exv10w1



 






Exhibit 10.1




FIRST AMENDMENT TO

MASTER AGREEMENT




     THIS FIRST AMENDMENT TO MASTER AGREEMENT (this “Amendment”) is dated as of July 29,
2005, by and among ARCHSTONE-SMITH TRUST, a Maryland real estate investment trust (“ASN”),
ARCHSTONE-SMITH OPERATING TRUST, a Maryland real estate investment trust (“ASOT”), R&B
REALTY GROUP, a California limited partnership (“R&B”), and each of the additional entities
listed on the signature pages hereto (individually, a “Property Partnership,” and
collectively, the “Property Partnerships”), and WORLDWIDE CORPORATE HOUSING L.P., a
California limited partnership (“OCH”) (solely for purposes of Section 13 of this
Amendment).



W I T N E S S E T H




     WHEREAS, ASN, ASOT, R&B and the Property Partnerships, have entered into that certain Master
Agreement, dated as of February 28, 2005 (the “Master Agreement”); and



     WHEREAS, ASN, ASOT, R&B, OCH and the Property Partnerships desire to amend the Master
Agreement as provided in this Amendment.



     NOW THEREFORE, in consideration of the foregoing and the agreements herein contained, ASN,
ASOT, R&B and the Property Partnerships agree as follows:



     Section 1. Defined Terms. Capitalized terms used, but not defined herein, shall have
the meanings given thereto in the Master Agreement.



     Section 2. Conditions Precedent.



          (a) Section 8.1(a). Section 8.1(a) of the Master Agreement is hereby amended and
restated in its entirety and superceded and replaced as follows:





       “Threshold Partnership Approval. (i) On or prior to the twenty-fifth (25th) day
following the end of the Due Diligence Period (unless the applicable Closing has been
extended in accordance with Section 10.1, then by the fifty-fifth (55th) day), or
(ii) on or prior to such later date as ASOT, ASN and the applicable Property Partnerships
otherwise mutually agree in writing, each of the Property Partnerships owning an ASOT Key
Property (or tenancy-in common interest therein) shall have obtained the applicable
Partnership Approval, to transfer such ASOT Key Property (or tenancy-in common interest
therein) to ASOT (collectively, the “Threshold Partnership Approvals”). ASOT’s
determination not to terminate this Agreement due to the failure of the applicable Property
Partnerships to obtain the Partnership Approvals as to one or more ASOT Key Properties (or
tenancy-in common interest therein), and to accept the contributions with respect to one or
more of the other Properties, shall not by itself affect or limit ASOT’s right to terminate
the Agreement in conjunction with the failure of the applicable Property Partnerships to
obtain the Partnership Approvals with respect to another ASOT Key Propert(ies).”



	 	 	 	 	 
	 
	 	 
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          (b) Section 8.2(c). Section 8.2(c) of the Master Agreement is hereby amended and
restated in its entirety and superceded and replaced as follows:





       “Partnership Approval. (i) On or prior to the twenty-fifth (25th) day following
the end of the Due Diligence Period (unless the applicable Closing has been extended in
accordance with Section 10.1, then by the fifty-fifth (55th) day), or (ii) on or
prior to such later date as ASOT, ASN and the applicable Property Partnerships otherwise
mutually agree in writing, each of the Property Partnerships that owns the applicable
Property (or tenancy-in-common interests therein) shall have obtained the requisite
Partnership Approval.”



          (c) Section 8.2(h). A new Section 8.2(h) is hereby added to Section 8.2 of the Master
Agreement to provide as follows:





       “Right of First Refusal. As to the Property identified on Schedule 2.1
attached hereto as the Gaithersburg Property, on or prior to December 31, 2005, 2005, (or on
or prior to such later date as ASOT, ASN and South Bay Club Apartments—Van Nuys
(“SBCA”) otherwise mutually agree in writing) SBCA shall have received evidence
satisfactory to SBCA, ASOT and the Title Company (such that the Title Company can insure the
conveyance of title to ASOT without exception for, and affirmatively insuring over, the
right of first refusal as it relates to the conveyance of title to ASOT) that the right of
first refusal, if any, to acquire the Gaithersburg Property with respect to the transfer of
the Gaithersburg Property to ASOT has been waived or forfeited or does not exist
(collectively “Title Evidence”); provided, the Gaithersburg Property shall not be
taken into account in determining whether four or more Properties remain to be contributed
under this Agreement in the event that ASOT elects not close the transaction with respect to
the Gaithersburg Property because of the failure of the condition precedent set forth in
this Section 8.2(h). In the event the condition set forth in this Section
8.2(h) is not satisfied because the Title Evidence has not been obtained by the date
specified herein, ASOT shall have a continuing right to terminate this Agreement as to the
Gaithersburg Property in accordance with Section 11.3(d) unless and until the Title
Evidence required by this Section 8.2(h) has been obtained. However, once the Title
Evidence required under this Section 8.2(h) has been obtained without this Agreement
having been previously terminated as to Gaithersburg, the condition set forth in this
Section 8.2(h) shall conclusively be deemed to have been satisfied, irrespective of
whether the Title Evidence was obtained within the deadline set forth above, and there shall
be no right to terminate this Agreement as to Gaithersburg under this Section 8.2(h)
arising from the failure to obtain the Title Evidence by the deadline set forth herein.”



          (d) Section 9.2(b). Section 9.2(b) of the Master Agreement is hereby amended and
restated in its entirety and superceded and replaced as follows:





       “Partnership Approval. (i) On or prior to the twenty-fifth (25th) day following
the end of the Due Diligence Period (unless the applicable Closing has been extended in
accordance with Section 10.1, then by the fifty-fifth (55th) day), or (ii) on or prior to such later date as ASOT, ASN and the applicable Property
Partnership otherwise mutually agree in writing, each of the Property Partnerships that owns
the applicable Property (or tenancy-in-common interests therein) shall have obtained the
requisite Partnership Approval.”



