<PAGE>

                                                                    EXHIBIT 10.2

                          AGREEMENT AND FIRST AMENDMENT
                               TO CREDIT AGREEMENT

         THIS AGREEMENT and First Amendment to Credit Agreement, hereinafter
referred to as this "Amendment", dated as of September 21, 2001, is made and
entered into by and among ARCHSTONE COMMUNITIES TRUST, a Maryland real estate
investment trust (the "Borrower"), the financial institutions (including Chase,
                       --------
the Syndication Agent and the Documentation Agent, the "Lenders") which are now
                                                        -------
or may hereafter become signatories hereto, THE CHASE MANHATTAN BANK, a New York
banking corporation ("Chase"), as administrative agent for Lenders (in such
                      -----
capacity, "Agent"), WELLS FARGO BANK, NATIONAL ASSOCIATION, as syndication agent
           -----
for Lenders (in such capacity, "Syndication Agent"), and BANK OF AMERICA, N.A.,
                                -----------------
as documentation agent for the Lenders (in such capacity, "Documentation
                                                           -------------
Agent").
-----

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS, the Borrower, the Agent, the Syndication Agent, the
Documentation Agent and the Lenders have entered into a Credit Agreement dated
as of December 20, 2000 (the "Credit Agreement"); and
                              ----------------

         WHEREAS, the Borrower intends to effect a business reorganization
whereby the Borrower will reorganize into an umbrella partnership real estate
investment trust (the "Reorganization"); and
                       --------------

         WHEREAS, shortly following the completion of the Reorganization, the
Borrower intends to effect a business combination transaction with Charles E.
Smith Residential Realty L.P., a Delaware limited partnership ("Smith
                                                                -----
Residential L.P."), whereby Smith Residential L.P. will merge with and into the
----------------
Borrower, with the Borrower as the surviving entity and such surviving entity
will thereafter operate under the name "Archstone-Smith Operating Trust," such
business combination transaction being referred to herein as the "Subsidiary
                                                                  ----------
Merger"; and
------

         WHEREAS, substantially contemporaneously with the Subsidiary Merger,
Archstone-Smith Trust, a Maryland real estate investment trust
("Archstone-Smith") intends to effect a business combination transaction with
  ---------------
Charles E. Smith Residential Realty, Inc., a Maryland corporation ("Smith
                                                                    -----
Residential Inc."), whereby Smith Residential Inc. will merge with and into
----------------
Archstone-Smith, with Archstone-Smith as the surviving entity and such surviving
entity will continue under the name "Archstone-Smith Trust," such business
combination transaction being referred to herein as the "Parent Merger" and
                                                         -------------
together with the Subsidiary Merger the "Mergers"; and
                                         -------

<PAGE>

         WHEREAS, as a result of the Reorganization, Archstone-Smith Trust will
become the parent company of Archstone-Smith Operating Trust; and

         WHEREAS, the Borrower, the Agent, the Syndication Agent, the
Documentation Agent and the Lenders desire to amend the Credit Agreement in
certain respects in contemplation of the Reorganization and the Mergers;

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements, representations and warranties herein set forth, and for other good
and valuable consideration, the Borrower, the Agent, the Syndication Agent, the
Documentation Agent and the Lenders do hereby agree as follows:

         Section 1. Capitalized terms used herein that are defined in the Credit
Agreement shall have the same meanings when used herein unless otherwise defined
herein.

         Section 2. The definition of "Pool Value" in the Credit Agreement is
hereby amended to be and read as follows:

         Pool Value shall mean the Value of the Pool.
         ----------

         Section 3. After the Merger, for the purposes of the definitions of
Coverage Ratio, Debt to Total Asset Value Ratio, Fixed Charge Coverage Ratio and
Secured Debt, references to "Indebtedness" and to "Interest Expense" shall be
deemed to include the Parent's Indebtedness and the Parent's Interest Expense.

