March 18, 0000
Xxxxxxxxxxx XX, Xxx Xxxx Branch Commerzbank AG,
Los Angeles Branch Xxxxx Fargo Bank,
National Association Chase Bank of Texas, N.A.
BankBoston N.A.
x/x Xxxxxxxxxxx XX, Xxx Xxxx Branch
2 World Financial Center
Xxx Xxxx, Xxx Xxxx 00000
Homestead Village Incorporated
0000 XxxxxXxxx Xxxxxxx
Xxxxxxx, Xxxxxxx 00000
Re: Subscription Letter Agreement (the "Subscription Agreement"), dated
June 16, 1998, from Security Capital Group Incorporated ("Security
Capital") to Homestead Village Incorporated ("Homestead"), including the
form of Homestead Village Convertible Subordinated Debenture attached as
Exhibit A to the Subscription Agreement (the "Debenture")
Ladies and Gentlemen:
This will confirm our agreement as follows:
1. If Homestead, prior to any purchase by Security Capital of Subordinated
Debentures under the Subscription Agreement, offers (an "Offering")
pursuant to a registered public offering or private placement, other than
pursuant to an employee or other stock option or incentive plan,
$200,000,000 or more of common stock, preferred stock or other equity
securities or combinations or units of equity securities (the AOffered
Securities@), Security Capital's obligations under the Subscription
Agreement shall be reduced to the extent that parties other than Security
Capital purchase greater than $20,000,000 of the Offered Securities.
2. The second sentence of paragraph 3 of the Subscription Agreement shall be
deemed to be amended and restated as follow:
"If at the end of such 90 day period Homestead has not
completed an equity offering, then the Subordinated Debentures
shall, subject to the following sentence, automatically be
converted into Shares in accordance with the terms of the
Subordinated Debenture."
3. The penultimate sentence of Section 3.01 of the Debenture shall be deemed
to be amended and restated as follows:
"The Company may redeem, or exchange, debentures prior to the
90th day after the Issue Date only with proceeds of, or with,
shares of Preferred stock or Common Stock."
4. Section 5.01(c) of the Form of Convertible Subordinated Debenture shall be
deemed to be amended and restated as follows:
"(c) The Conversion Price shall be equal to the lowest of (i)
$13.931 per share, (ii) the Fair Market Value of the Common
Stock on the Issue Date, and (iii) the Fair Market of the
Common Stock on the Mandatory Conversion Date."
Please execute a copy of this letter and return it to Security Capital
to acknowledge your agreement with this letter.
Sincerely,
SECURITY CAPITAL GROUP INCORPORATED
By:____________________________________
Name:
Title:
ACKNOWLEDGED AND AGREED:
HOMESTEAD VILLAGE INCORPORATED
By:_______________________________________
Name:
Title:
COMMERZBANK AG, LOS ANGELES BRANCH
By:_______________________________________
Name:
Title:
By:_______________________________________
Name:
Title:
COMMERZBANK AG, NEW YORK BRANCH
By:______________________________________
Name:
Title:
By:______________________________________
Name:
Title:
XXXXX FARGO, NATIONAL ASSOCIATION
By:_____________________________________
Name:
Title:
CHASE BANK OF TEXAS, N.A.
By:___________________________________
Name:
Title:
BANKBOSTON N.A.
By:___________________________________
Name:
Title:
