eplp_ex10-1.htm


    Section
      2: EX-10.1 (EXHIBIT 10.1)

    


    


    FIRST
      AMENDMENT TO FOURTH AMENDED AND RESTATED

    REVOLVING
      CREDIT AGREEMENT

    


    THIS
      FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated
      as of September 28, 2007 (this "Agreement"), is entered into among ESSEX
      PORTFOLIO, L.P., a California limited partnership (the "Borrower"), the
      Lenders party to the Credit Agreement (as defined below) and BANK OF AMERICA,
      N.A., as Administrative Agent (in such capacity, the "Administrative
      Agent").  Capitalized terms used herein and not otherwise defined
      shall have the meanings ascribed thereto in the Credit Agreement.

    


    RECITALS

    


    A.           The
      Borrower, the Lenders and the Administrative Agent entered into that certain
      Fourth Amended and Restated Revolving Credit Agreement dated as of March 24,
      2006 (as amended and modified from time to time, the "Credit
      Agreement").

    


    B.           The
      parties hereto have agreed to amend the Credit Agreement as provided
      herein.

    


    C.           In
      consideration of the agreements hereinafter set forth, and for other good and
      valuable consideration, the receipt and adequacy of which are hereby
      acknowledged, the parties hereto agree as follows.

    


    AGREEMENT

    


    1.           Amendments.

    


    (a)           Amended
      Definitions.  The following definitions in Section 1.1 of the
      Credit Agreement are hereby amended and restated in their entirety to read
      as
      follows:

    


    "Availability"
      means, at any time, an amount equal to the lesser of (a) either (i) 60% of
      the Unencumbered Asset Pool Value at such time or (ii) during any four calendar
      quarters during the term of this Agreement, upon written notice by the Borrower
      to the Administrative Agent, 65% of the Unencumbered Asset Pool Value at such
      time or (b) the Maximum Commitment Amount at such time.

    


    "Capitalization
      Rate" means 6.50%.

    


    "Capital
      Reserve" means $62.50 per unit per quarter for all real properties
      owned by Guarantor and its consolidated subsidiaries, excluding, however, units
      owned by Acquisition down-REITs.

    


    (b)           Deleted
      Definition.  The definition of "Tangible Net Worth" in Section 1.1
      of the Credit Agreement is deleted from such Section.

    


    (c)           Unencumbered
      Asset Pool Value.  Each instance of “20%” is replaced with “25%”
in the Credit Agreement in (i) Section 4.1(a)(ii)(5), (ii) the paragraph
      immediately 

     

    
      
         

      

      
        1


    

    following
      Section 4.1(a)(ii)(5), (iii) Section 4.1(b)(D), (iv) Section 4.1(c), (v) Section
      6.5.2(4)(z) and (vi) the last paragraph of Section 8.1.

    


    (d)           Conditions
      to Borrowing.  Sections 5.2(c) and 5.2(f) of the Credit Agreement
      are amended and restated in their entirety to read as follows:

    


    (c)           [reserved]

    


    (f)           [reserved]

    


    (e)           Financial
      and other Information; Certification.

    


    (i)           Section
      6.3(b) of the Credit Agreement is amended in its entirety to read as
      follows:

    


    (b)          Within
      45 days after the end of each of the first three fiscal quarters, quarterly
      unaudited financial statements of Borrower and Guarantor, including cash flow
      statements, certified by a Responsible Officer of Borrower, and (to the extent
      appropriate), be prepared on a consolidated basis according to
      GAAP.

    


    (ii)           
      Section 6.3(h) of the Credit Agreement is amended in its entirety to read as
      follows:

    


    (h)
      [reserved]

    


    (iii)           Section
      6.3(i) of the Credit Agreement is amended in its entirety to read as
      follows:

    