         Section 4. The following definitions are added to the Credit Agreement
to be inserted in alphabetical order:

         (a)      DC Holdings  Entities shall mean  Metropolitan  Acquisition
                  ---------------------
         Finance LP, Smith Property  Holdings  Cronin's  Landing LP, Smith
         Property Holdings Crystal towers LP, Smith Property Holdings One LP,
         Smith Property Holdings Two LP, Smith Property Holdings Three LP, Smith
         Property Holdings Four LP, Smith Property Holdings Five LP, Smith
         Property Holdings Six LP, Smith Property Holdings Seven LP, Smith
         Property Holdings Alban Towers LLC, First Herndon Associates LP, Smith
         Property Holdings One (DC) LP, Smith Property Holdings Two (DC) LP,
         Smith Property Holdings Three (DC) LP, Smith Property Holdings Kenmore
         LP, Smith Property Holdings Five (DC) LP, Smith Property Holdings Six
         (DC) LP, Smith Property Holdings Van Ness LP, Smith Property Holdings
         Consulate LLC and Smith Property Holdings Columbia Road, Smith Property
         Holdings Aventura A LLC, Smith Property Holdings Aventura B LLC, Smith
         Property Holdings Aventura C LLC, Smith Property Sunset Pointe West LLC
         and any Person formed solely for the purpose of owning Real Property in
         the District of Columbia.

                                       2

<PAGE>

        (b)     Merger shall mean the merger of Archstone  Communities Trust and
                ------
         Charles E. Smith Residential Realty L.P. as described in the consent
         solicitation statement-prospectus of Archstone Communities Trust,
         Archstone-Smith Trust and Charles E. Smith Residential Realty L.P.
         dated September 20, 2001.

         (c)    Parent shall mean Archstone-Smith Trust, a Maryland real estate
                ------
         investment trust which will become the parent company of
         Archstone-Smith Operating Trust (formerly known as Archstone
         Communities Trust) after the Reorganization.

         (d)    QRS Entities shall mean Smith One, Inc., Smith Two, Inc., Smith
                ------------
         Three, Inc., Smith Four, Inc., Smith Five, Inc., Smith Six, Inc. and
         Smith Seven, Inc.

         (e)    Reorganization  shall mean the reorganization of Archstone
                --------------
         Communities Trust into an umbrella real estate investment trust as
         described in the consent solicitation statement-prospectus of Archstone
         Communities Trust, Archstone-Smith Trust and Charles E. Smith
         Residential Realty L.P. dated September 20, 2001.

         Section 5. Section 4.8 of the Credit Agreement is hereby deleted and
replaced with the term "Intentionally Omitted" and the numbering of the sections
shall not change.

         Section 6. Sections 5.2(a), (b), (d), (e) and (f) of the Credit
Agreement are each hereby amended to apply to and require the information
described therein from the Parent after the Reorganization, as well as from the
Borrower. Information provided pursuant to Sections 5.2(a) and (b) will be based
on the Parent's fiscal year. Whenever the Credit Agreement requires the Borrower
to provide an Officer's Certificate, the Parent will execute the Officer's
Certificate also.

         Section 7. Section 5.3(d) of the Credit Agreement is hereby amended to
be and read as follows:

         (d) a Tangible Net Worth of at least One Billion Eight Hundred
         Fifty-Five Million Dollars ($1,855,000,000.00) before the Merger, and
         at least Three Billion Five Hundred Million Dollars ($3,500,000,000.00)
         after the Merger.

         Section 8. Section 5.11(b) of the Credit Agreement is hereby amended to
be and read as follows:

         (b) Prior to the Reorganization the Borrower, and after the
         Reorganization the Parent, will comply with all Legal Requirements to
         maintain, and will at all times elect, qualify as and maintain, its
         status as a real estate investment trust under Section 856(c)(1) of the
         Code.

                                       3

<PAGE>

         Section 9.  Effective on the date of the Reorganization, Section
5.11(c) of the Credit Agreement is hereby amended to be and read as follows:

         (c) The Parent will (i) maintain at least one class of common shares of
         the Parent having trading privileges on the New York Stock Exchange or
         the American Stock Exchange, or which is listed on The NASDAQ Stock
         Market's National Market; (ii) own, directly or indirectly, at least
         fifty-one percent (51%) of (1) the shares of beneficial interest of the
         Borrower, and (2) the Class A-2 Common Units of the Borrower and any
         other class of security issued by the Borrower with the power to elect
         the Trustees of the Borrower; (iii) maintain management and control of
         the Borrower; and (iv) not sell, transfer or convey any of the shares
         of beneficial interest of the Borrower owned by the Parent, except (A)
         in payment of the purchase price of Property (including mergers with
         and acquisitions of Persons) acquired by the Borrower, (B) upon
         conversion or redemption of securities of the Borrower in accordance
         with their terms or (C) upon any repurchase by the Borrower of the
         Borrower's securities from the Parent in connection with a repurchase
         by the Parent of the Parent's securities.

