Exhibit 99.4
THIRD AMENDMENT TO CONTRIBUTION AND SALE AGREEMENT
This Third Amendment to Contribution and Sale Agreement (this “Amendment”), dated February 7, 2006, is made and entered by and among Royal Tallahassee Partnership, Royal Tallahassee Partnership II Limited Partnership, Royal Tallahassee III Partnership, Royal Gainesville Limited Partnership, Royal Orlando Limited Partnership, Royal Lexington Limited Partnership, Royal Tucson Entrada Real Limited Partnership, Royal Texas-Tennessee Limited Partnership, Royal Texas-Tennessee II Limited Partnership, Raiders Pass Phase II Limited Partnership, Royal San Marcos Limited Partnership and Royal San Antonio Limited Partnership (collectively, the “Contributors”), on the one hand, and American Campus Communities, Inc. (the “Company”) and American Campus Communities Operating Partnership LP (the“Operating Partnership”and, together with the Company, the “Contributee”), on the other hand.
WHEREAS, the Contributors and the Contributee have entered into a Contribution and Sale Agreement, dated as of December 2, 2005 (as amended, the “Contribution Agreement”); and
WHEREAS, the Contributors and the Contributee desire to amend the Contribution Agreement as set forth herein.
NOW, THEREFORE, the Contributors and the Contributee agree as follows:
1. Capitalized Terms. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Contribution Agreement.
2. Amendments to Certain Definitions. The following definitions in Article 1 of the Contribution Agreement are hereby amended to read as follows:
“Closing Date” shall mean the date of the Closing, which shall occur on or before 24 days after the Earnest Money becomes non-refundable pursuant toSection 4.4.
“Inspection Period” shall mean the period beginning on the Effective Date and ending 68 days after the Effective Date.
3. Ratification. Except as otherwise expressly provided in this Amendment, the Contribution Agreement is hereby ratified and confirmed and shall continue in full force and effect in accordance with its terms.
4. Counterparts. This Amendment may be executed in identical counterparts, which when taken together shall constitute one and the same instrument. A counterpart transmitted by facsimile shall be deemed an original for all purposes.
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