EX-2.4 THIRD AMENDMENT TO THE REDEMPTION AGREEMENT

EX-2.4 5 g89881exv2w4.txt EX-2.4 THIRD AMENDMENT TO THE REDEMPTION AGREEMENT THIRD AMENDMENT TO REDEMPTION AGREEMENT THIS THIRD AMENDMENT TO REDEMPTION AGREEMENT (this "AMENDMENT"), made as of April 19, 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, and as amended by Second Amendment to Redemption Agreement dated as of April 16, 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 19, 2004. Post and Jupiter hereby agree to extend the Inspection Date to April 22, 2004. Accordingly Section 4.2 of the Agreement is amended to define the Inspection Date as April 22, 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 19, 2004 THIS IS A SIGNATURE PAGE TO, AND MAY BE ATTACHED TO A MASTER COUNTERPART OF, THE THIRD AMENDMENT TO REDEMPTION AGREEMENT, DATED AS OF APRIL 19, 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] 2 JUPITER: JRC ACQUISITION CORPORATION, an Illinois corporation By: _______________________________ Name: _____________________________ Title: ____________________________ Date of Execution: April 19, 2004 THIS IS A SIGNATURE PAGE TO, AND MAY BE ATTACHED TO A MASTER COUNTERPART OF, THE THIRD AMENDMENT TO REDEMPTION AGREEMENT, DATED AS OF APRIL 19, 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. 3