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EXHIBIT 25
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AMENDMENT NO. 7 TO THE AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF IRVINE APARTMENT
COMMUNITIES, L.P.
This Amendment No. 7 (this "AMENDMENT") is made as of February
4, 1997 to the Amended and Restated Agreement of Limited Partnership of Irvine
Apartment Communities, L.P., dated as of December 1, 1993, as amended by that
certain Amendment No. 1 dated as of April 20, 1995, Amendment No. 2 dated as of
July 18, 1995, Amendment No. 3 dated as of August 9, 1995 and Amendment No. 4
dated as of March 20, 1996, Amendment No. 5 dated as of May 1, 1996 and
Amendment No. 6 dated as of June 30, 1996 (the "PARTNERSHIP AGREEMENT"), by and
among Irvine Apartment Communities, Inc., a Maryland corporation, in its
capacity as general partner (the "GENERAL PARTNER") of Irvine Apartment
Communities, L.P., a Delaware limited partnership (the "PARTNERSHIP"), Xxxxxxxx
Residential Company, Inc., a California corporation ("TRC"), The Irvine Company,
a Michigan corporation, R.S.J. Associates, a California limited partnership,
Woodbridge Willows Associates, a California limited partnership, TIC Investment
Company A, a California general partnership, TIC Investment Company B, a
California general partnership, TIC Investment Company C, a California general
partnership, and TIC Investment Company D, a California general partnership, in
their capacities as limited partners (the "LIMITED PARTNERS") of the
Partnership. Capitalized terms used herein not otherwise defined shall have the
meanings set forth in the Partnership Agreement.
WHEREAS, the Partnership has entered into that certain
Contribution Agreement (the "CONTRIBUTION AGREEMENT") by and between the
Partnership and TRC, dated as of December 20, 1996, pursuant to which TRC shall
contribute, assign and convey all of its right, title and interest in the TRC
Assets (as such term is defined in the Contribution Agreement) to the
Partnership (the "TRC CONTRIBUTION");
WHEREAS, in accordance with the Contribution Agreement and
Section 12.2 of the Partnership Agreement, TRC shall make the TRC Contribution
to the Partnership, be admitted as an Additional Limited Partner of the
Partnership, and receive 74,523 Limited Partner Units as of the date hereof and
such additional Limited Partner Units (if any) at the Contingent Contribution
Value Payment Date (as defined in the Contribution Agreement) as provided for in
the Contribution Agreement (collectively, the "TRC UNITS");
WHEREAS, in connection with the TRC Contribution, the issuance
of the TRC Units and TRC's admission to the Partnership as an Additional Limited
Partner, the parties hereto desire to amend the Partnership Agreement as set
forth herein;
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WHEREAS, the parties hereto agree that the execution of this
Amendment by an existing Limited Partner and the delivery thereof to the General
Partner shall constitute the Consent and affirmative vote of such Limited
Partner to the amendment proposed hereby as required by Article 14 of the
Partnership Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. TRC hereby acknowledges that it has received a copy of the
Partnership Agreement and agrees to keep, observe and perform all of the terms,
covenants and conditions of the Partnership Agreement, as amended by this
Amendment, including, without limitation, the power of attorney granted in
Section 2.4 thereof. TRC hereby makes to the General Partner and each Limited
Partner the representations and warranties set forth in Sections 3.4.B and 3.4.C
of the Partnership Agreement as if such representations and warranties were set
forth in full herein. Such representations and warranties shall survive the
effectiveness of TRC being admitted as an Additional Limited Partner under the
Partnership Agreement and the dissolution, liquidation and termination of the
Partnership. TRC acknowledges that no representations as to potential profit,
cash flows, funds from operations or yield, if any, in respect of the
Partnership or the General Partner, have been made by a Partner or any employee
or representative or Affiliate of any Partner and that projections and any other
information, including without limitation, financial and descriptive information
and documentation, which may have been in any manner submitted by any of them to
TRC shall not constitute any representation or warranty of any kind or nature,
express or implied.
