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]