	 	 	 	 	 
	 
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          (e) Section 9.2(j). A new Section 9.2(j) is hereby added to Section 9.2 of the Master
Agreement to provide as follows:





       “Right of First Refusal. As to the Property identified on Schedule 2.1
attached hereto as the Gaithersburg Property, on or prior to December 31, 2005 (or on or
prior to such later date as ASOT, ASN and SBCA otherwise mutually agree in writing), SBCA,
ASOT and the Title Company shall have received the Title Evidence. In the event the
condition set forth in this Section 9.2(j) is not satisfied because the Title
Evidence has not been obtained by the date specified herein, SBCA shall have a continuing
right to terminate this Agreement as to Gaithersburg in accordance with Section
11.4(c) unless and until the Title Evidence required by this Section 9.2(j) has
been obtained. However, once the Title Evidence required under this Section 9.2(j)
has been obtained without this Agreement having been previously terminated as to
Gaithersburg, the condition set forth in this Section 9.2(j) shall conclusively be
deemed to have been satisfied, irrespective of whether the Title Evidence was obtained
within the deadline set forth above, and there shall be no right to terminate this Agreement
as to Gaithersburg under this Section 9.2(j) arising from the failure to obtain the
Title Evidence within the deadline set forth herein.”



          Section 3. Indemnification and Reimbursement.




          (a) Definitions. The following definitions are hereby added to Article I of the Master
Agreement:




          “Consent to Transfer Agreement” means an agreement among one or more of the
Property Partnerships and the lender of any Subject to Debt with respect to the transfer of any
Subject to Debt Properties by the applicable Property Partnerships to an ASOT Acquiring Party
without regard to ASOT’s intention to repay or assume such Subject to Debt following the applicable
Closing.




          “Transfer Agreement” means an agreement among ASOT and/or ASN and the lender of any
Subject to Debt with respect to the transfer of any Subject to Debt Properties by the applicable
Property Partnerships to an ASOT Acquiring Party without regard to ASOT’s intention to repay or
assume such Subject to Debt following the applicable Closing.




          “Transfer Fee” has the meaning set forth in Section 12.11.




          (b) Indemnification with respect to Subject to Debt. For purpose of the Master Agreement and
the application of Article XII, a new Section 12.2(e) is added to Article XII of the Master
Agreement to provide as follows:





       ”(e) if ASOT repays any Subject to Debt after the applicable Closing within the period
provided for under the applicable Transfer Agreement, any claims, suits or proceedings
brought against ASOT or ASN asserted by any lender of such Subject to Debt with respect to
matters accruing or arising prior to the applicable Closing Date in the event that one or
more Property Partnerships have entered into a Consent to Transfer Agreement with respect to
any Subject to Debt.”



	 	 	 	 	 
	 
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          (c) Indemnification with respect to Assumed Debt. For purpose of the Master Agreement and the
application of Article XII, a new Section 12.2(f) is added to Article XII of the Master
Agreement to provide as follows:




          “(f) any claims, suits or proceedings brought against ASOT or ASN asserted by any lender of
Assumed Debt with respect to matters accruing or arising prior to the applicable Closing Date other
than liability with respect to environmental and Hazardous Material liabilities under customary
loan document provisions and other than the obligation to repay the outstanding principal amount of
the Assumed Debt and all accrued and unpaid interest thereon as shown on the applicable Loan Amount
Statement.”




          (d) Indemnification with respect to Subject to Debt. For purposes of the Master Agreement and
the application of Article XII, a new Section 12.3(e) is added to Article XII of the Master
Agreement to provide as follows:





       “(e) if ASOT does not repay any Subject to Debt immediately after the applicable
Closing and ASOT is unable to obtain a release with respect to any such Subject to Debt as
provided in Section 6.3(b), any claims, suits or proceedings brought against R&B
and/or any Property Partnership and/or any principal of any of the foregoing having any
liability with respect to any portion of any such Subject to Debt asserted by any lender of
Subject to Debt with respect to matters first accruing or arising on or after the applicable
Closing Date or with respect to environmental and Hazardous Material liabilities.”



          (e) Indemnification with respect to Assumed Debt. For purposes of the Master Agreement and
the application of Article XII, a new Section 12.3(f) is added to Article XII of the Master
Agreement to provide as follows:





       “(f) if ASOT is unable to obtain a release with respect to any portion of the Assumed
Debt or any liability thereunder, as provided in Section 6.3(a), any claims, suits or
proceedings brought against R&B and/or any Property Partnership and/or any principal of any
of the foregoing having any liability with respect to any portion of any such Assumed Debt
asserted by any lender of Assumed Debt with respect to matters first accruing or arising on
or after the applicable Closing Date.”



          (f) Application of Section 12.4. For purposes of clarity, with respect to (i) the
indemnification obligations set forth in Sections 12.2(e) and (f) of the Master Agreement
and 12.3(e) and (f) of the Master Agreement, the limits and thresholds with respect to
indemnification described in Section 12.4 of the Master Agreement shall not apply and (ii)
each Property Partnership’s indemnification obligations set forth in Sections 12.2(e) and (f) of the Master Agreement, such indemnification obligations shall only apply
to the extent related to such Property Partnership and its Property.