    (i)           Within
      60 days of the end of each of the first three fiscal quarters and in addition
      within 90 days of the end of each fiscal year, a Compliance Certificate of
      Borrower in the form of Exhibit E signed and certified by an authorized
      financial officer of Borrower (i) setting forth the information and
      computations (in sufficient detail) to determine the Gross Asset Value, the
      Total Liabilities, the Unsecured Debt, the Unencumbered Stabilized Asset
      Property Value, the Unencumbered Development Property Value, the aggregate
      Unencumbered Asset Pool Value, the aggregate Unencumbered Property Value, the
      EBITDA, the Fixed Charges, the Secured Recourse Debt and to establish that
      Borrower is in compliance with all financial covenants set forth in this
      Agreement at the end of the period covered by the financial statements then
      being furnished, (ii) stating specifically that the Outstanding Amount of
      Loans (including all Swing Loans and Bid Loans) plus the Outstanding Amount
      of
      L/C Obligations is less than or equal to the Availability, and
      (iii) setting forth whether there existed as of the date of the most recent
      financial statements of Guarantor and its consolidated subsidiaries and whether
      there exists as of the date of the certificate, any Default or Event of Default
      under this Agreement and, if any such Default or Event of Default exists,
      specifying the nature thereof and the action Borrower is taking and proposes
      to
      take with respect thereto.

    


    (f)           Permitted
      Investments:  Section 6.6 of the Credit Agreement is amended and
      restated in its entirety to read as follows:

    
      
         

      

      
        2

        
          

        

      

    

    6.6           Type
      of Business; Development Covenants.  Borrower shall own, manage,
      finance, lease and/or operate as an owner, developer and/or asset manager
      multifamily residential properties, and all of Borrower's other business
      activities and investments shall be incidental thereto, with the exception
      of
      the investments described in clause (f) below.  Guarantor and its
      consolidated subsidiaries shall not own at any time, on a consolidated
      basis, (a) entitled and unentitled land,
      (b) single development property, (c) development properties, (d) Joint Venture
      Investments, (e) Capital Interests in Acquisition down-REITs, and (f) real
      estate assets (other than multifamily residential properties), or investments
      in, or loans to, companies that own and/or develop real estate (other than
      multifamily residential properties) the value of which exceeds, in the aggregate
      for all assets in clauses (a) – (f) above, 35% of Gross Asset
      Value.

    


    For
      the purpose of calculating the value for assets in clauses (a), (b) and (c)
      above, projects that have not yet attained a stabilized occupancy (which, for
      this purpose only, shall be 90% occupancy) shall be valued at 100% of the
      projected total cost of the project (multiplied, if such project is owned by
      a
      Joint Venture, by Borrower's Capital Interest in such Joint
      Venture).  Projects that attain 90% occupancy shall no longer be
      subject to the limits contained in this Section
      6.6.

    


    (g)           Financial
      Covenants:  Sections 6.9, 6.10, 6.11 and 6.12 of the Credit
      Agreement are amended and restated in their entirety to read as
      follows:

    


    6.9           Maximum
      Total Liabilities to Gross Asset Value.  Total Liabilities at the
      end of each calendar quarter shall not exceed 60% of Gross Asset Value at such
      time; provided, however, that if at the end of any calendar
      quarter, for up to four calendar quarters during the term of this Agreement,
      Total Liabilities exceed 60% of Gross Asset Value but are less than 65% of
      Gross
      Asset Value then Total Liabilities at the end of each such calendar quarter
      may
      exceed 60%, but shall not exceed 65%, of Gross Asset Value at such
      time.

    


    6.10           Debt
      Ratios.  (a) The amount of Unsecured Debt at the end of each
      calendar quarter shall not exceed 60% of the Unencumbered Property Value at
      such
      time; provided, however, that if at the end of any calendar
      quarter, for up to four calendar quarters during the term of this Agreement,
      the
      amount of Unsecured Debt exceeds 60% of Unencumbered Property Value but is
      less
      than 65% of Unencumbered Property Value then the amount of Unsecured Debt at
      the
      end of each such calendar quarter, may exceed 60%, but shall not exceed 65%,
      of
      Unencumbered Property Value at such time; (b) the Outstanding Amount of all
      Loans (including all Swing Loans and Bid Loans) plus the Outstanding Amount
      of
      all L/C Obligations shall not exceed the Availability at such time; and
      (c) the amount of Secured Recourse Debt at the end of each calendar quarter
      shall not exceed 10% of the Gross Asset Value at such time.

    


    6.11           Fixed
      Charge Coverage Ratio.  The ratio of EBITDA for each calendar
      quarter divided by the amount of Fixed Charges for such calendar quarter shall
      not be less than 1.50:1.0.

    


    6.12           [reserved].