         Section 10. The Credit Agreement is hereby amended by adding thereto
the following sections:

         6.6 DC Holdings. After the Merger the Borrower shall maintain at least
             -----------
         99.5% aggregate ownership of the indicia of ownership of each DC
         Holdings Entity, and shall maintain management and control of each DC
         Holdings Entity.

         6.7 Parent Negative Covenants. After the Merger the Parent will not (a)
             -------------------------
         have any Subsidiary that is a "qualified REIT subsidiary" under Section
         856 of the Code other than the QRS Entities; (b) own any Property other
         than the ownership interests of the Borrower, and the Parent's
         ownership interests as of the date of the Merger in the QRS Entities;
         (c) give or allow any Lien on any of its Property including the
         ownership interests of the Borrower; and (d) create, incur, suffer or
         permit to exist, or assume or guarantee, directly or indirectly,
         contingently or otherwise, or become or remain liable with respect to
         (i) any Indebtedness if the aggregate of such Indebtedness and the
         Indebtedness of the Borrower would violate Sections 5.3(a), (b), (c) or
                                                             ------  ---  ---
         (e) if such aggregate Indebtedness is treated as the Borrower's
         ---
         Indebtedness, and (ii) any Indebtedness of a Person other than the
         Parent.

         Section 11. Exhibit A to the Credit Agreement is deleted and replaced
with Exhibit A attached hereto and hereby made a part hereof.
     ---------

         Section 12. Borrower plans to effectuate the Reorganization and the
Mergers on or about October 31, 2001. After the Reorganization and the Mergers,
the Parent will hold all of its

                                       4

<PAGE>

assets and conduct all of its operations through Borrower, the existing QRS
Entities and one or more of Borrower's Subsidiaries. The Agent and the Lenders
hereby consent to the Mergers and the Reorganization as described in this
Amendment, conditioned upon Borrower providing the Agent with copies of the
documentation effectuating the Merger and Reorganization, and conditioned upon
full payment and termination of all unsecured debt facilities of Smith
Residential L.P. From and after the Mergers and the Reorganization all
references to Borrower shall be deemed to be references to Archstone-Smith
Operating Trust. The Organizational Documents of Archstone-Smith Operating Trust
will be subject to the Agent's review and consent in accordance with the Credit
Agreement. Immediately after the Mergers and the Reorganization are completed,
Parent and Borrower will execute all agreements and amendments to the Credit
Documents as the Agent may reasonably request in order to reflect the terms of
the Mergers and the Reorganization, including agreement by Parent to the terms
of Sections 5.2(a), (b), (d), (e) and (f), 5.11(b) and (c), and 6.7 of the
Credit Agreement, as amended by this Amendment.

     Section 13. Borrower represents and warrants that the representations and
warranties contained in Section 4 of the Credit Agreement, as modified by this
Amendment, are true and correct in all material respects on and as of the date
hereof as though made on and as of such date. Borrower hereby certifies that no
event has occurred and is continuing which constitutes an Event of Default under
the Credit Agreement or which upon the giving of notice or the lapse of time or
both would constitute such an Event of Default.

     Section 14. Except as expressly amended hereby, the Credit Agreement and
the other Credit Documents shall remain in full force and effect. The Credit
Agreement, as hereby amended, and all rights and powers created thereby or
thereunder and under the other Credit Documents are in all respects ratified and
confirmed and remain in full force and effect.

     Section 15. The term "Credit Agreement" as used in the Credit Agreement,
the other Credit Documents or any other instrument, document or writing
furnished to the Agent or the Lenders by the Borrower shall mean the Credit
Agreement as hereby amended.

     Section 16. Guarantor hereby joins in this Amendment to evidence
Guarantor's consent to execution by the Borrower of this Amendment, to confirm
that the Guaranty applies and shall continue to apply to the Credit Agreement as
modified by this Amendment and to acknowledge that without such consent and
confirmation, the Agent and the Lenders would not execute this Amendment or
otherwise consent to such modification.