	 	 	 	 	 
	 
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          (g) Transfer Fee. For purposes of the Master Agreement and the application of Article XII, a
new Section 12.11 is added to Article XII of the Master Agreement to provide as follows:





       “12.11 Transfer Fee. In connection with the transfer of one or more Subject to
Debt Properties, the applicable Property Partnership(s) might enter into a Consent to
Transfer Agreement with the lender of such Subject to Debt and pay a transfer, waiver, or
consent fee in connection therewith (the “Transfer Fee”). Such Transfer Fee will be
refunded to the applicable Property Partnership under the terms of the Consent to Transfer
Agreement upon ASOT’s subsequent assumption or satisfaction of the applicable Subject to
Debt in accordance with the terms of the Transfer Agreement. In the event that ASOT does
not assume or pay off any such Subject to Debt within the time set forth in the applicable
Transfer Agreement (or if the applicable Transfer Agreement provides ASOT with a credit for
all or any portion of the Transfer Fee), ASOT shall pay to the applicable Property
Partnership an amount in cash equal to (i) the amount of the Transfer Fee paid by such
Property Partnership with respect to such Subject to Debt or (ii) if the applicable Transfer
Agreement provides ASOT with a credit for a portion of the Transfer Fee, such portion of the
Transfer Fee.”



     Section 4. Contribution Value.



          (a) Section 2.3(a) of the Master Agreement. Section 2.3(a) of the Master Agreement is
hereby amended and restated in its entirety and superceded and replaced as follows:





     “Contribution Value. The value of each of the Properties to be contributed to
the ASOT Acquiring Party pursuant to this Agreement is identified on Schedule 2.1
attached hereto and the value of the R&B Property to be contributed to the ASOT Acquiring
pursuant to this Agreement is $35,000,000.00 (each value so identified is hereinafter the
“Contribution Value”); provided, however, the Contribution Value of the Property
described in Schedule 2.1 as the San Jose South Property shall be $97,138,000, but is
subject to a reduction of $2,000,000 (the “Reimbursement Amount”) in the event that
after February 1, 2006, ASOT reasonably determines that the San Jose South Property does not
have the entitlements described in Schedule 2.3(a) attached hereto. Concurrently
with the Closing of the San Jose South Property, ASOT shall deposit in escrow with the Title
Company cash and Units (the value of Units and the amount of cash to be deposited into the
escrow to be in the same proportion as the value of Units issued and cash paid at Closing,
without regard to the Reimbursement Amount) in an amount equal to the Reimbursement Amount
(the number of Units for this purpose determined by dividing the amount to be issued by ASOT
in Units by the Common Share Value (the “San Jose Escrowed Units”)). ASOT shall, for
all purposes, treat the San Jose Escrowed Units and all other amounts set aside in the
escrow as outstanding and owned by San Jose Country Club during the period the San Jose
Escrowed Units and all other amounts held by the Title Company. Distributions made by ASOT with respect to the San Jose Escrowed Units and other income
earned on the amounts set aside in the escrow during the period the San Jose Additional
Escrowed Units (and other amounts) are held by the Title Company, shall be distributed to
the Title Company and held for the benefit of



	 	 	 	 	 
	 
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San Jose Country Club. In the event that on or prior to February 1, 2006, ASOT reasonably determines that the San Jose South Property
does have the entitlements described in Schedule 2.3(a) attached hereto, the San Jose
Escrowed Units and the other amounts held by the Title Company shall be released to San Jose
Country Club (or its designee(s)) together with any distributions paid thereon immediately
following ASOT’s determination regarding the entitlements. If, after February 1, 2006, ASOT
reasonably determines that the San Jose South Property does not have the entitlements
described in Schedule 2.3(a) attached hereto, upon such determination, the San Jose
Escrowed Units and the other amounts held by the escrow agent, together with any
distributions paid thereon, shall be returned to ASOT. ASOT hereby appoints San Jose
Country Club as its agent for the purpose of continuing to process said entitlements and
agrees to cooperate with San Jose Country Club and execute such documents as may be
reasonably requested by San Jose Country Club in connection with processing and obtaining
said entitlements; provided that the foregoing shall be at no cost, expense or liability to
ASOT and shall not jeapordize any existing entitlements.”



          (b) Marina del Rey Contribution Value. The indebtedness identified on the Debt
Schedule as the Marina del Rey 2nd Trust Deed in the amount of $1,535,869 is hereby
deleted from the Debt Schedule as an Assumed Debt Loan. Accordingly, the ASOT Acquiring Party
shall not assume the Marina del Rey 2nd Trust Deed and, accordingly, the Contribution
Value of the Marina del Rey Property shall not be reduced by the amount of the Marina del Rey
2nd Trust Deed. The applicable Property Partnership that owns the Marina del Rey
Property hereby agrees to a reduction in the Contribution Value of the Marina del Rey Property in
the amount of $600,000 on account of agreed to capital repairs to the garage located on such
Property in accordance with the Contribution Agreement for the Marina del Rey Property.




          (c) Issuance of Units. ASOT acknowledges and agrees that although the Unit
certificates will not be delivered until approximately 75 days after the Closing Date, the Units
will be deemed issued to those Persons identified as Unit recipients on Schedule 2.2 of each
Contribution Agreement as of the Closing Date and the Unit holders will be reflected on ASOT’s
books and records as Unit holders as of the Closing Date.




     Section 5. Loan Amount Statements. The last sentence of Section 2.3(b)(iv) of
the Master Agreement is hereby amended and restated in its entirety and superceded and replaced as
follows:




       “ASOT agrees that on or prior to April 19, 2005, ASOT will identify to the applicable
Property Partnership or Property Partnerships in writing whether the applicable Property
Partnership or Property Partnerships will need to provide a Loan Amount Statement pursuant
to clause (B) of this Section 2.3(b)(iv) or clause (C) of this Section
2.3(b)(iv) with respect to the Assumed Debt.”