    


    (h)           Use
      of Proceeds:  Section 6.20 of the Credit Agreement is amended by
      deleting the words ", but not for the repurchase of the common stock of
      Guarantor" from the end of such Section.

    
      
         

      

      
        3

        
          

        

      

    

    (i)           Schedules:  Schedule
      1.4 to the Credit Agreement is amended and restated in its entirety as attached
      hereto.

    


    (j)           Exhibits:  Exhibits
      A-1, A-2 and E to the Credit Agreement are amended and restated in their
      entirety as attached hereto.

    


    2.           Effectiveness;
      Conditions Precedent.  This Agreement shall be effective as of the
      date hereof when all of the conditions set forth in this Section 2 shall have
      been satisfied in form and substance satisfactory to the Administrative
      Agent.

    


    (a)           Execution
      and Delivery.  The Administrative Agent shall have received copies
      of this Agreement duly executed by a Responsible Officer of the Borrower, the
      Required Lenders and the Administrative Agent together with the consents of
      the
      Guarantor and the Permitted Affiliates attached hereto.

    


    (b)           Amendment
      Fee.  The Administrative Agent shall have received, for the
      account of each Lender executing this Agreement, a fee of $5,000.

    


    (c)           Fees
      and Expenses.  Payment by the Borrower of all fees and expenses
      owed by the Borrower to the Administrative Agent.

    


    3.           Ratification
      of Credit Agreement.  The Borrower acknowledges and consents to
      the terms set forth herein and agrees that this Agreement does not impair,
      reduce or limit any of their obligations under the Loan Documents.

    


    4.           Authority/Enforceability.  The
      Borrower represents and warrants as follows:

    


    (a)           It
      has taken all necessary action to authorize the execution, delivery and
      performance of this Agreement.

    


    (b)           This
      Agreement has been duly executed and delivered by such Person and constitutes
      such Person's legal, valid and binding obligations, enforceable in accordance
      with its terms, except as the same may be limited by insolvency, bankruptcy,
      reorganization, or other laws relating to or affecting the enforcement of
      creditors' rights or by general equitable principals.

    


    (c)           No
      consent, approval, authorization or order of, or filing, registration or
      qualification with, any court or governmental authority or third party is
      required in connection with the execution, delivery or performance by such
      Person of this Agreement.

    


    (d)           The
      execution and delivery of this Agreement does not (i) violate, contravene or
      conflict with any provision of its, or its subsidiaries' organization documents
      or (ii) materially violate, contravene or conflict with any Laws applicable
      to
      it or any of its subsidiaries.

    


    5.           Representations
      and Warranties of the Borrower.  The Borrower represents and
      warrants to the Lenders that after giving effect to this Agreement (a) the
      representations and warranties of the Borrower set forth in Article 7 of the
      Credit Agreement are true and correct in all material respects as of the date
      hereof, and (b) no event has occurred and is continuing
      which constitutes a Default or an Event of Default.

    
      
         

      

      
        4

        
          

        

      

    

    6.           Release.  In  consideration
      of the Lenders entering into this Agreement, the Borrower hereby releases the
      Administrative Agent, the Lenders and the Administrative Agent's and the
      Lenders' respective officers, employees, representatives, agents, counsel and
      directors from any and all actions, causes of action, claims, demands, damages
      and liabilities of whatever kind or nature, in law or in equity, now known
      or
      unknown, suspected or unsuspected to the extent that any of the foregoing arises
      from any action or failure to act solely in connection with the Loan Documents
      on or prior to the date hereof.

    


    7.           Counterparts/Telecopy.  This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed and delivered shall be an original, but all of which shall constitute
      one and the same instrument.  Delivery of executed counterparts of
      this Agreement by telecopy or pdf shall be effective as an
      original.

    


    8.           GOVERNING
      LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
      HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
      WITH
      THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO ANY CHOICE OF
      LAW
      RULE THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER
      THAN
      THE INTERNAL LAWS OF THE STATE OF CALIFORNIA TO THE RIGHTS AND DUTIES OF THE
      PARTIES.

    


    


    [remainder
      of page intentionally left blank]

     

     

    
      
         

      

      
        5

        
          

        

      

    

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed as of the date first above written.

    


    BORROWER:                                                      ESSEX
      PORTFOLIO, L.P.,

    a
      California limited partnership

    


    By:           ESSEX
      PROPERTY TRUST, INC.,

    a
      Maryland corporation

    


    By:
/s/
      JORDAN E.
      RITTER

    Name:
      Jordan E. Ritter

    Title:
      Senior Vice
      President

    
      
         

      

      
         

        
          

        

      

    

    ADMINISTRATIVE

    AGENT:                                           BANK
      OF AMERICA, N.A., as Administrative Agent

    


    By:
      /s/ KATHLEEN M. CARRY

    Name:
      Kathleen M. Carry

    Title:
      Vice President

    


    LENDERS:                                        BANK
      OF AMERICA, N.A., as Issuer, Swingline Lender and Lender

    


    By:
      /s/ HELEN CHAN

    Name:
      Helen Chan

    Title:
      Assistant Vice President

    


    PNC
      BANK,
      NATIONAL ASSOCIATION,

    


    By:
      /s/ KAREN J. KENNEDY

    Name:
      Karen J. Kennedy

    Title:
      Vice President

    


    UNION
      BANK OF CALIFORNIA, N.A.

    


    By:
      /s/ CHARLES J. McGANN

    Name:
      Charles J. McGann

    Title:
      Vice President

    


    COMERICA
      BANK

    


    By:
      /s/ CASEY L. STEVENSON

    Name:
      Casey L. Stevenson

    Title:
      Vice President

    


    KEYBANK
      NATIONAL ASSOCIATION

    


    By:
      /s/ SCOTT CHILDS

    Name:
      Scott Childs

    Title:
      Vice President

    


    JPMORGAN
      CHASE BANK, N.A.

    


    By:
      /s/ VANESSA CHIU

    Name:
      Vanessa Chiu

    Title:
      Vice President

    


    CHEVY
      CHASE BANK, F.S.B.

    


    By:
      /s/ MARIE EJINDU

    Name:
      Marie Ejindu

    Title:
      Assistant Vice President

    
      
         

      

      
         

        
          

        

      

    

    CONSENT
      OF GUARANTOR

    


    Reference
      is made to that certain Fourth Amended and Restated Revolving Credit Agreement
      dated as of March 24, 2006 (as amended by that certain First Amendment to Fourth
      Amended and Restated Revolving Credit Agreement dated as of the date hereof
      (the
      "First Amendment") and as otherwise amended and modified from time to
      time, the "Credit Agreement").

    


    Essex
      Property Trust, Inc., a Maryland corporation, (a) acknowledges and consents
      to
      the foregoing First Amendment, (b) makes the representations set forth in
Article 7 of the Credit Agreement that apply to Guarantor, (c) reaffirms
      its obligations to be bound by the covenants of Articles 6 and
10 of the Credit Agreement that apply to Guarantor, (d) reaffirms
      its
      obligations under the Third Amended and Restated Payment Guaranty dated as
      of
      March 24, 2006 and (e) agrees that the First Amendment does not impair, reduce
      or limit any of its obligations under the Loan Documents.

    


    Dated
      as
      of September 28, 2007

    


    ESSEX
      PROPERTY TRUST, INC.,

    a
      Maryland corporation,

    as
      Guarantor

    


    By:
      /S/ JORDAN E. RITTER

    Name:
      Jordan E. Ritter

    Title:
      Senior Vice
      President

    


    


    925
      East
      Meadow Drive

    Palo
      Alto, CA 94303

    Attn.:
      Mark J. Mikl and Jordan E. Ritter

    
      
         

      

      
         

        
          

        

      

    

    CONSENT
      OF PERMITTED AFFILIATES

    


    Reference
      is made to that certain Fourth Amended and Restated Revolving Credit Agreement
      dated as of March 24, 2006 (as amended by that certain First Amendment to Fourth
      Amended and Restated Revolving Credit Agreement dated as of the date hereof
      (the
      "First Amendment") and as otherwise amended and modified from time to
      time, the "Credit Agreement").

    


    Each
      of
      the undersigned, as "Permitted Affiliates" under the Credit Agreement, (a)
      acknowledges and consents to the foregoing First Amendment, (b) makes the
      representations set forth in Article 7 of the Credit Agreement that apply
      to such Permitted Affiliate, (c) reaffirms its obligations to be bound by the
      covenants of Articles 6 and 10 of the Credit Agreement that
      apply to such Permitted Affiliate, (d) reaffirms its obligations under the
      Second Amended and Restated Payment Guaranty dated as of March 24, 2006 and
      (e)
      agrees that the First Amendment does not impair, reduce or limit any of its
      obligations under the Loan Documents.