     Section 17. This Amendment (a) shall be binding upon the Borrower, the
Guarantor, the Agent and the Lenders and their respective successors and assigns
(provided, however, no party may assign its rights hereunder except in
accordance with the Credit Agreement); (b) may be modified or amended only in
accordance with the Credit Agreement; (c) shall be governed by and construed in
accordance with the laws of the State of Texas and the United States of America;
(d) may be executed in several counterparts, and by the parties hereto on
separate counterparts, and each counterpart, when so executed and delivered,
shall constitute an original agreement, and

                                        5

<PAGE>

all such separate counterparts shall constitute but one and the same agreement;
and (e) embodies the entire agreement and understanding between the parties with
respect to the subject matter hereof and supersedes all prior agreements,
consents and understandings relating to such subject matter.

                                       6

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
signed by their respective duly authorized officers, effective as of the date
first set forth herein.

                           ARCHSTONE COMMUNITIES TRUST



                           By:     /s/ Caroline Brower
                                  ----------------------------------------------
                           Name:   Caroline Brower
                                  ----------------------------------------------
                           Title:  Senior Vice President
                                  ----------------------------------------------


                           PTR-CALIFORNIA HOLDINGS (3)
                           INCORPORATED



                           By:     /s/ Caroline Brower
                                  ----------------------------------------------
                           Name:   Caroline Brower
                                  ----------------------------------------------
                           Title:  Senior Vice President
                                  ----------------------------------------------


                           SCA-NORTH CAROLINA LIMITED
                           PARTNERSHIP

                           BY:    SCA-North Carolina (1) Incorporated,
                                  General Partner



                                  By:     /s/ Caroline Brower
                                         ---------------------------------------
                                  Name:   Caroline Brower
                                         ---------------------------------------
                                  Title:  Senior Vice President
                                         ---------------------------------------


                           SCA-NORTH CAROLINA (1) INCORPORATED



                           By:     /s/ Caroline Brower
                                  ----------------------------------------------
                           Name:   Caroline Brower
                                  ----------------------------------------------
                           Title:  Senior Vice President
                                  ----------------------------------------------



                                        7

<PAGE>


                           SCA-NORTH CAROLINA (2) INCORPORATED


                           By:     /s/ Caroline Brower
                                  ----------------------------------------------
                           Name:   Caroline Brower
                                  ----------------------------------------------
                           Title:  Senior Vice President
                                  ----------------------------------------------


                           SCA-1 INCORPORATED


                           By:     /s/ Caroline Brower
                                  ----------------------------------------------
                           Name:   Caroline Brower
                                  ----------------------------------------------
                           Title:  Senior Vice President
                                  ----------------------------------------------


                           ATLANTIC MULTIFAMILY LIMITED
                           PARTNERSHIP-1

                           BY:    SCA-1 Incoporated,
                                  General Partner


                                  By:     /s/ Caroline Brower
                                         ---------------------------------------
                                  Name:   Caroline Brower
                                         ---------------------------------------
                                  Title:  Senior Vice President
                                         ---------------------------------------



                           ASN MASSACHUSETTS HOLDINGS (3)
                           INCORPORATED



                           By:     /s/ Caroline Brower
                                  ----------------------------------------------
                           Name:   Caroline Brower
                                  ----------------------------------------------
                           Title:  Senior Vice President
                                  ----------------------------------------------




                                        8

<PAGE>


                           ARCHSTONE COMMUNITIES LIMITED
                           PARTNERSHIP II

                           BY:    Archstone Communities Trust,
                                  General Partner



                                  By:     /s/ Caroline Brower
                                         ---------------------------------------
                                  Name:   Caroline Brower
                                         ---------------------------------------
                                  Title:  Senior Vice President
                                         ---------------------------------------

                           ASN NORTHGATE, L.L.C.

                           By:    Archstone Communities Trust,
                                  Sole Member



                                  By:     /s/ Caroline Brower
                                         ---------------------------------------
                                  Name:   Caroline Brower
                                         ---------------------------------------
                                  Title:  Senior Vice President
                                         ---------------------------------------



                                        9

<PAGE>


                           THE CHASE MANHATTAN BANK,
                            as Agent and as a Lender



                           By:     /s/ Kent Kaiser
                                  ----------------------------------------------
                           Name:   Kent Kaiser
                                  ----------------------------------------------
                           Title:  Senior Vice President
                                  ----------------------------------------------




                                       10

<PAGE>


                                  CITICORP NORTH AMERICA, INC.


                                  By:     /s/ Michael Chilopak
                                         ---------------------------------------
                                  Name:   Michael Chilopak
                                         ---------------------------------------
                                  Title:  VP Citicorp North America, Inc.
                                         ---------------------------------------














                                       11

<PAGE>



                                             BANK OF AMERICA, N.A.