     Section 6. Operational Taxes. Except to the extent of any reduction in Contribution
Values, prorations, or other adjustment at Closing for Operational Taxes, each of the Property
Partnerships shall be solely responsible for payment of Operational Taxes with respect to the
period prior to the Closing. In the event of any governmental audit or review which determines
that any Operational Taxes are unpaid with respect to any period prior to Closing, R&B and the



	 	 	 	 	 
	 
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Property Partnership to which the unpaid Operational Tax relates shall indemnify ASOT against, and
agrees to hold ASOT harmless from, any and all Losses incurred or suffered by ASOT arising out of
such unpaid Operational Taxes, including without limitation, any liens associated therewith, in
accordance with Section 12.2(a) of the Master Agreement as if such unpaid Operational Taxes
were a breach of a Tax Warranty and Covenant; provided that the Property Partnerships shall not be
jointly and severally obligated to provide indemnity under this Section 7 as would otherwise be
required under Section 12.2(a) of the Master Agreement (i.e., a Property Partnership that is
not subject to the determination described in this Section 6 shall have no liability or obligation
whatsoever to provide indemnity under this Section 6). “Operational Taxes” mean taxes
payable to the various local governments attributable to the operations of the Property, including
business and occupation taxes, use taxes, sales taxes, gross receipts taxes, and use-based or
business taxes, but exclusive of real estate taxes and assessments. ASOT acknowledges that any
refund or rebate of Operational Taxes or real estate taxes and other assessments attributable to
the period prior to the Closing shall be the property of the applicable Property Partnership. In
the event that ASOT, an ASOT Acquiring Party, or a Title Owning Entity shall receive the proceeds
of a tax refund or rebate attributable to the period prior to Closing, ASOT shall notify R&B and
the applicable Property Partnership of the amount of such tax refund or rebate and ASOT shall pay
to R&B or the applicable Property Partnerships the amount of such tax refund or rebate. ASOT
agrees and acknowledges that R&B and the Property Partnerships shall have the right to retain any
tax refund or rebate attributable to the period prior to the Closing. The provisions of this
Section 6 shall survive the Closing.



     Section 7. Philadelphia Put Agreement. Concurrently with the Closing of the R&B
Property, ASOT shall deposit in escrow with the Title Company a number of Units equal to $497,319,
divided by the Common Share Value (the “Escrowed Units”). ASOT shall, for all purposes,
treat the Escrowed Units as outstanding and owned by the R&B Partners during the period the
Escrowed Units are held by the Title Company, and all distributions made by ASOT with respect to
the Escrowed Units during the period the Escrowed Units are held by the Title Company shall be
distributed to the Title Company and held for the benefit of the R&B Partners. In the event that
(i) the Philadelphia Put Agreement is not exercised by South Bay Club Apartments — Mid Wilshire on
or before March 31, 2006 or (ii) the Philadelphia Put Agreement is exercised by South Bay Club
Apartments — Mid Wilshire on or before March 31, 2006, but the closing of the Philadelphia
Property fails to occur other than as a result of a breach by ASOT of its obligations under the
Philadelphia Put Agreement, the Escrowed Units shall be returned to ASOT together with any
distributions paid thereon. In the event that the Philadelphia Property is acquired by ASOT in
accordance with the Philadelphia Put Agreement, the Escrowed Units shall be released to the R&B
Partners together with any distributions paid thereon concurrently with the closing of such
acquisition.



     Section 8. Employees of R&B.



          (a) Accrued Vacation and Sick Pay. Section 7.5(b) of the Master Agreement is hereby
amended and restated in its entirety and superceded and replaced as follows:





       “ASOT shall assume R&B’s obligation to pay each Hired Employee the accrued vacation and
sick pay (“Accrued Vacation and Sick Pay Obligations”) and/or accrued bonus to which such
Hired Employee was entitled as of the Closing in accordance with



	 	 	 	 	 
	 
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the terms of R&B’s vacation
and sick pay policies and/or bonus policies, as applicable. In the event that ASOT has
assumed R&B’s obligations pursuant to this Section 7.5(b) with respect to Accrued Vacation
and Sick Pay Obligations and/or accrued bonuses for Hired Employees, R&B shall transfer to
ASOT (or R&B Realty Group II as part of the contribution of the R&B Property to ASOT) at the
Closing cash equal to the aggregate accrued obligations assumed by ASOT pursuant to this
Section 7.5(b); provided, however, if the Contribution Value of a Property is
reduced in accordance with the Master Agreement and/or the applicable Contribution Agreement
for the Accrued Vacation and Sick Pay Obligations and/or accrued bonuses assumed by ASOT
pursuant to this Section 7.5(b), the amount of cash to be transferred by R&B to ASOT
(or R&B Realty Group II as part of the contribution of the R&B Property to ASOT) for such
aggregate accrued obligations in accordance with this Section 7.5(b) with respect to such
Property shall be reduced by the amount of any such reduction in the Contribution Value of
such Property. ASOT hereby agrees to indemnify R&B from and against any Loss incurred or
suffered by R&B arising out of any of the Accrued Vacation and Sick Pay Obligations and/or
accrued bonus assumed by ASOT pursuant to this Section 7.5(b) with respect to any claim
arising with respect thereto for the period after the applicable Closing, except to the
extent such Loss suffered by R&B arises from any deficiency or invalidity of the employee
consent to transfer vacation account dated July 26, 2005. R&B hereby agrees to indemnify
ASOT from and against any Loss incurred or suffered by ASOT arising out of any of the
Accrued Vacation and Sick Pay Obligations and/or accrued bonus not assumed by ASOT hereunder
with respect to any claim arising with respect thereto for the period prior to the
applicable Closing. With respect to the indemnifications set forth in this Section
7.5(b), the limits and thresholds with respect to indemnification described in
Section 12.4, shall not apply.”



          (b) New Section 7.5(f). For purpose of the Master Agreement and the application of Section
7.5, a new Section 7.5(f) is added to Section 7.5 of the Master Agreement to
provide as follows:





       “(f) Each of the rights and obligations of ASOT set forth in this Section 7.5
shall, upon the contribution of the R&B Membership Interests to ASOT in accordance with
Section 2.2, also be the rights and obligations of R&B Realty Group II. All cash
transfers required to be made by R&B to ASOT in accordance with this Section 7.5
shall be made (and treated by R&B, ASOT and ASN) as part of the contribution of the R&B
Property to ASOT for which the R&B Partners are receiving the Contribution Value hereunder.”



          (c) New Section 7.5(g). For purpose of the Master Agreement and the application of Section
7.5, a new Section 7.5(g) is added to Section 7.5 of the Master Agreement to
provide as follows:





       “(g) Notwithstanding anything in this Agreement to the contrary, ASOT hereby agrees to
indemnify R&B and its respective Affiliates against and hold R&B and its Affiliates harmless
from any and all Losses arising out of or otherwise in respect of (i) any claim made or
arising after the Closing by any Hired Employee against R&B or any of its Affiliates for any
action taken after the Closing by ASOT, ASN or



	 	 	 	 	 
	 
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their Affiliates, (ii) any claim for payments
or benefits by any Hired Employees or their beneficiaries under any ASOT Plans (including
the ASOT Cafeteria Plan) arising after the Closing, and (iii) any failure of ASOT to
discharge its obligations under this Section 7.5. Notwithstanding anything in this
Agreement to the contrary, R&B hereby agrees to indemnify ASOT and its respective Affiliates
against and hold ASOT and its Affiliates harmless from any and all Losses arising out of or
otherwise in respect of (i) any claim made or arising prior to the Closing by any Hired
Employee against ASOT or any of its Affiliates for any action taken prior to the Closing by
R&B, (ii) any claim for payments or benefits by any Hired Employees or their beneficiaries
under any R&B benefit plan (including the R&B Cafeteria Plan) arising after the Closing, and
(iii) any failure of R&B to discharge its obligations under this Section 7.5(g).
With respect to the indemnifications set forth in this Section 7.5(g), the limits and
thresholds with respect to indemnification described in Section 12.4, shall not
apply.”



     Section 9. Closing.




       (a) Initial Properties. On or about April 29, 2005, ASOT extended the Due
Diligence Period in accordance with Section 3.2 of the Master Agreement such that the Due
Diligence Period with respect to all Properties expired on May 29, 2005. Further, on or
about April 29, 2005, R&B and the Property Partnerships elected to extend the Closings of
all of the Properties for an additional thirty (30) day period in accordance with Section
10.1 of the Master Agreement (such that (i) the Unit/Cash Election Date with respect to each
Property Partnership became June 28, 2005, and (ii) Partnership Approvals and county and
lender consents were be to obtained, in accordance with Article VI and VIII on or before
July 23, 2005). Accordingly, by virtue of Article X of the Master Agreement, the Closings
of all of the Properties are scheduled to occur ninety (90) days after the expiration of the
Due Diligence Period (as extended), August 27, 2005, unless the parties otherwise mutually
agree and except as otherwise provided by the last two sentences of Section 10.1 of the
Master Agreement. Notwithstanding that the Closings have been extended for purposes of the
Master Agreement and are scheduled to occur on or around August 27, 2005, assuming the
satisfaction or waiver of the conditions set forth in Article VIII and IX, ASOT, ASN, R&B
and the Property Partnerships hereby agree that the Closing of the contribution of all of
the Properties (other than the Properties identified on Schedule 2.1 of the Master Agreement
as Dulles, Gaithersburg and Falls Church) shall occur on or around July 28, 2005 (the
“Anticipated Closing Date”) unless ASOT, R&B and the Property Partnerships agree to
close the contribution of one or more of the Properties on a different
date in accordance with the terms of the Master Agreement. In addition, pursuant to
that certain Letter Agreement dated July 21, 2005, among ASOT, ASN, the Property
Partnerships and R&B (the “Letter Agreement”), the parties agreed that the Third
Party Approval Date (as defined in the Letter Agreement) with respect to each Property has
been extended to the earlier to occur of the actual Closing of the applicable Property and
September 1, 2005. Notwithstanding the earlier scheduled Closing as provided under this
Section 10, (i) R&B and each Property Partnership made its effective Unit/cash
elections on or prior to the Unit/Cash Election Date in accordance with Article II of the
Master Agreement and (ii) all dates and time periods under the Master Agreement measured or
determined by reference to the expiration of the Due Diligence Period and/or the Closing
shall not be affected by the



	 	 	 	 	 
	 
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earlier Closing provided by this Section 10. Further, ASOT and
ASN acknowledge that neither ASOT nor ASN has any right to terminate the Master Agreement or
any one or more of the Contribution Agreements with respect to any of the Properties
pursuant to Section 11.1(b) or 11.3(b) of the Master Agreement.