2. TRC is being admitted to the Partnership and is making the
TRC Contribution without the necessity of a Funding Notice and all parties
hereto waive the specific requirements contained in Section 4.5 of the
Partnership Agreement for delivery of a Funding Notice.
3. TRC acknowledges that the provisions contained in Article
11 of the Partnership Agreement which restrict Transfer of Limited Partner
Units, including, without limitation, Sections 11.3 and 11.6 of the Partnership
Agreement, shall apply to the TRC Units.
4. Article 1 of the Partnership Agreement is hereby amended by
adding thereto the following definitions:
"Act of Bankruptcy" shall be deemed to occur (i) with respect
to TRC if TRC or any shareholder thereof, and (ii) with respect to a TRC
Shareholder if such TRC Shareholder shall (a) apply for or consent to the
appointment of, or the taking of possession by, a receiver, custodian, trustee
or liquidator of itself or of all or a substantial part of its property, (b)
admit in writing its inability to pay its debts as they become due, (c) make a
general assignment for the benefit of its creditors, (d) file a voluntary
petition or commence a voluntary case or proceeding under the Federal
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Bankruptcy Code (as now or hereafter in effect) or any new bankruptcy statute,
(e) be adjudicated bankrupt or insolvent, (f) file a petition seeking to take
advantage of any other law relating to bankruptcy, insolvency, reorganization,
winding-up or composition or adjustment of debts, (g) fail to controvert in a
timely and appropriate manner, or acquiesce in writing to, any petition filed
against it in an involuntary case or proceeding under the Federal Bankruptcy
Code (as now or hereafter in effect) or any new bankruptcy statute, or (h) take
any corporate or partnership action for the purpose of effecting any of the
foregoing; or if a proceeding or case shall be commenced, without the
application or consent of a party hereto or any general partner thereof, in any
court of competent jurisdiction seeking (1) the liquidation, reorganization,
dissolution or winding-up, or the composition or readjustment of debts, of such
party or general partner, (2) the appointment of a receiver, custodian, trustee
or liquidator of such party, shareholder or general partner of all or any
substantial part of its assets, or (3) other similar relief under any law
relating to bankruptcy, insolvency, reorganization, winding-up or composition or
adjustment of debts, and such proceeding or case shall continue undismissed; or
an order (including an order for relief entered in an involuntary case under the
Federal Bankruptcy Code, as now or hereafter in effect, or any new bankruptcy
statute) judgment or decree approving or ordering any of the foregoing shall be
entered and continue unstayed and in effect, for a period of sixty (60)
consecutive days.
"Tandem Project" means the proposed development on the Tandem Property
contemplated by applications numbered 5-Z-96, 14-U-96 and 21-EA-96 on file with
the City of Cupertino, summarized in that certain letter dated December 11,
1996, prepared by the Community Development Department of the City of Cupertino
and approved by the Partnership.
"Tandem Property" means that certain real property located in the City
of Cupertino, State of California, which TRC has an option to purchase pursuant
to that certain Purchase Agreement dated May 1, 1996, by and between Tandem
Computers Incorporated, as seller, and TRC, as buyer, and more particularly
described therein.
"TRC" means Xxxxxxxx Residential Company, Inc., a California
corporation.
"TRC Shares" means issued and outstanding shares of all classes of
stock in TRC.
"TRC Shareholder" has the meaning set forth in Section 11.3.F(1).
"TRC Shareholder Incapacity" has the meaning set forth in Section
11.3.F(3).
"Unit Value" for purposes of Sections 8.6.J and Sections 11.3.F(2),
11.3.F(3) and 11.3.F(4) shall mean on any day the product of the market price of
a REIT Share (determined as provided in the definition of "Value") on such day
multiplied by the Conversion Factor on such day.
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5. The definition of "Indemnitee" in Article 1 of the
Partnership Agreement is hereby amended by replacing the clause "and (iii) any
Irvine Person." with ", (iii) TRC and the TRC Shareholders and (iv) any Irvine
Person."