                                             By:    /s/ Patrick Trowbridge
                                                    ----------------------------
                                             Name:  Patrick Trowbridge
                                                    ----------------------------
                                             Title: Vice President
                                                    ----------------------------



                                       12

<PAGE>



                           WELLS FARGO BANK, NATIONAL
                           ASSOCIATION

                           By:    /s/ John W. McKinny
                                  ---------------------------------------------
                           Name:  John W. McKinny
                                  ---------------------------------------------
                           Title: Vice President
                                  ---------------------------------------------



                                       13

<PAGE>





                            COMMERZBANK AG, NEW YORK
                            AND GRAND CAYMAN BRANCHES

                            By:    /s/ [Illegible]
                                   ---------------------------------------------
                            Name:
                                   ---------------------------------------------
                            Title:
                                   ---------------------------------------------


                            By:    /s/ [Illegible]
                                   ---------------------------------------------
                            Name:
                                   ---------------------------------------------
                            Title:
                                   ---------------------------------------------



                                       14

<PAGE>



                               BANK HAPOALIM B.M.



                               By:    /s/ Marc Bosc
                                      ------------------------------------------
                               Name:  Marc Bosc
                                      ------------------------------------------
                               Title: Vice President
                                      ------------------------------------------


                               By:    /s/ Laura Anne Raffa
                                      ------------------------------------------
                               Name:  Laura Anne Raffa
                                      ------------------------------------------
                               Title: Senior Vice President & Corporate Manager
                                       -----------------------------------------




                                       15

<PAGE>



                                        WACHOVIA BANK, N.A.



                                        By:     /s/ Rob Carter
                                                ------------------------------
                                        Name:   Rob Carter
                                                ------------------------------
                                        Title:  Vice President
                                                ------------------------------



                                       16

<PAGE>




                                   FIRST UNION NATIONAL BANK

                                   By:    /s/ Daniel J. Sullivan
                                          --------------------------------------
                                   Name:  Daniel J. Sullivan
                                          --------------------------------------
                                   Title: Managing Director
                                          --------------------------------------

                                       17

<PAGE>





                                      MELLON BANK, N.A.



                                      By:    /s/ James G. McDunn
                                             -----------------------------------
                                      Name:  James G. McDunn
                                             -----------------------------------
                                      Title: Vice President
                                             -----------------------------------




                                       18

<PAGE>



                                      SOUTHTRUST BANK



                                      By:    /s/ Lynn Feuerlein
                                             ----------------------------------
                                      Name:  Lynn Feuerlein
                                             ----------------------------------
                                      Title: Group Vice President
                                             ----------------------------------





                                       19

<PAGE>


                                      SUNTRUST BANK



                                      By:    /s/ Gregory T. Herstman
                                             -----------------------------------
                                      Name:  Gregory T. Herstman
                                             -----------------------------------
                                      Title: Senior Vice President
                                             -----------------------------------



                                       20

<PAGE>



                                      BANK ONE, NA



                                      By:    /s/ Dell K. McCoy
                                             ----------------------------------
                                      Name:  Dell K. McCoy
                                             ----------------------------------
                                      Title: Vice President
                                             ----------------------------------


                                       21

<PAGE>


                                       UNION BANK OF CALIFORNIA, N.A.


                                       By:    /s/ Karen K. Kokame
                                              ----------------------------------
                                       Name:  Karen K. Kokame
                                              ----------------------------------
                                       Title: Vice President
                                              ----------------------------------


                                       22

<PAGE>



                                   KEY BANK



                                   By:    /s/ Dan Heberle
                                          --------------------------------------
                                   Name:  Dan Heberle
                                          --------------------------------------
                                   Title: V.P.
                                          --------------------------------------





                                       23

<PAGE>


                                  FLEET NATIONAL BANK, successor by merger to
                                  Summit Bank



                                  By:    /s/ Bill Lamb
                                         ---------------------------------------
                                  Name:  Bill Lamb
                                         ---------------------------------------
                                  Title: Vice President
                                         ---------------------------------------





                                       24

<PAGE>


                                    CITIZENS BANK OF RHODE ISLAND

                                    By:    /s/ Craig E. Schermerhorn
                                           -------------------------------------
                                    Name:  Craig E. Schermerhorn
                                           -------------------------------------
                                    Title: Vice President
                                           -------------------------------------






                                       25

<PAGE>

                              OFFICER'S CERTIFICATE
                              ---------------------

         Archstone-Smith Operating Trust, formerly known as Archstone
Communities Trust (the "Borrower"), The Chase Manhattan Bank ("Chase"), Wells
Fargo Bank, N.A. and Bank of America, N.A., as Agents (the "Agents") and certain
other Lenders (the "Lenders") entered into that certain Credit Agreement (the
"Agreement") dated as of December 20, 2000, as the same has been amended. Any
term used herein and not otherwise defined shall have the meaning ascribed to it
in the Agreement.

