SECOND AMENDMENT TO
REDEMPTION AGREEMENT
THIS SECOND AMENDMENT TO REDEMPTION AGREEMENT (this "AMENDMENT"), made as
of April 16, 2004 (the "EFFECTIVE DATE"), between POST APARTMENT HOMES, L.P., a
Georgia limited partnership ("POST"), and JRC ACQUISITION CORPORATION, an
Illinois corporation ("JUPITER").
W I T N E S S E T H: That,
WHEREAS, Post and Jupiter entered into that certain Redemption Agreement
dated as of February 27, 2004, as amended by First Amendment to Redemption
Agreement dated as of March 30, 2004 (herein called the "AGREEMENT"); and
WHEREAS, in accordance with the Agreement, Post and Jupiter desire to
amend certain terms and provisions of the Agreement as provided herein, and
ratify the Agreement;
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the sum of TEN DOLLARS ($10.00), and other good and
valuable consideration, the receipt, sufficiency and adequacy of which are
hereby acknowledged, the parties, intending to be legally bound, agree as
follows:
1. DEFINITIONS. All capitalized terms utilized in this Amendment, and
not otherwise defined in this Amendment, have the meanings ascribed to such
capitalized terms in the Agreement.
2. INSPECTION DATE. The Inspection Date, as defined in Section 4.2 of
the Agreement and as previously extended, is April 16, 2004. Post and Jupiter
hereby agree to extend the Inspection Date to April 19, 2004. Accordingly
Section 4.2 of the Agreement is amended to define the Inspection Date as April
19, 2004.
3. NO OTHER CHANGES. Except as herein expressly amended or otherwise
provided, each and every term, condition, warranty and provision of the
Agreement remains in full force and effect, and such are hereby ratified,
confirmed and approved by the parties to this Amendment. Without limitation on
the foregoing, Post and Jupiter agree that the Closing Date is not extended or
affected by this Amendment.
4. MISCELLANEOUS. The miscellaneous provisions of Article 12 of the
Agreement, to the extent applicable to this Amendment, shall govern the
execution, construction, interpretation and enforcement of this Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
as of the Effective Date.
POST:
POST APARTMENT HOMES, L.P.,
a Georgia limited partnership
By: Post GP Holdings, Inc.,
a Georgia corporation,
sole General Partner
By: __________________________
Name: ________________________
Title:________________________
Date of Execution: April 16, 2004
THIS IS A SIGNATURE PAGE TO, AND MAY BE ATTACHED TO A MASTER COUNTERPART
OF, THE SECOND AMENDMENT TO REDEMPTION AGREEMENT, DATED AS OF APRIL 16,
2004, BETWEEN POST APARTMENT HOMES, L.P. AND JRC ACQUISITION CORPORATION,
WITH RESPECT TO POST CANYON(R) APARTMENTS, POST CHASE(R) APARTMENTS, POST
CORNERS(R) APARTMENTS, POST COURT(R) APARTMENTS, POST LANE(R) APARTMENTS,
AND POST MILL(R) APARTMENTS IN METROPOLITAN ATLANTA, GEORGIA, AND POST
LAKE(R) APARTMENTS IN METROPOLITAN ORLANDO, FLORIDA.
[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]
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JUPITER:
JRC ACQUISITION CORPORATION, an
Illinois corporation
By: _______________________________
Name: _____________________________
Title: ____________________________
Date of Execution: April 16, 2004
THIS IS A SIGNATURE PAGE TO, AND MAY BE ATTACHED TO A MASTER COUNTERPART
OF, THE SECOND AMENDMENT TO REDEMPTION AGREEMENT, DATED AS OF APRIL 16,
2004, BETWEEN POST APARTMENT HOMES, L.P. AND JRC ACQUISITION CORPORATION,
WITH RESPECT TO POST CANYON(R) APARTMENTS, POST CHASE(R) APARTMENTS, POST
CORNERS(R) APARTMENTS, POST COURT(R) APARTMENTS, POST LANE(R) APARTMENTS,
AND POST MILL(R) APARTMENTS IN METROPOLITAN ATLANTA, GEORGIA, AND POST
LAKE(R) APARTMENTS IN METROPOLITAN ORLANDO, FLORIDA.
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