SUBORDINATION AGREEMENT
WITH RESPECT TO
SECOND AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP
OF
UNITED DOMINION REALTY, L.P.
THIS SUBORDINATION AGREEMENT made as of the 16th day of April, 1998,
between United Dominion Realty Trust, Inc., a Virginia corporation (the "General
Partner"), and United Dominion Realty, L.P., a Virginia limited partnership (the
"OP"), recites and provides as follows:
RECITALS
OP was created and exists pursuant to a Second Amended and Restated
Agreement of Limited Partnership dated August 30, 1997 (the "Partnership
Agreement"), between the General Partner and the limited partners listed on
Exhibit A to the Partnership Agreement. General Partner is the sole general
partner of the OP. The purpose of this Agreement is to reflect the General
Partner's agreement, for the benefit of all current OP limited partners, persons
becoming OP limited partners concurrently with the execution and delivery of
this Agreement and all persons who may hereafter become OP limited partners
(collectively, the "Limited Partners"), to subordinate its right to receive cash
distributions from the OP to the Limited Partners' rights to receive cash
distributions from the OP. Terms used herein and not defined are defined in the
Partnership Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, the mutual promises
of the parties hereto, and of other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Notwithstanding anything to the contrary in this Section 5.02(a) of
the Partnership Agreement, the General Partner shall not receive any cash
distributions with respect to a quarter (or other distribution period) unless
and until the Limited Partners have received cash distributions per Partnership
Unit for that quarter (or other distribution period) that equal the cash
distributions per REIT Share for that quarter (or other distribution period).
2. This Agreement is made for the benefit of the Limited Partners, all
or any of whom may maintain an action hereon as provided in Section 55-22 of the
Code of Virginia of 1950, as amended.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.
UNITED DOMINION REALTY TRUST, INC.
By:__________________________
Name:________________________
Its:_________________________
UNITED DOMINION REALTY, L.P.
By: UNITED DOMINION REALTY TRUST,
INC., General Partner
By:__________________________
Name:________________________
Its:_________________________
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Quarterly Report to be signed
on its behalf by the undersigned, thereunto duly authorized.
United Dominion Realty Trust, Inc.
(registrant)
Date: May 15, 1998
Xxxxx Xxxxxxx
Executive Vice President, Chief
Financial Officer and Chief
Accounting Officer