         The undersigned hereby certifies that:

I.       I am a Vice President of the Borrower and a Vice  President of the
         Parent,  and I make these  certifications  on behalf of the Borrower or
         the Parent, as applicable.

II.      The Parent's financial statements as of _________ as filed with the
         Securities and Exchange Commission ("SEC"), and the Borrower's
         financial statements as of _____________ delivered to Chase, were
         prepared in conformity with generally accepted accounting principles
         consistently applied and present fairly the financial position of the
         Parent and of the Borrower, respectively, as of the date thereof and
         the results of its operations for the period covered thereby subject to
         normal year-end adjustments.

III.     Borrower hereby certifies the following as of the end of the period
         covered by the financial statements described above:

         1.       Maximum Debt to Total Asset Value Calculation
                  ---------------------------------------------
                  (Section 5.3 (e))

<TABLE>
          <S>                                                                              <C>
         (A)      Indebtedness
                  Total Unsecured Debt (per GAAP)                                          $__________
                  Total Secured Debt (per GAAP)                                            $__________
                  Guarantees, Endorsements and Other Contingent Obligations                $__________
                  Obligations under Hedging Agreements, as defined                         $__________
                  Equity Percentage of Indebtedness of Unconsolidated Affiliates           $__________
                  Equity Percentage of Indebtedness of Ameriton                            $__________
                  Other (pursuant to the Agreement)                                        $__________
                  Total Indebtedness, as defined                                           $__________
         (B)      Total Asset Value:
                  Aggregated Net Operating Income from Stabilized Properties
                  Divided by 8.65%                                                         $__________
                  Historical Value of Pre-Stabilized Properties                            $__________
                  Historical Value of Properties Under Construction                        $__________
                  Historical Value of Undeveloped Land                                     $__________
</TABLE>

                                   EXHIBIT A
                                   ---------
                                Page 1 of 7 Pages

<PAGE>

<TABLE>
         <S>                                                                    <C>
                  Other Assets (excluding intangibles as defined by GAAP)                      $__________
                  Total Asset Value of Unconsolidated Affiliates                               $__________
                  Contribution from Ameriton                                                   $__________
                  Total Asset Value, as defined                                                $__________
         (C)      Maximum Debt to Total Asset Value (Ratio of 1(A) to 1(B))
                  Required:  Maximum:
                                                                                                    55%
                                                                                                ----------

         2.       Maximum Secured Debt Calculation
                  --------------------------------
                  (Section 5.3 (a))

                  (A)      Secured Debt, as defined                                            $__________
                  (B)      Total Asset Value, as defined                                       $__________
                  (C)      Maximum Secured Debt to Total Asset Value
                  (Ratio of 2(A) to 2(B))                                                       __________
                  Required:Maximum:                                                                40%
                                                                                                __________

         3.       Coverage Ratio Calculation
                  --------------------------
                  (Section 5.3 (b))

         (A)      Borrower's EBITDA:
                  Net Income (per GAAP)                                                        $__________
                  Plus:
                  Depreciation and Amortization (per GAAP)                                     $__________
                  Interest Expense, as defined                                                 $__________
                  Income Taxes (per GAAP)                                                      $__________
                  Extraordinary Gains/Losses (per GAAP)                                        $__________
                  Payments on Borrower's Preferred Stock (to
                  the extent included in net income)                                           $__________
                  Equity Percentage of EBITDA for                                              $__________
                  Unconsolidated Affiliates                                                    $__________
                  Equity Percentage of Ameriton's Funds from Operations                        $__________
                  Other (pursuant to the Agreement)                                            $__________
                  Borrower's EBITDA, as defined                                                $__________
         (B)      Dividends and Distributions Paid with Respect to Disqualified
                  Stock                                                                        $__________
         (C)      Interest Expense, as defined                                                 $__________
         (D)      Sum of 3(B) and  3(C)                                                        $__________
         (E)      Coverage Ratio (Ratio of 3(A) to 3(D))                                       :    1.0
                                                                                                ----------