    


    Dated
      as
      of September 28, 2007

    


    JMS
      ACQUISITION LLC,

    a
      Delaware limited liability company

    


    By: 
      Essex Portfolio, L.P.,

    a
      California limited
      partnership,

    its
      sole member

    


    By:           Essex
      Property Trust, Inc.,

    a
      Maryland corporation,

    its
      general partner

    


    By:
      /s/ JORDAN E. RITTER

    Name:
      Jordan E. Ritter

    Title:
      Senior Vice
      President

    


    JAYSAC,
      LTD.,

    Texas
      limited partnership

    


    By:                 Jaysac
      GP Corp.,

          
      a Delaware corporation,

                  
      its general partner

    


    By:
      /s/ JORDAN E. RITTER

    Name:
      Jordan E. Ritter

    Title:
      Senior Vice
      President

    


    JAYSAC
      GP
      CORP.,

    a
      Delaware corporation

    


    By:
      /s/ JORDAN E. RITTER

    Name:
      Jordan E. Ritter

    Title:
      Senior Vice
      President

    
      
         

      

      
         

        
          

        


    

    ESSEX
      BRIDLE TRAILS, L.P.,

    a
      California limited partnership

    


    By:                Essex
      Management Corporation,

         
a
      California corporation,

         
its
      general partner

    


    By:
      /s/ JORDAN E. RITTER

    Name:
      Jordan E. Ritter

    Title:
      Senior Vice
      President

    


    ESSEX
      BUNKER HILL, L.P.,

    a
      California limited partnership

    


    By:  Essex
      Bunker Hill Corporation,

    a
      California corporation,

    its
      general partner

    


    By:
      /s/ JORDAN E. RITTER

    Name:
      Jordan E. Ritter

    Title:
      Senior Vice
      President

    


    ESSEX
      COLUMBUS LLC,

    a
      Delaware limited liability company

    


    By:  Essex
      Columbus, Inc.,

    a
      California corporation,

    its
      managing member

    


    By:
      /s/ JORDAN E. RITTER

    Name:
      Jordan E. Ritter

    Title:
      Senior Vice
      President

    


    ESSEX
      LORRAINE LLC,

    a
      Delaware limited liability company

    


    By:  Essex
      Lorraine, Inc.,

    a
      California corporation,

    its
      managing member

    


    By:
      /s/ JORDAN E. RITTER

    Name:
      Jordan E. Ritter

    Title:
      Senior Vice
      President

    


    ESSEX
      MAPLE LEAF, L.P.,

    a
      California limited partnership

    


    By:  Essex
      Management Corporation,

    a
      California corporation,

    its
      general partner

    
      
         

      

      
         

        
          

        

      

    

    By:
      /s/ JORDAN E. RITTER

    Name:
      Jordan E. Ritter

    Title:
      Senior Vice
      President

    


    ESSEX
      MARINA CITY CLUB, L.P.,

    a
      California limited partnership

    


    By   Essex
      MCC, LLC,

    a
      Delaware limited liability
      company,

    its
      general partner

    


    By:           Essex
      Portfolio, L.P.,

    a
      California limited
      partnership,

    its
      sole member

    


    By:           Essex
      Property Trust, Inc.,

    a
      Maryland corporation,

    its
      general partner

    


    By:
      /s/ JORDAN E. RITTER

                           
      Name: Jordan E. Ritter

                           
      Title: Senior Vice President

    


    ESSEX
      MEADOWOOD, L.P.,

    a
      California limited partnership

    


    By:  
      Essex Meadowood Corporation,

    a
      California corporation,

    its
      general partner

    


    By:
      /s/ JORDAN E. RITTER

    Name:
      Jordan E. Ritter

    Title:
      Senior Vice
      President

    


    ESSEX
      PARK BOULEVARD, LLC,

    a
      Delaware limited liability company

    


    By:  Essex
      Portfolio, L.P.,

    a
      California limited
      partnership,

    its
      sole member

    


    By:          Essex
      Property Trust, Inc.,

    a
      Maryland corporation,

    its
      general partner

    