6. Sections 4.5.B, 4.5.C, 4.5.D and 4.5.E of the Partnership
Agreement are hereby amended by inserting the word "Original" before the words
"Limited Partners" each time such words appear in such Sections .
7. Section 4.5.G(2) of the Partnership Agreement is hereby
amended by inserting the following provision at the end of such Section :
"; provided that with respect to the Capital Contribution made
by TRC pursuant to that certain Contribution Agreement (the "CONTRIBUTION
AGREEMENT") by and between the Partnership and TRC, dated as of December 20,
1996, the Percentage Interest of TRC and all other Partners shall be adjusted
based on the number of Partnership Units issued from time to time to TRC
pursuant to such Contribution Agreement."
8. The first sentence of Section 7.3.D of the Partnership
Agreement is hereby amended by replacing the clause "or (vi) amend this Section
7.3.D." with "(vi) alter or modify Section 11.3.F or (vii) amend this Section
7.3.D."
9. Section 8.6 of the Partnership Agreement is hereby amended
by adding a new Section 8.6.J thereto to read in its entirety as follows:
"J. The provisions of this Section 8.6 insofar as they relate
to an Exchange (but not a Cash Tender) shall be applicable to the
Limited Partner Units owned by TRC and any TRC Shareholder to whom
Limited Partner Units have been Transferred as provided in Section
11.3, or to whom Limited Partner Units have been issued, and TRC and
such TRC Shareholder shall have the right to effect an Exchange subject
to and in accordance with this Section 8.6, provided that:
"(1) until such time as TRC or such TRC Shareholder
holds less than 10,000 Limited Partner Units, not more than
one-third (1/3) of the aggregate number of Limited Partner
Units that have been issued to TRC and the TRC Shareholders
may be Exchanged during any Twelve-Month Period;
"(2) none of such Limited Partner Units may be
Exchanged prior to a date which is the earlier to occur of (i)
February 4, 2000 or (ii) the date on which a notice of
completion is filed by the Partnership in the official records
of Santa Xxxxx County pursuant to California Civil Code
Section 3093 covering all improvements included in the Tandem
Project;
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"(3) TRC or such TRC Shareholder may not effect an
Exchange of less than 10,000 Limited Partner Units or, if TRC
or such TRC Shareholder holds less than 10,000 Limited Partner
Units, all of the Limited Partner Units held by TRC or such
TRC Shareholder; and
"(4) in the event TRC or a TRC Shareholder wishes to
Exchange Limited Partner Units for REIT Shares, having
complied with this Section 8.6, the General Partner (for its
own account or for the account of its nominee) shall have the
right, but not the obligation, to purchase all or a portion of
such Limited Partner Units for cash at a price equal to the
number of Limited Partner Units to be purchased pursuant to
this Section 8.6.J multiplied by the average of the Unit
Values for the ten (10) trading days immediately preceding the
date of purchase by the General Partner (or its nominee) of
such Limited Partner Units. The General Partner shall exercise
such right, if at all, within thirty (30) days of the date on
which the General Partner receives a Notice of Exchange from
TRC or a TRC Shareholder as to its desire to Exchange such
Limited Partner Units for REIT Shares. In the event the
General Partner purchases Limited Partner Units pursuant to
this Section 8.6.J, the Partnership will be deemed to have
issued to the General Partner a number of General Partner
Units equal to the number of Limited Partner Units so
purchased, the Limited Partner Units so purchased shall be
canceled and the Percentage Interest of the General Partner
and all other Partners shall be adjusted based on the
foregoing."
10. The last sentence of Section 11.1.A of the Partnership
Agreement is hereby amended in its entirety as follows:
"The term `Transfer' when used in this Article 11 does not
include any Exchange of Limited Partner Units by an Original Limited
Partner, TRC or a TRC Shareholder for REIT Shares of the General
Partner or acquisition of Limited Partner Units from a Limited Partner
by the General Partner pursuant to Section 8.6."