                  Required:                                                     Minimum of 2.0 to 1.0
</TABLE>

                                   EXHIBIT A
                                   ---------
                               Page 2 of 7 Pages

<PAGE>

<TABLE>
         <S>                                                             <C>
         4.       Fixed Charge Coverage Ratio Calculation
                  ---------------------------------------
                  (Section 5.3(c))

         (A)      Borrower's EBITDA, as defined                                                   $_________
         (B)      Unit Capital Expenditures                                                       $_________
         (C)      EBITDA minus Unit Capital Expenditures                                          $_________
         (D)      Interest Expense, as defined                                                    $_________
         (E)      Payments and Payables on Disqualified Stock                                     $_________
         (F)      Regularly Scheduled Principal Paid and Payable                                  $_________
         (G)      Sum of 4(D), 4(E) and 4(F)                                                      $_________
         (H)      Fixed Charge Coverage Ratio (Ratio of 4(C) to 4(G))                                 1.0
                                                                                                   ---------

                  Required:                                                  Minimum of 1.75 to 1.0

         5.       Tangible Net Worth
                  -------------------
                  (Section 5.3(d))
                  Assets                                                                          $_________
                  Liabilities                                                                     $_________
                  Tangible Net Worth, as defined                                                  $_________


                  Required:                                              Minimum of $3.500 billion

         6.       Maximum Recourse Indebtedness Calculation
                  -----------------------------------------
                  (Section 6.1)

         (A)      Indebtedness with a Final Maturity of Five Years or less                        $_________
         (B)      Investment Grade Debt included in 6(A)                                          $_________
         (C)      Non-recourse Debt included in 6(A), excluded from 6(B)                          $_________
         (D)      Amortizing Debt included in 6(A) excluded from 6(B) or 6(C)                     $_________
         (E)      Credit Enhancement included in 6(A), excluded from 6(B)
                  or 6(C) or 6(D)                                                                 $_________
         (F)      Acquisition Indebtedness included in 6(A), excluded from 6(B)
                  or 6(C) or 6(D) or 6(E)                                                         $_________
         (G)      Recourse Indebtedness as Calculated: 6(A) less 6(B), 6(C), 6(D),
                  6(E) and 6(F) (may not exceed $100,000,000)                                     $_________


         7.       Property Pool
                  -------------
                  (Section 5.15)

         (A)      Sum of the Aggregate Net Operating Income for Pool Real Estate
                  That Has Reached the Stabilization Date Divided by 8.65% and the
                  Aggregate Historical Value for Pool Real Estate That Has Not
</TABLE>

                                   EXHIBIT A
                                   ---------
                               Page 3 of 7 Pages

<PAGE>

<TABLE>
<S>                                                                             <C>
                  Reached the Stabilization Date                                              $_________
         (B)      Outstanding Unsecured Indebtedness                                          $_________
         (C)      Pool Value Divided by Outstanding Unsecured
                  Indebtedness (7(A) divided by 7(B))                                         _________%

         Required:                                                              Minimum of 175%

         (D)      Pool Value attributable to unimproved land (Maximum-5%)                     $_________
         (E)      Pool Value attributable to unimproved land and land under
                  construction or development (Maximum-20%)                                   $_________
         (F)      Pool Value attributable to improved property that is not
                  multifamily residential (Maximum-7-1/2%)                                    $_________


         8.       Specified Permitted Holdings
                  (Section 6.4)

         (A)      Securities Received in Settlement Liabilities Created in the
                  Ordinary Course of Business                                                 __________
                  (Maximum - 5%)
         (B)      Unconsolidated Affiliates Engaged in Permitted Businesses                   __________
                  (Maximum - 10%)
         (C)      Investment in Ameriton                                                      __________
                  (Maximum - 15%)
         (D)      Loans to Unaffiliated Persons                                               __________
                  (Maximum - 10%)
         (E)      Other Securities                                                            __________
                  (Maximum - 10%)
         (F)      Income Producing Properties That Are Not Multifamily
                  Residential                                                                 __________
                  (Maximum - 10%)
         (G)      Unimproved Land                                                             __________
                  (Maximum - 7.5%)
         (H)      Unrelated, Non-Incidental Investments                                       __________
                  (Maximum - 5%)
         (I)      Aggregate Value of the specified Permitted Holdings (sum of 8(A)
                  through 8(H))                                                               __________
                  (Maximum - 30%)