    By:
      /s/ JORDAN E. RITTER

    Name:
      Jordan E. Ritter

    Title:
      Senior Vice
      President

    
      
         

      

      
         

        
          

        

      

    

    ESSEX
      SPRING LAKE, L.P.,

    a
      California limited partnership

    


    By:  Essex
      Management Corporation,

    a
      California corporation,

    its
      general partner

    


    By:
      /s/ JORDAN E. RITTER

    Name:
      Jordan E. Ritter

    Title:
      Senior Vice
      President

    


    ESSEX
      TRACY DEVELOPMENT, INC.,

    a
      California corporation

    


    By:
      /S/ JORDAN E. RITTER

    Name:
      Jordan E. Ritter

    Title:
      Senior Vice
      President

    


    JACKSON
      SCHOOL VILLAGE LIMITED PARTNERSHIP,

    a
      California limited partnership

    


    By:  Essex
      Portfolio, L.P.,

    a
      California limited
      partnership,

    its
      general partner

    


    By:           Essex
      Property Trust, Inc.,

    a
      Maryland corporation,

    its
      general partner

    


    By:
      /s/ JORDAN E. RITTER

    Name:
      Jordan E. Ritter

    Title:
      Senior Vice
      President

    


    NEWPORT
      BEACH NORTH LLC,

    a
      Delaware limited liability company

    


    By:  Newport
      Beach North, Inc.,

    a
      Delaware corporation,

    its
      managing member

    


    By:
      /s/ JORDAN E. RITTER

    Name:
      Jordan E. Ritter

    Title:
      Senior Vice
      President

    


    PARK
      HILL
      LLC,

    a
      Washington limited liability company

    


    By:  Essex
      Portfolio, L.P.,

    a
      California limited
      partnership,

    its
      sole member

    
      
         

      

      
         

        
          

        

      

    

    By:          Essex
      Property Trust, Inc.,

    a
      Maryland corporation,

    its
      general partner

    


    By:
      /s/ JORDAN E. RITTER

    Name:
      Jordan E. Ritter

    Title:
      Senior Vice
      President

    


    


    ESSEX
      CANYON OAKS APARTMENTS, L.P.,

    a
      California limited partnership

    


    By:           Essex
      Canyon Oaks, LLC,

    a
      Delaware limited liability
      company,

    its
      general partner

    


    By:           Essex
      Portfolio, L.P.,

    a
      California limited
      partnership,

    its
      sole member

    


    By:           Essex
      Property Trust, Inc.,

    a
      Maryland corporation,

    its
      general partner

    


    By:
      /s/ JORDAN E. RITTER

                        
Name:
      Jordan E.
      Ritter

                    
Title:
      Senior Vice
      President

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      SCHEDULE
        1.4

      


      PERMITTED
        AFFILIATES

      


      JMS
        ACQUISITION LLC

       

      JAYSAC,
        LTD.

       

      JAYSAC
        GP
        CORP.

       

      ESSEX
        BRIDLE TRAILS, L.P.

       

      ESSEX
        BUNKER HILL, L.P.

       

      ESSEX
        COLUMBUS LLC

       

      ESSEX
        LORRAINE LLC

       

      ESSEX
        MAPLE LEAF, L.P.

       

      ESSEX
        MARINA CITY CLUB, L.P.

       

      ESSEX
        MEADOWOOD, L.P.

       

      ESSEX
        PARK BOULEVARD, LLC

       

      ESSEX
        SPRING LAKE, L.P.

       

      ESSEX
        TRACY DEVELOPMENT, INC.

       

      JACKSON
        SCHOOL VILLAGE LIMITED PARTNERSHIP

       

      NEWPORT
        BEACH NORTH LLC

       

      PARK
        HILL
        LLC

       

      ESSEX
        CANYON OAKS APARTMENTS, L.P.

       

      
        
           

        

        
           

          
            

          

        

      

      EXHIBIT
        A-1

      


      UNENCUMBERED
        STABILIZED ASSET POOL PROPERTIES

      AS
        OF MARCH 24, 2006

      


      Part
        A:  Currently Existing Properties:

      


      
        	
                PROPERTY
                  NAME

              	
                NAME
                  OF OWNER

              	
                #
                  OF UNITS

              	
                LOCATION

              
	
                Marina
                  Cove #

              	
                Essex
                  Portfolio, L.P.