11. The penultimate sentence of Section 11.3.A of the
Partnership Agreement is hereby amended by inserting the words "TRC or a TRC
Shareholder," immediately after the words "Original Limited Partner,".
12. Section 11.3 of the Partnership Agreement is hereby
amended by adding thereto new Sections 11.3.F and 11.3.G to read in their
entirety as follows:
"F. In addition to the restrictions on Transfer set forth in
the foregoing provisions of this Section 11.3 and in Section 11.6, a
Transfer of all or any portion of the Partnership Interest of TRC shall
be subject to the following additional provisions:
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"(1) None of such Partnership Interest may be
Transferred except (i) to any one, or any combination of,
Xxxxxxx X. Xxxxxxxx, Xxxxx Xxxxxxx or Xxxxxx Xxxxxx
(individually, a "TRC SHAREHOLDER", and collectively, the "TRC
SHAREHOLDERS"), provided that it shall be a condition
precedent to any such Transfer and the admission of the TRC
Shareholder as a Substituted Limited Partner that such TRC
Shareholder agree in writing to be bound by the restrictions
on Transfer set forth in this Agreement or (ii) to the General
Partner (or its nominee) as contemplated by this Section
11.3.F.
"(2) In the event all or any portion of such
Partnership Interest is Transferred to a TRC Shareholder and a
TRC Shareholder Incapacity occurs with respect to such TRC
Shareholder, TRC shall within thirty (30) days notify the
General Partner of such TRC Shareholder Incapacity and the
General Partner shall have the right, but not the obligation,
to purchase (for its own account or for the account of its
nominee) the Partnership Interest of such TRC Shareholder for
cash at a price equal to the number of Limited Partner Units
representing the Partnership Interest of such TRC Shareholder
multiplied by the average of the Unit Values for the ten (10)
trading days immediately preceding the date of purchase by the
General Partner (or its nominee) of such Partnership Interest.
The General Partner shall exercise such right, if at all,
within thirty (30) days of the date on which the General
Partner receives written notice of such TRC Shareholder
Incapacity. If the General Partner fails to exercise such
right, such Limited Partner Units must, within 90 days of such
TRC Shareholder Incapacity, and, in all events, prior to any
Transfer to the heirs or devisees of such TRC Shareholder or
to any other Person, be Exchanged for REIT Shares in
accordance with Section 8.6, in which event the conditions to
an Exchange set forth in the proviso in Section 8.6.J shall
not apply to the right to Exchange such Limited Partner Units
for REIT Shares.
"(3) In the event of the death of, or total physical
disability of, a TRC Shareholder, entry by a court of
competent jurisdiction adjudicating such TRC Shareholder
incompetent to manage his person or his estate, or an Act of
Bankruptcy with respect to such TRC Shareholder ("TRC
SHAREHOLDER INCAPACITY"), TRC shall within thirty (30) days
notify the General Partner of such TRC Shareholder Incapacity,
and if such TRC Shareholder Incapacity relates to a TRC
Shareholder other than Xxxxxxx X. Xxxxxxxx, and if at the time
of such TRC Shareholder Incapacity TRC is a Partner, then:
(i) TRC shall have the right, but not the
obligation to satisfy the General Partner, in its
sole discretion and within thirty (30) days of the
occurrence of such TRC Shareholder Incapacity, that
such TRC Shareholder Incapacity will not result, at
any time, in any
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portion of TRC's Partnership Interest being
Transferred, directly or indirectly, to the TRC
Shareholder with respect to whom such TRC Shareholder
Incapacity occurred.