IV.      A review of the activities of the Borrower during the period covered by
         the financial statements has been made under my supervision and with a
         view to determining whether during such period the Borrower has kept,
         observed, performed and fulfilled all of its obligations under the
         Agreement.
</TABLE>

                                   EXHIBIT A
                                   ---------
                               Page 4 of 7 Pages

<PAGE>

         The Parent has made available its financial statements and related
         footnotes for the most recent period ended _________, as filed with the
         SEC and can be accessed at http://www.sec.gov/. The Borrower has
                                    --------------------
         delivered to Chase its financial statements and related footnotes for
         the most recent period ended ____________. The Parent's and the
         Borrower's earnings press releases and supplemental information for
         such period have been posted to the Parent's website
         (___________________________). The financial statements were prepared
         in conformity with generally accepted accounting principles
         consistently applied (except for the omission of footnote disclosures
         and appropriately disclosed consistency exceptions) and present fairly
         the financial position of the Parent and the Borrower, respectively, as
         of the date thereof and the results of its operations for the period
         covered thereby subject to normal year-end adjustments.

V.       (Check either (A) or (B))
                ------

         [  ]     (A) The Borrower has kept, observed, performed and fulfilled
                  each and every one of its obligations under the Agreement
                  during the period covered by the applicable financial
                  statements.

         [  ]     (B) The Borrower has kept, observed, performed and fulfilled
                  each and every one of its obligations under the Agreement
                  during the period covered by the applicable financial
                  statements except for the following matters: [Describe all
                  such defaults, specifying the nature, duration and status
                  thereof and what action the Borrower has taken or proposes to
                  take with respect thereto].

VI.      With regard to Section 1004 of the Indenture dated as of February 1,
         1994 between the Borrower and Morgan Guaranty Trust Company of New
         York, as Trustee (and using the terms defined therein), a certificate
         required thereunder showing compliance with Section 1004 is attached
         (only required for the fourth quarter Officer's Certificate), for the
         most recent period ended ____________:

<TABLE>
         <S>                                                                          <C>
         1.       (A)      Sum of Total Assets, Aggregate Purchase Price of Real
                           Estate Assets, or Mortgages Receivable Acquired, and
                           Securities Offering Proceeds Received to Purchase
                           said Assets                                                $_____________
                  (B)      Maximum amount of Debt                                     $_____________
                  (C)      Debt                                                       $_____________

         2.       (A)      Consolidated Income Available for Debt Service             $_____________
                  (B)      Annual Service Charge                                      $_____________
                  (C)      Ratio of Consolidated Income Available for Debt
                           Service to Annual Service Charge                           ______________
</TABLE>

                                   EXHIBIT A
                                   ---------
                               Page 5 of 7 Pages

<PAGE>

         3.       (A)     Total Assets                            $_____________
                  (B)     Maximum Secured Debt                    $_____________
                  (C)     Secured Debt                            $_____________


VII.     The Parent hereby  certifies the following as to itself as of the end
         of the period covered by the financial  statements dated
         ______________ as filed with the SEC:

         1.       Indebtedness                                    $_____________
         2.       Interest Expense                                $_____________


VIII.    Check either (A) or (B)

         [_]      (A) The Parent has kept, observed, performed and fulfilled
                  each and every one of its obligations under the Agreement
                  during the period covered by the applicable financial
                  statements.

         [_]      (B) The Parent has kept, observed, performed and fulfilled
                  each and every one of its obligations under the Agreement
                  during the period covered by the applicable financial
                  statements except for the following matters: [Describe all
                  such defaults, specifying the nature, duration and status
                  thereof and what action the Parent has taken or proposes to
                  take with respect thereto].

Date:______________________              Name:__________________________________
                                                    [Vice President Name]

(A manually signed Officer's Certificate is available at the request of any
Agent or Lender.)

                                   EXHIBIT A
                                   ---------
                               Page 6 of 7 Pages

<PAGE>

POOL PROPERTY LIST

     List each property separately showing the Historical Value and the
components, the city, the state, the occupancy level for the past three months,
the number of units, the age of the property and net operating income.

                                   EXHIBIT A
                                   ---------
                               Page 7 of 7 Pages