AMENDMENT NO. 1 TO
CONTRIBUTION AGREEMENT
This Amendment No. 1 to the Contribution Agreement, dated April 1, 1998, is
made and entered into among the TCR Parties, on the one hand, and Gables
Residential Trust and Gables Realty Limited Partnership, on the other hand, and
amends the Contribution Agreement, dated as of March 16, 1998, by and among the
TCR Parties and the Transferee (the "Contribution Agreement"). All capitalized
terms used herein and not otherwise defined shall have the meanings ascribed to
them in the Contribution Agreement.
1. The Schedules attached hereto shall amend and restate in their
entirety the Schedules attached to the Contribution Agreement.
2. The second sentence of Section 2.4(c) of the Contribution Agreement is
amended and restated to read in its entirety as follows:
"The Management Contracts are all of the TCR Parties' contracts
relating to their management of third-party owned properties in
the southern Florida area, except for contracts to manage third-
party and properties that have been terminated or with respect to
which the owner of the relevant property under management has not
on or prior to the Closing Date given notice of its intent to
terminate the contract."
3. The Transferee (a) acknowledges that none of the TCR Parties will
obtain the consent from third parties to any Management Contract and
certain Service Contracts necessary for the TCR Parties to consummate
the transactions contemplated by the Contribution Agreement and (b)
waives the breach of the Contribution Agreement relating thereto.
4. The Transferee acknowledges and agrees that all accrued vacation of
the Rehired Employee as of the Closing Date shall be treated as a
credit to the Transferee for purposes of adjustments made pursuant to
Article 10 of the Contribution Agreement and the Transferee therefore
has assumed the obligations of the TCR Parties with respect thereto.
5. Section 1.87 of the Contribution Agreement is amended and restated in
its entirety to read as follows:
"Net Value" shall mean an amount equal to $368,250,000, (a)
reduced by the applicable amount(s) set forth in Schedule 1.87(a)
if one or more of the JV Real Estate Properties cease to be Real
Estate Properties hereunder as provided in Section 2.1 hereof and
(b) reduced by the sum of (i) the outstanding principal balance
plus all accrued and unpaid interest thereon as of the Closing
Date on the Assumed Loans, (ii) the Cash Consideration (before
making the deductions described in Section 3.6(b)(ii)), (iii) the
Assigned Value of each Withdrawn Property, (iv) the amount of any
reduction in the Net Value made pursuant to Section 2.2(d) hereof
in the event of a transfer of less than 100% of the Partnership
Interests in a Contributor, (v) the amount of any prepayment
premium or penalties set forth in Section 3.2(c)(y), if
applicable and without duplication, and (vi) the amount of any
reduction in the Net Value made pursuant to Section 4.3(b);
provided, however, that (x) in no event shall the Net Value
exceed $100,000,000 and (y) the Retained Amount shall be retained
by the Transferee for payment pursuant to Section 3.9.
6. Section 3.6(a) of the Contribution Agreement is amended and restated
in its entirety to read as follows:
"'Cash Consideration' shall be an amount which is not more than
$155,000,000."
Page-2
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first written above.
GABLES RESIDENTIAL TRUST
By: /s/ Xxxxxx X. Xxxxx, Xx.
------------------------------
Name: Xxxxxx X. Xxxxx, Xx.
Title: Chief Financial Officer
GABLES REALTY LIMITED PARTNERSHIP
By:Gables GP, Inc., its general partner
By: /s/ Xxxxxx Xxxxxxxx
-------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President
[TCR PARTIES]