       (b) Gaithersburg. Assuming the satisfaction or waiver of the conditions set
forth in Articles VIII and IX of the Master Agreement (as amended by this First Amendment)
as solely applicable to the Property identified on Schedule 2.1 of the Master Agreement as
Gaithersburg, ASOT, ASN, R&B and the Property Partnerships hereby agree that the Closing of
Gaithersburg shall occur (if at all) on or before February 1, 2006, unless ASOT and SBCA
otherwise mutually agree that the Closing of Gaithersburg will occur at a later date.
Further, ASOT, ASN, and SBCA hereby agree that, solely with respect to Gaithersburg, the
date to obtain the various lender, partner and other third-party approvals under the Master
Agreement with respect to Gaithersburg (the “Gaithersburg Approvals”) is hereby extended
until the earlier to occur of the actual Closing of Gaithersburg and December 31, 2005. In
the event the Gaithersburg Approvals have not been obtained by December 31, 2005, ASOT and
SBCA each shall have a continuing right to terminate the Master Agreement as to the
Gaithersburg Property in accordance with Section 11.3(d) of the Master Agreement
unless and until the Gaithersburg Approvals have been obtained. However, once the
Gaithersburg Approvals have been obtained without the Master Agreement having been
previously terminated as to the Gaithersburg Property, the conditions set forth in
Sections 8.2(a), (b) and (c) and in Sections 9.2(b), (c) and (d) of the
Master Agreement shall conclusively be deemed to have been satisfied, irrespective of
whether the Gaithersburg Approvals were obtained on or prior to December 31, 2005, and there
shall be no right to terminate the Master Agreement as to arising from the failure to obtain
the Gaithersburg Approvals. Further, in the event that the Closing of Gaithersburg fails to
occur, the $3,000,000 threshold and the $20,000,000 limit set forth in Section 12.4 of the
Master Agreement shall be further reduced by $271,381 and $1,809,208, respectively, and SBCA
shall have no indemnification obligations to ASOT or ASN pursuant to Article XII of the
Master Agreement.




       (c) Dulles. Assuming the satisfaction or waiver of the conditions set forth in
Article VIII and IX of the Master Agreement (as amended by this First Amendment) as solely
applicable to the Property identified on Schedule 2.1 of the Master Agreement as Dulles,
ASOT, ASN, R&B, and the Property Partnerships hereby agree that the Closing of Dulles shall occur on or before February 1, 2006, unless ASOT and
the Property Partnerships identified in the Master Agreement as Marbrisas Holdings, LLC and
Westside Country Club Apartments otherwise mutually agree that the Closing of Dulles
Property will occur at a later date; provided, the Dulles Property shall not be taken into
account in determining whether four or more Properties remain to be contributed under the
Master Agreement. Further, ASOT, ASN, Marbrisas Holdings, LLC and Westside Country Club
Apartments hereby agree that, solely with respect to Dulles, the date to obtain the various
lender, partner and other third-party approvals under the Master Agreement with respect to
Dulles (the “Dulles Approvals”) is hereby extended until the earlier to occur of the actual
Closing of Dulles and December 31, 2005. In the event the Dulles Approvals have not been
obtained by December 31, 2005, ASOT, on the one



	 	 	 	 	 
	 
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	 	First Amendment to Master Agreement






 









 






hand, and Marbrisas Holdings, LLC and
Westside Country Club Apartments, on the other hand, each shall have a continuing right to
terminate the Master Agreement as to the Dulles Property in accordance with Section
11.3(d) of the Master Agreement unless and until the Dulles Approvals have been
obtained. However, once the Dulles Approvals have been obtained without the Master
Agreement having been previously terminated as to the Dulles Property, the conditions set
forth in Sections 8.2(a), (b) and (c) and in Sections 9.2(b), (c) and (d) of
the Master Agreement shall conclusively be deemed to have been satisfied, irrespective of
whether the Dulles Approvals were obtained on or prior to December 31, 2005, and there shall
be no right to terminate the Master Agreement as to arising from the failure to obtain the
Dulles Approvals. Further, in the event that the Closing of Dulles fails to occur, the
$3,000,000 threshold and the $20,000,000 limit set forth in Section 12.4 of the Master
Agreement shall be further reduced by $162,393 and $1,082,617, respectively, and Marbrisas
Holdings, LLC and Westside Country Club Apartments shall have no indemnification obligations
to ASOT or ASN pursuant to Article XII of the Master Agreement.




       (d) Falls Church. With respect to the Property identified on Schedule 2.1 of
the Master Agreement as Falls Church, ASOT, ASN and the Property Partnership identified in
the Master Agreement as Falls Church Country Club Apartments hereby mutually agree to
terminate the Master Agreement with respect to the Falls Church Property in accordance with
and pursuant to Sections 11.3(a) and 11.4(a) of the Master Agreement. As a
consequence of this termination of the Falls Church Property, the $3,000,000 threshold and
the $20,000,000 limit set forth in Section 12.4 of the Master Agreement, shall be further
reduced by $145,091 and $967,272, respectively, and Falls Church Country Club Apartments
shall have no indemnification obligations to ASOT or ASN pursuant to Article XII of the
Master Agreement.



     Section 10. Mid-Wilshire Assignment. Mid-Wilshire has heretofore assigned all of its
right, title and interest in the Property identified on Schedule 2.1 to the Master Agreement as the
San Francisco Property to a Title Owning Entity (the “Mid-Wilshire TOE”) and distributed the
interests in Mid-Wilshire TOE pro rata to all of Mid-Wilshire’s partners. By its execution hereof,
ASOT acknowledges that Mid-Wilshire TOE hereby succeeds to all of the rights and obligations of
Mid-Wilshire under the terms of the Master Agreement as the Property Partnership that owns the San
Francisco Property and Mid-Wilshire TOE hereby agrees to assume and to be bound by all of the
obligations of Mid-Wilshire under the Master Agreement with respect to the San Francisco Property; provided, Mid-Wilshire shall remain
liable for its obligation under the Master Agreement.



     Section 11. Escrowed Amounts.