(ii) In the event TRC fails to so satisfy
the General Partner, the General Partner shall have
the right, but not the obligation, to purchase (for
its own account or for the account of its nominee) a
portion of TRC's Partnership Interest for cash at a
price equal to the number of the Limited Partner
Units which the General Partner is entitled to
purchase pursuant to this Section 11.3.F(3)(ii)
multiplied by the average of the Unit Values for the
ten (10) trading days immediately preceding the date
of such purchase by the General Partner (or its
nominee). The number of Limited Partner Units which
the General Partner shall be entitled to purchase
pursuant to this Section 11.3.F(3)(ii) shall be equal
to the total number of Limited Partner Units then
owned by TRC, multiplied by a fraction, the
denominator of which shall be the total number of TRC
Shares outstanding as of the time of such TRC
Shareholder Incapacity and the numerator of which
shall be the total number of TRC Shares owned by the
TRC Shareholder at the time of such TRC Shareholder
Incapacity. The General Partner shall exercise such
right, if at all, within thirty (30) days of the date
on which the General Partner receives written notice
of such TRC Shareholder Incapacity.
(iii) If TRC fails to so satisfy the General
Partner and the General Partner fails to exercise its
right of purchase as set forth in clause (ii) above,
Limited Partner Units in the amount which the General
Partner was entitled to purchase pursuant to clause
(ii) must, within 90 days of time of such TRC
Shareholder Incapacity, be Exchanged for REIT Shares,
in which event the conditions to an Exchange set
forth in the proviso in Section 8.6.J shall not apply
to the right to Exchange such Limited Partner Units
for REIT Shares.
(iv) From and after the date on which the
General Partner purchases such Limited Partner Units
pursuant to clause (ii) or such Limited Partner Units
are Exchanged for REIT Shares pursuant to clause
(iii), TRC shall take such steps as may be necessary,
as determined by the General Partner in its sole
discretion, to ensure that any Limited Partner Units
still owned by TRC shall not, at any time, without
the prior written consent of the General Partner, be
Transferred to the estate, heirs or devisees of the
TRC Shareholder who is then subject to a TRC
Shareholder Incapacity or to any other Person.
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"(4) In the event of a TRC Shareholder Incapacity
with respect to Xxxxxxx X. Xxxxxxxx, if at the time of such
TRC Shareholder Incapacity, TRC is a Partner, TRC shall within
thirty (30) days notify the General Partner of such TRC
Shareholder Incapacity and the General Partner shall have the
right, but not the obligation, to purchase (for its own
account or for the account of its nominee) all or any portion
of TRC's Partnership Interest for cash at a price equal to the
number of Limited Partner Units representing such TRC
Partnership Interest multiplied by the average of the Unit
Values for the ten (10) trading days immediately preceding the
date of purchase by the General Partner (or its nominee) of
such Partnership Interest. The General Partner shall exercise
such right, if at all, within thirty (30) days of the date on
which the General Partner receives written notice of such TRC
Shareholder Incapacity. If the General Partner fails to
exercise such right, such Limited Partner Units must, within
90 days of such TRC Shareholder Incapacity, be Exchanged for
REIT Shares, in which event the conditions to an Exchange set
forth in the proviso in Section 8.6.J shall not apply to the
right to Exchange such Limited Partner Units for REIT Shares.
"(5) In the event of an Act of Bankruptcy with
respect to TRC, the General Partner shall have the right, but
not the obligation, to purchase (for its own account or for
the account of its nominee) all or any portion of TRC's
Partnership Interest for cash at a price equal to the number
of Limited Partner Units representing such TRC Partnership
Interest multiplied by the average of the Unit Values for the
ten (10) trading days immediately preceding the date of
purchase by the General Partner (or its nominee) of such
Partnership Interest. The General Partner shall exercise such
right, if at all, within thirty (30) days of the date on which
the General Partner receives written notice of such Act of
Bankruptcy. If the General Partner fails to exercise such
right, such Limited Partner Units must, within a reasonable
period of time of such Act of Bankruptcy, be Exchanged for
REIT Shares, in which event the conditions to an Exchange set
forth in the proviso in Section 8.6.J shall not apply to the
right to Exchange such Limited Partner Units for REIT Shares.