              	
                292

              	
                Santa
                  Clara, CA

              
	
                Foothill
                  Gardens

              	
                Essex
                  Portfolio, L.P.

              	
                132

              	
                San
                  Ramon, CA

              
	
                Twin
                  Creeks

              	
                Essex
                  Portfolio, L.P.

              	
                44

              	
                San
                  Ramon, CA

              
	
                Marina
                  City Club #

              	
                Essex
                  Marina City Club, L.P.

              	
                101

              	
                Marina
                  Del Rey, CA

              
	
                Mirabella
                  (Marina View)

              	
                Essex
                  Portfolio, L.P.

              	
                188

              	
                Marina
                  Del Rey, CA

              
	
                Monterra
                  del Mar (Windsor Terrace)

              	
                Essex
                  Portfolio, L.P.

              	
                123

              	
                Pasadena,
                  CA

              
	
                Avondale
                  at Warner Center

              	
                Essex
                  Portfolio, L.P.

              	
                446

              	
                Woodland
                  Hills, CA

              
	
                Lofts
                  at Pinehurst, The (Villa Scandia)

              	
                Essex
                  Portfolio, L.P.

              	
                118

              	
                Ventura,
                  CA

              
	
                Alpine
                  Country

              	
                JMS
                  Acquisition LLC

              	
                108

              	
                Alpine,
                  CA

              
	
                Cambridge

              	
                JMS
                  Acquisition LLC

              	
                40

              	
                Chula
                  Vista, CA

              
	
                Woodlawn
                  Colonial

              	
                JMS
                  Acquisition LLC

              	
                159

              	
                Chula
                  Vista, CA

              
	
                Mesa
                  Village

              	
                JMS
                  Acquisition LLC

              	
                133

              	
                Claremont,
                  CA

              
	
                Tierra
                  del Sol/Norte

              	
                JMS
                  Acquisition LLC

              	
                156

              	
                El
                  Cajon, CA

              
	
                Grand
                  Regency

              	
                JMS
                  Acquisition LLC

              	
                60

              	
                Escondido,
                  CA

              
	
                Country
                  Villas

              	
                JMS
                  Acquisition LLC

              	
                180

              	
                Oceanside,
                  CA

              
	
                Vista
                  Capri - North

              	
                JMS
                  Acquisition LLC

              	
                106

              	
                San
                  Diego, CA

              
	
                Carlton
                  Heights

              	
                JMS
                  Acquisition LLC

              	
                70

              	
                Santee,
                  CA

              
	
                Shadow
                  Point

              	
                JMS
                  Acquisition LLC

              	
                172

              	
                Spring
                  Valley, CA

              
	
                Salmon
                  Run at Perry Creek

              	
                Essex
                  Portfolio, L.P.

              	
                132

              	
                Bothell,
                  WA

              
	
                Laurels
                  at Mill Creek

              	
                Essex
                  Portfolio, L.P.

              	
                164

              	
                Mill
                  Creek, WA

              
	
                Linden
                  Square

              	
                Essex
                  Portfolio, L.P.

              	
                183

              	
                Seattle,
                  WA

              
	
                Meadows
                  @ Cascade Park

              	
                Essex
                  Portfolio, L.P.

              	
                198

              	
                Vancouver,
                  WA

              
	
                Village
                  @ Cascade Park

              	
                Essex
                  Portfolio, L.P.

              	
                192

              	
                Vancouver,
                  WA

              
	
                St.
                  Cloud Apartments

              	
                Jaysac,
                  Ltd.

              	
                302

              	
                Houston,
                  TX

              
	
                TOTAL:

              	
                 

              	
                3951

              	
                 

              


      

      


      #  Properties
        subject to a financeable ground lease; provided, however, as to Marina Cove,
        only 1 parcel is subject to such a ground lease.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Part
        B:  Properties Added Since the Closing Date of the Existing Credit
        Agreement:

      


      
        	
                PROPERTY
                  NAME

              	
                NAME
                  OF OWNER

              	
                #
                  OF UNITS

              	
                LOCATION

              
	
                Jackson
                  School Village*

              	
                Jackson
                  School Village Limited Partnership

              	
                200

              	
                Hillsboro,
                  OR

              
	
                Bunker
                  Hill*

              	
                Essex
                  Bunker Hill, L.P.