       (a) Gaithersburg Property. Concurrently with the Closing of the R&B Property,
ASOT shall deposit in escrow with the Title Company a number of Units equal to $3,166,605
divided by the Common Share Value (the “Gaithersburg Additional Escrowed Units”).
ASOT shall, for all purposes, treat the Gaithersburg Additional Escrowed Units as
outstanding and owned by the R&B Partners during the period the Gaithersburg Additional
Escrowed Units are held by the Title Company, and all distributions made by ASOT with
respect to the Gaithersburg Additional Escrowed Units



	 	 	 	 	 
	 
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	 	First Amendment to Master Agreement






 









 






during the period the Gaithersburg Additional Escrowed Units are held by the Title Company shall be distributed to the Title
Company and held for the benefit of the R&B Partners. In the event that the Closing of the
acquisition of Gaithersburg fails to occur other than as a result of a breach by ASOT or ASN
under the Master Agreement, the Gaithersburg Additional Escrowed Units shall be returned to
ASOT together with any distributions paid thereon. In the event that Gaithersburg is
acquired by ASOT, the Gaithersburg Additional Escrowed Units shall be released to the R&B
Partners together with any distributions paid thereon concurrently with the closing of such
acquisition.




       (b) Dulles Property. Concurrently with the Closing of the R&B Property, ASOT
shall deposit in escrow with the Title Company a number of Units equal to $1,894,550 divided
by the Common Share Value (the “Dulles Additional Escrowed Units”). ASOT shall, for
all purposes, treat the Dulles Additional Escrowed Units as outstanding and owned by the R&B
Partners during the period the Dulles Additional Escrowed Units are held by the Title
Company, and all distributions made by ASOT with respect to the Dulles Additional Escrowed
Units during the period the Dulles Additional Escrowed Units are held by the Title Company
shall be distributed to the Title Company and held for the benefit of the R&B Partners. In
the event that the Closing of the acquisition of Dulles fails to occur other than as a
result of a breach by ASOT or ASN under the Master Agreement, the Dulles Additional Escrowed
Units shall be returned to ASOT together with any distributions paid thereon. In the event
that Dulles is acquired by ASOT, the Dulles Additional Escrowed Units shall be released to
the R&B Partners together with any distributions paid thereon concurrently with the closing
of such acquisition.



     Section 12. Contribution Value Adjustments. Section 12.8 of the Master Agreement is
hereby amended and restated in its entirety and superceded and replaced as follows:




       “12.8 Contribution Value Adjustments. To the extent permitted by law, any
amounts payable under Section 12.2 or 12.3 shall be treated by ASOT and the applicable
Property Partnership(s) as an adjustment to the Contribution Value of the applicable
Property in accordance with Article II of the Agreement.”



     Section 13. OCH Units. Section 6.12 of the Master Agreement is hereby amended and restated in
its entirety and superceded and replaced as follows:




       “Section 6.12. OCH Units. With respect to those Properties which are not
Leased Properties, the applicable Rent Roll may have Leases under which the tenant of record
is “OCH” or “Oakwood Corporate Housing” or “Worldwide Corporate Housing” (the “OCH
Leases”). The OCH Leases have varying lease expiration dates. As of the Closing of
each non-Leased Property, the applicable Property Partnership agrees to assign, and ASOT
agrees to assume on and after the applicable Closing, the obligations of the landlord under
such OCH Leases in place pursuant to a Bill of Sale and Assignment of Leases.
Notwithstanding the term of, or any other provision contained in, any of such OCH Leases,
OCH hereby acknowledges and agrees that (a) the maximum number of OCH Leases that OCH is
permitted to terminate with respect to a Property in any particular month is the greater of
(i) eight percent (8%) of the OCH Leases at such



	 	 	 	 	 
	 
	 	12
	 	First Amendment to Master Agreement






 









 






Property in place as of the applicable
Closing, or (ii) five OCH Leases at such Property, and (b) the OCH Lease rental rate, as
shown on the applicable Property’s Rent Roll as of the applicable Closing, shall remain in
effect through December 31, 2005. Prior to January 1, 2006, OCH and ASOT shall mutually
agree to a new rental rate for the OCH Leases commencing January 1, 2006.”



     Section 14. Effect of Amendment. Except as amended by the provisions hereof (and the
Letter Agreement), the Master Agreement shall remain in full force and effect in accordance with
its terms.



     Section 15. Assignment. This Amendment shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted assigns.



     Section 16. Counterparts. This Amendment may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument.



     Section 17. Language. The parties agree that the language used in this Amendment is
the language chosen by the parties to express their mutual intent, and that no rule of strict
construction is to be applied against any party.



     Section 18. Applicable Law. This Amendment shall be governed by and construed and
enforced in accordance with the internal laws of the State of Maryland without giving effect to the
principles of conflicts of law thereof.



[Remainder of Page Intentionally Left Blank]




	 	 	 	 	 
	 
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	 	First Amendment to Master Agreement






 









 




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



	 	 	 	 	 
	 	ARCHSTONE-SMITH TRUST

 	 
	 	By:  	/s/ Thomas S. Reif
 	 
	 	Name:  	Thomas S. Reif 	 
	 	Its: 	Group Vice President and Assistant
General Counsel 	 
	 




      



	 	 	 	 	 
	 	ARCHSTONE-SMITH OPERATING TRUST

 	 
	 	By:  	/s/ Thomas S. Reif
 	 
	 	Name:  	Thomas S. Reif 	 
	 	Its: 	Group Vice President and Assistant
General Counsel 	 
	 



	 	 	 	 	 
	 
	 	S-1
	 	First Amendment to Master Agreement






 









 






R&B REALTY GROUP,

a California limited partnership



	 	 	 	 	 	 	 	 	 
	By:	 	HFR R&B Holdings, LLC,	 	 
	 	 	a Delaware limited liability company,	 	 
	 	 	Class A General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Howard F. Ruby, Trustee of The	 	 
	 	 	 	 	Howard F. Ruby Trust, u/a dated	 	 
	 	 	 	 	September 5, 1978, as amended,	 	 
	 	 	 	 	Member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Darby T. Keen	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Darby T. Keen, Attorney-in-Fact for	 	 
	 