"(6) In the event the General Partner purchases
Limited Partner Units pursuant to clauses (2), (3), (4) or (5)
of this Section 11.3.F, the Partnership will be deemed to have
issued to the General Partner a number of General Partner
Units equal to the number of Limited Partner Units so
purchased, the Limited Partner Units so purchased shall be
canceled and the Percentage Interest of the General Partner
and all other Partners shall be adjusted based on the
foregoing.
"G. In addition to the restrictions on Transfer set forth in
the foregoing provisions of this Section 11.3 and in Section 11.6, a
Transfer of all or any portion
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of the Partnership Interest of a TRC Shareholder shall be subject to
the following additional provision:
"(1) None of such Partnership Interest may be
Transferred by such TRC Shareholder, except (i) to another TRC
Shareholder in compliance with all applicable laws and
regulations and the terms and conditions of this Agreement,
(ii) a Transfer by operation of law as a result of a TRC
Shareholder Incapacity, in which event the provisions of
Section 11.3.F(2) shall apply and (iii) to the General Partner
or its nominee as contemplated by Section 11.3.F."
13. The first sentence of Section 11.7.A of the Partnership
Agreement is hereby amended by inserting the word "Partner" immediately after
the word "General" the first time such word appears in such Section .
14. Attached hereto is a counterpart signature page to the
Partnership Agreement duly executed by an authorized officer of TRC.
15. Each Limited Partner agrees that its execution of this
Amendment constitutes the notice from the General Partner required pursuant to
Section 7.3.C of the Partnership Agreement.
16. Upon acceptance by the General Partner of the TRC
Contribution to the Partnership, TRC shall be admitted as an Additional Limited
Partner, the General Partner shall issue to TRC a certificate representing
74,523 Limited Partner Units, and Exhibit A to the Partnership Agreement shall
be amended by Amendment No. 14 to Exhibit A of the Partnership Agreement
attached hereto. The parties to this Amendment hereby acknowledge that Amendment
No. 14 to Exhibit A has been prepared by the General Partner to reflect the
revised Partnership Interests in the Partnership resulting from the TRC
Contribution and the issuance of the TRC Units referred to above, provided that
in the event a Contingent Contribution Value (as defined in the Contribution
Agreement) is payable to TRC in additional Limited Partner Units as provided in
the Contribution Agreement, then Exhibit A to the Partnership Agreement shall be
further amended (i) so that the "Gross Asset Value of Contributed Property" set
forth opposite the name of TRC in such Amendment No. 14 shall be increased by
the amount of such Contingent Contribution Value and (ii) the number of
Partnership Units owned by TRC and the Percentage Interests of all the Partners
set forth in such Amendment No. 14 shall be revised accordingly. For purposes of
the definition of Gross Asset Value, the General Partner, The Irvine Company and
TRC agree that the amount set forth opposite the name of TRC under "Gross Asset
Value of Contributed Property" in such Amendment No. 14, as the same may be
increased as described above, constitutes the fair market value of the assets
contributed by TRC to the Partnership.
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17. At the Contingent Contribution Value Payment Date (as
defined in the Contribution Agreement), in the event that the Partnership is
obligated to issue TRC additional Limited Partner Units, then the General
Partner shall issue TRC a certificate representing such Limited Partner Units,
and Exhibit A to the Partnership Agreement shall be modified accordingly as
provided above.
18. Except as amended by this Amendment No. 7, the provisions
of the Partnership Agreement are ratified, approved and confirmed and shall
remain in full force and effect in accordance with its terms.
19. This Amendment No. 7 shall become effective (i) when
signed by the General Partner, TRC and a Majority-in-Interest of the existing
Limited Partners and (ii) upon consummation of the Closing under and as defined
in the Contribution Agreement.
20. This Amendment No. 7 shall be construed and enforced in
accordance with and governed by the laws of the State of Delaware, without
regard to the principles of conflicts of law.
21. This Amendment No. 7 may be executed in counterparts, all
of which shall constitute one agreement binding on all parties hereto,
notwithstanding that all such parties are not signatures to the original or same
counterpart.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date and year first written above.
