0001047469-03-025461 Sample Contracts

Gables Residential Trust 2859 Paces Ferry Road Suite 1450 Atlanta, GA 30339
Gables Realty Limited Partnership • July 29th, 2003 • Real estate investment trusts

Reference is made to (i) that certain Registration Rights Agreement dated September 27, 2002 by and between Gables Residential Trust (the "REIT") and Teachers Insurance and Annuity Association of America ("TIAA") relating to the registration and exchange by the REIT of all of its outstanding, unregistered 7.875% Series C Cumulative Redeemable Preferred Shares for registered 7.875% Series C-1 Cumulative Redeemable Preferred Shares and (ii) that certain Registration Rights Agreement dated September 27, 2002 by and between Gables Realty Limited Partnership (the "Partnership" and together with the REIT, the "Company") and TIAA relating to the registration and exchange of all of its outstanding, unregistered (A) 5.86% Senior Notes due 2009 for a like amount of registered 5.86% Senior Notes due 2009 and (B) 6.10% Senior Notes due 2010 for a like amount of registered 6.10% Senior Notes due 2010 (collectively, the "Registration Rights Agreements").

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