept the Second Offer, it shall notify Royal Apartments, on behalf of the Offering Developer, in writing within seven business days after receipt of the second Offer Notice. If the Operating Partnership fails to respond within

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said seven business-day period, it shall be deemed to have rejected the Second Offer and thereafter, neither party shall have any further obligations in respect of the Project that was the subject of the Second Offer.

     3.  Contribution and Sale Agreement . If the Operating Partnership accepts an Offer or a Second Offer as provided in Paragraphs 2(a) or (c) above, or Royal Apartments, on behalf of an Offering Developer, accepts a Counter Offer as provided in Paragraph 2(b) above, the Operating Partnership shall, and Royal Apartments shall cause the Offering Developer to, execute and deliver a Contribution and Sale Agreement for the Project substantially in the form of the Contribution Agreement, modified to incorporate the terms set forth in the applicable Offer Notice or Counter Offer Notice, as the case may be. Thereafter, said Contribution and Sale Agreement shall govern and be controlling with the respect to the contribution and sale of the Project that is the subject matter thereof.

     4.  Notices . All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered by hand, facsimile or overnight courier service, or mailed by registered or certified mail, return receipt requested, first class postage prepaid, addressed as follows:

     If delivered by hand, facsimile or overnight courier service, the date on which a notice, request, instruction or document is delivered shall be deemed the date of delivery and, if delivered by mail, the fifth business day after which such notice, request, instruction or document is deposited in the mails shall be deemed the date of delivery. Any party hereto may change its address specified above for notices by designating a new address by notice given in accordance with this Paragraph 4.

     5.  Miscellaneous .

          (a) The Paragraph headings, exhibit captions and other headings in this Agreement are inserted solely as a matter of convenience and for reference, and are not a part of this Agreement. All references herein to Paragraphs shall mean the Paragraphs of this Agreement.

          (b) This Agreement constitute the entire agreement among the parties hereto and supersede and cancel any prior agreements, representations, warranties, or communications,

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whether oral or written, between Royal Apartments and the Operating Partnership, or their representatives, regarding the transactions contemplated hereby and the subject matter hereof.

          (c) This Agreement, the rights and remedies of the parties hereunder, and all claims, disputes and controversies related hereto, shall be governed by and construed in accordance with the laws of the State of Maryland without reference to the principles of conflict of laws.

          (d) In the event that any provision of this Agreement shall be held to be unenforceable or invalid, the remaining provisions of this Agreement shall nonetheless continue to be valid and enforceable as though the unenforceable or invalid provisions were not a part hereof.

          (e) This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. To facilitate execution of this Agreement, the parties hereto may execute and exchange facsimile counterparts of the signature pages to this Agreement.

          (f) This Agreement may be amended or modified only by a written instrument executed by Royal Apartments and the Operating Partnership.

          (g) This Agreement shall be binding upon, and inure to the benefit of the parties hereto and their respective successors and assigns.

          (h) This Agreement is for the sole benefit of the parties hereto and no other person or entity shall be entitled to rely upon or receive any benefit from this Agreement or any provision hereof.

          (i) Neither party hereto may assign its interest in this Agreement without the express written consent of the other party. Any purported assignment of a party’s interest herein, whether voluntarily or by operation of any applicable laws or otherwise, shall be ineffective as to the other party. No consent to an assignment of this Agreement shall release the assignee of the obligation to obtain consent to a subsequent assignment if such consent is otherwise required under the terms of this Paragraph 5(i).

[SIGNATURE PAGE FOLLOWS]

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed as of the date first written above.

		ROYAL APARTMENTS USA, INC.
		By:
		Name:
		Title:
		AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP
		By:		American Campus Communities Holdings LLC, its general partner
				By:
				Name:
				Title:

Exhibit 99.6

MEDIA RELEASE

American Campus Communities Inc. Acquires Royal Properties Portfolio

AUSTIN, Texas—(BUSINESS WIRE)—March 2, 2006—American Campus Communities Inc. (NYSE:ACC) today announced that it has completed the previously announced acquisition of the Royal Properties student housing portfolio, consisting of 13 properties, containing 5,710 beds, and located in 10 markets.

The 13 communities average approximately five years in age with infill locations in established submarkets with barriers to entry, and have an average distance of 0.5 miles to campus. The acquisition value of $244.3 million excludes $9.8 million of anticipated closing costs, initial integration expenses, and capital expenditures necessary to bring the properties up to company operating standards. As part of the transaction, the company is assuming $123.6 million in fixed-rate mortgage debt with a weighted average interest rate of 5.95 percent and an average remaining term to maturity of 6.3 years. In addition, the company is issuing Royal partners 2,200,000 Operating Partnership units (exchangeable after one year into an equal number of shares of the company’s common stock) comprised of approximately 2.1 million common units valued at $23.50 per unit and 100,000 preferred units valued at $26.75 per unit. Furthermore, Michael J. Henneman, chairman of Royal Properties, has joined ACC’s board of directors.

“These assets have rental rates at a very attractive price point and have yielded strong historical growth due to their excellent location in major university markets,” said Bill Bayless, ACC CEO. “This portfolio meets our stringent investment criteria and fits well with our existing portfolio.”

Merrill Lynch & Co. served as ACC’s financial advisor, and Locke Liddell & Sapp LLP served as ACC’s legal advisor in the transaction. A supplemental package will be made available on ACC’s website and will be discussed on today’s previously announced earnings call.

About American Campus Communities

American Campus Communities Inc. is one of the largest developers, owners and managers of high-quality student housing communities in the United States. The company is a fully integrated, self-managed and self-administered equity real estate investment trust (REIT) with expertise in the design, finance, development, construction management, leasing and management of student housing properties. American Campus Communities owns and manages a portfolio of 38 student housing communities containing approximately 22,800 beds. Including its owned properties, the company provides management and leasing services at a total of 53 properties with more than 31,800 beds located on or near college and university campuses. Additional information is available at www.americancampuscommunities.com.

Contact: American Campus Communities Inc., Austin
Brian Nickel, 512-732-1000