GENERAL PARTNER:
IRVINE APARTMENT COMMUNITIES, INC.,
a Maryland corporation
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
-------------------------------
Title: Chief Executive Officer and
-------------------------------
President
-------------------------------
By: /s/ Xxxxx X. Xxxx
--------------------------------------
Name: Xxxxx X. Xxxx
-------------------------------
Title: Senior Vice President
-------------------------------
and Chief Financial Officer
-------------------------------
LIMITED PARTNERS:
THE IRVINE COMPANY,
a Michigan corporation
By: /s/ Xxxxxxx X. XxXxx
--------------------------------------
Name: Xxxxxxx X. XxXxx
-------------------------------
Title: Executive Vice President
-------------------------------
and Chief Financial Officer
-------------------------------
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------------
Title: Assistant Secretary
-------------------------------
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R.S.J. ASSOCIATES,
a California limited partnership
By: The Irvine Company,
its general partner
By: /s/ Xxxxxxx X. XxXxx
--------------------------------------
Name: Xxxxxxx X. XxXxx
-------------------------------
Title: Executive Vice President
-------------------------------
and Chief Financial Officer
-------------------------------
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------------
Title: Assistant Secretary
-------------------------------
WOODBRIDGE WILLOWS ASSOCIATES,
a California limited partnership
By: The Irvine Company,
its general partner
By: /s/ Xxxxxxx X. XxXxx
--------------------------------------
Name: Xxxxxxx X. XxXxx
-------------------------------
Title: Executive Vice President
-------------------------------
and Chief Financial Officer
-------------------------------
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------------
Title: Assistant Secretary
-------------------------------
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TIC INVESTMENT COMPANY A,
a California general partnership
By: The Irvine Company,
a general partner
By: /s/ Xxxxxxx X. XxXxx
--------------------------------------
Name: Xxxxxxx X. XxXxx
-------------------------------
Title: Executive Vice President
-------------------------------
and Chief Financial Officer
-------------------------------
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------------
Title: Assistant Secretary
-------------------------------
TIC INVESTMENT COMPANY B,
a California general partnership
By: The Irvine Company,
a general partner
By: /s/ Xxxxxxx X. XxXxx
--------------------------------------
Name: Xxxxxxx X. XxXxx
-------------------------------
Title: Executive Vice President
-------------------------------
and Chief Financial Officer
-------------------------------
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------------
Title: Assistant Secretary
-------------------------------
TIC INVESTMENT COMPANY C,
a California general partnership
By: The Irvine Company,
a general partner
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By: /s/ Xxxxxxx X. XxXxx
--------------------------------------
Name: Xxxxxxx X. XxXxx
-------------------------------
Title: Executive Vice President
-------------------------------
and Chief Financial Officer
-------------------------------
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------------
Title: Assistant Secretary
-------------------------------
TIC INVESTMENT COMPANY D,
a California general partnership
By: The Irvine Company,
a general partner
By: /s/ Xxxxxxx X. XxXxx
--------------------------------------
Name: Xxxxxxx X. XxXxx
-------------------------------
Title: Executive Vice President
-------------------------------
and Chief Financial Officer
-------------------------------
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------------
Title: Assistant Secretary
-------------------------------
COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF IRVINE APARTMENT COMMUNITIES, L.P., DATED AS OF DECEMBER 1, 1993,
AS AMENDED.