              	
                456

              	
                Los
                  Angeles, CA

              
	
                Spring
                  Lake*

              	
                Essex
                  Spring Lake, L.P.

              	
                69

              	
                Seattle,
                  WA

              
	
                Maple
                  Leaf*

              	
                Essex
                  Maple Leaf, L.P.

              	
                48

              	
                Seattle,
                  WA

              
	
                Meadowood*1

              	
                Essex
                  Meadowood, L.P.

              	
                320

              	
                Simi
                  Valley, CA

              
	
                Columbus

                (aka
                  Hampton Court)

              	
                Essex
                  Columbus LLC

              	
                83

              	
                Glendale,
                  CA

              
	
                Bridle
                  Trails*

              	
                Essex
                  Bridle Trails, L.P.

              	
                108

              	
                Kirkland,
                  WA

              
	
                Lorraine*

                (aka
                  Hampton Place)

              	
                Essex
                  Lorraine LLC

              	
                132

              	
                Glendale,
                  CA

              
	
                Park
                  Hill

              	
                Park
                  Hill LLC

              	
                245

              	
                Issaquah,
                  WA

              
	
                Mountain
                  View

              	
                Essex
                  Portfolio, L.P.

              	
                106

              	
                Camarillo,
                  CA

              
	
                Pinehurst  #

              	
                Essex
                  Portfolio, L.P.

              	
                28

              	
                Ventura,
                  CA

              
	
                Woodside
                  Village*

              	
                Newport
                  Beach North LLC

              	
                145

              	
                Ventura,
                  CA

              
	
                Fairway

                (aka
                  Fairway at Big Canyon) #

              	
                Essex
                  Portfolio, L.P.

              	
                74

              	
                Newport
                  Beach, CA

              
	
                Landmark

              	
                Essex
                  Portfolio, L.P.

              	
                285

              	
                Hillsboro,
                  OR

              
	
                Wilshire
                  Promenade

              	
                Essex
                  Portfolio, L.P.

              	
                149

              	
                Fullerton,
                  CA

              
	
                Cedar
                  Terrace

              	
                JMS
                  Acquisition LLC

              	
                180

              	
                Bellevue,
                  WA

              
	
                Marbella

              	
                Essex
                  Portfolio, L.P.

              	
                60

              	
                Los
                  Angeles, CA

              
	
                Chimney
                  Sweep/CBC Apartments

              	
                Essex
                  Portfolio, L.P.

              	
                239

              	
                Goleta,
                  CA

              
	
                Belmont
                  Terrace Apartments

              	
                Essex
                  Portfolio, L.P.

              	
                71

              	
                Belmont,
                  CA

              
	
                Hope
                  Ranch

              	
                Essex
                  Portfolio, L.P.

              	
                108

              	
                Santa
                  Barbara, CA

              
	
                Canyon
                  Oaks

              	
                Essex
                  Canyon Oaks Apartments, L.P.

              	
                250

              	
                San
                  Ramon, CA

              
	
                TOTAL:

              	
                 

              	
                3622

              	
                 

              


      

      


      *  Properties
        owned at least 99% by Borrower or a Permitted Affiliates

      #  Properties
        subject to a financeable ground lease

      

        

      

       

        1
          Meadowood will be
          added as a Unencumbered Stabilized Asset Pool Property as of February ___,
          2006.

         

        
          
             

          

          
             

            
              

            

          

        

      

      EXHIBIT
        A-2

      


      UNENCUMBERED
        WORK IN PROCESS PROPERTIES

      AS
        OF MARCH 24, 2006

      


      
        	
                PROPERTY
                  NAME

              	
                NAME
                  OF OWNER

              	
                LOCATION

              
	
                Moorpark

              	
                Essex
                  Portfolio, L.P.

              	
                Moorpark,
                  CA

              
	
                Tracy

              	
                Essex
                  Tracy Development, Inc.

              	
                Tracy,
                  CA

              
	
                Park
                  Blvd

              	
                Essex
                  Park Boulevard, LLC

              	
                Palo
                  Alto, CA

              
	
                Grand
                  Ave.

              	
                Essex
                  Park Boulevard, LLC

              	
                Oakland,
                  CA

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


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