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ADDITIONAL LIMITED PARTNER:
XXXXXXXX RESIDENTIAL COMPANY, INC.,
a California corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
-------------------------------
Title: President
-------------------------------
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Amendment No. 14 to Exhibit A
of the Partnership Agreement
[See Attached]
X-0
00
Xxxxx Xxxxx
Value of Number of
Name and Address Cash Contributed Total Partnership Percentage
of Partner Contribution(1) Property(1) Property Units(2) Interest
---------------- --------------- --------------- ----------------- ----------- ----------
TIC INVESTMENT COMPANY A 24,500,125.25(6) 0 24,500,125.25(6) 1,502,000(0) 0.0000000%
c/o The Investment Company
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
TIC INVESTMENT COMPANY C 30,312,381.63(7) 0 30,312,381.63(7) 1,504,000(0) 0.0000000%
c/o The Investment Company
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
TIC INVESTMENT COMPANY D 0 0 0 360,000(0) 0.0000000%
c/o The Investment Company
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
XXXXXXXX RESIDENTIAL COMPANY, INC 0 2,000,000(9) 2,000,0000.00(9) 74,000(0) 0.0000000%
000 Xxxxxxx Xxxxxxx, Xxxxx 0000
Xxxx Xxxxxx, XX 00000
--------------- --------------- ----------------- ---------- ----------
TOTAL $364,906,931.09 $ 922,297,698 $1,287,204,629.09 40,922,284 100.000000%
=============== =============== ================= ========== ==========
(1) These amounts constitute the agreed value for purposes of the Act.
(2) Except with respect to the Limited Partner Units referred to in Notes
5, 6 and 13,280 of the General Partner Units referred to in Note 3 and
13,746 of the Limited Partner Units referred to Note 7, Partnership
Units were allocated in accordance with the net asset value of the
property contributed by each Partner.
(3) Of which $193,602,600 was contributed in connection with the December
1993 initial public offering of 11,800,000 REIT Shares, $84,378,375 was
contributed in connection with the August 1995 offering of 5,175,000
REIT Shares, $30,000,337.50 was contributed in connection with the July
1996 offering of 1,490,700 REIT Shares, $1,815,949.875 was deemed
contributed pursuant to Sections 4.6.B and 4.5.G for 76,667 REIT Shares
and $297,160.83 was deemed contributed pursuant to Section 4.8.A(3) for
13,280 REIT Shares.
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19
(4) Includes $65,898,000 gross asset value of property contributed by five
original limited partners which limited partners were liquidated on
June 30, 1995. The 1,359,000 Partnership Units owned by such limited
partners were transferred to The Irvine Company in connection with such
liquidation. Also includes $37,605,000 gross asset value of property
contributed by another original limited partner. The 160,000
Partnership Units owned by such limited partner were transferred to The
Irvine Company in June 1996.
(5) These Limited Partner Units were issued in accordance with Section
4.3.B prior to June 1, 1996 and were transferred to TIC Investment
Company B in June 1996 when it was admitted as a Substituted Limited
Partner.
(6) Of which $24,457,500 was contributed pursuant to Section 4.5.F and
4.5.G for 1,500,000 Limited Partner Units in connection with the August
1995 offering of REIT Shares and $42,626.25 was deemed contributed
pursuant to Section 4.8.A.(4) for 2,105 Limited Partner Units. All such
Units were issued prior to June 1, 1996 and were transferred to TIC
Investment Company A in June 1996 when it was admitted as Substituted
Limited Partner.
(7) Of which $30,000,337.50 was contributed pursuant to Sections 4.5.F and
4.5.G for 1,490,700 Limited Partner Units in connection with the July
1996 offering of REIT Shares and $312,044.13 was deemed contributed
pursuant to Section 4.8.A(4) for 13,746 Limited Partner Units.
(8) These Limited Partner Units were issued in accordance with Section
4.3.B. TIC Investment Company D was admitted as an additional Limited
Partner in July 1996.
(9) Xxxxxxxx Residential Company, Inc. ("TRC") was admitted as an
Additional Limited Partner in February 1997 in connection with the
closing under the Contribution Agreement dated December 20, 1996
between TRC and the Partnership. Additional Limited Partner Units may
be issued to TRC in connection with its contribution pursuant to such
Contribution Agreement, in which event the amount under "Gross Asset
Value of Contributed Property" will be increased as provided in
Amendment No. 7 to the Partnership Agreement by the amount of the
Contingent Contribution Value (as defined in such Contribution
Agreement).
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