	 	 	 	 	 	Howard F. Ruby, Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	By:	 	ERB R&B Holdings, LLC,	 	 
	 	 	a Delaware limited liability company,	 	 
	 	 	Class A General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Edward R. Broida, Trustee of The	 	 
	 	 	 	 	Edward R. Broida Trust No. 1, u/a dated	 	 
	 	 	 	 	April 2, 1976, as amended, Member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Richard D. Holt	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Richard D. Holt, Attorney-in-Fact for	 	 
	 

	 	 	 	 	 	Edward R. Broida, Trustee	 	 






					
	 	 	 	 	 
	 
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ALEXANDRIA WEST COAST INVESTORS, LLC,

a Delaware limited liability company



	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Darby T. Keen	 	 
	 	 	 	 	 
	 	 	Darby T. Keen, Manager	 	 
	 
	 	 	 	 	 	 	 	 
	By:	 	Edward R. Broida, Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Richard D. Holt	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Richard D. Holt, Attorney-in-Fact for Edward	 	 
	 	 	 	 	R. Broida	 	 






					
	 	 	 	 	 
	 
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FALLS CHURCH COUNTRY CLUB APARTMENTS, L.P.,

a Virginia limited partnership



	 	 	 	 	 	 	 	 	 
	By:	 	HFR Partnership Holdings, LLC,	 	 
	 	 	a Delaware limited liability company,	 	 
	 	 	General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Howard F. Ruby, Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Darby T. Keen	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Darby T. Keen, Attorney-in-Fact for Howard F.	 	 
	 

	 	 	 	 	 	Ruby	 	 
	 
	 	 	 	 	 	 	 	 
	By:	 	ERB Partnership Holdings, LLC,	 	 
	 	 	a Delaware limited liability company,	 	 
	 	 	General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Edward R. Broida, Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Richard D. Holt	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Richard D. Holt, Attorney-in-Fact for Edward R.	 	 
	 

	 	 	 	 	 	Broida	 	 






					
	 	 	 	 	 
	 
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GARDEN GROVE COUNTRY CLUB APARTMENTS,

a California limited partnership



	 	 	 	 	 	 	 	 	 
	By:	 	Howard F. Ruby, Trustee of The Howard F. Ruby	 	 
	 	 	Trust, u/a dated September 5, 1978, as amended,	 	 
	 	 	General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Darby T. Keen	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Darby T. Keen, Attorney-in-Fact for Howard F.	 	 
	 	 	 	 	Ruby, Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	By:	 	Edward R. Broida, Trustee of The Edward R. Broida	 	 
	 	 	Trust No. 1, u/a dated April 2, 1976, as amended,	 	 
	 	 	General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Richard D. Holt	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Richard D. Holt, Attorney-in-Fact for Edward R.	 	 
	 	 	 	 	Broida, Trustee	 	 






					
	 	 	 	 	 
	 
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KIP PROPERTIES, LLC,

a California limited liability company



	 	 	 	 	 	 	 	 	 
	By:	 	Howard F. Ruby, Trustee of The	 	 
	 	 	Howard F. Ruby Trust, u/a dated	 	 
	 	 	September 5, 1978, as amended,	 	 
	 	 	Class B Member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Darby T. Keen	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Darby T. Keen, Attorney-in-Fact	 	 
	 	 	 	 	for Howard F. Ruby, Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	By:	 	Edward R. Broida, Trustee of The	 	 
	 	 	Edward R. Broida Trust No. 1, u/a	 	 
	 	 	dated April 2, 1976, as amended, Class B Member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Richard D. Holt	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Richard D. Holt, Attorney-in-Fact for	 	 
	 	 	 	 	Edward R. Broida, Trustee	 	 






					
	 	 	 	 	 
	 
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MARBRISAS HOLDINGS, LLC,

a Delaware limited liability company



	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Darby T. Keen	 	 
	 	 	 	 	 
	 	 	Darby T. Keen, Manager	 	 
	 
	 	 	 	 	 	 	 	 
	By:	 	Edward R. Broida, Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Richard D. Holt	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Richard D. Holt, Attorney-in-Fact for Edward	 	 
	 	 	 	 	R. Broida	 	 






					
	 	 	 	 	 
	 
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MARINA DEL REY COUNTRY CLUB APARTMENTS,

a California general partnership



	 	 	 	 	 	 	 	 	 
	By:	 	Howard F. Ruby, Trustee of The Howard F. Ruby	 	 
	 	 	Trust, u/a dated September 5, 1978, as amended,	 	 
	 	 	Managing Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Darby T. Keen	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Darby T. Keen, Attorney-in-Fact for Howard F.	 	 
	 	 	 	 	Ruby, Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	By:	 	Edward R. Broida, Trustee of The Edward R. Broida	 	 
	 	 	Trust No. 1, u/a dated April 2, 1976, as amended,	 	 
	 	 	Managing Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Richard D. Holt	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Richard D. Holt, Attorney-in-Fact for Edward R.	 	 
	 	 	 	 	Broida, Trustee	 	 






					
	 	 	 	 	 
	 
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MISSION BAY COUNTRY CLUB APARTMENTS,

a California limited partnership



	 	 	 	 	 	 	 	 	 
	By:	 	Howard F. Ruby, Trustee of The Howard F. Ruby	 	 
	 	 	Trust, u/a dated September 5, 1978, as amended,	 	 
	 	 	General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Darby T. Keen	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Darby T. Keen, Attorney-in-Fact for Howard F.	 	 
	 	 	 	 	Ruby, Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	By:	 	Edward R. Broida, Trustee of The Edward R. Broida	 	 
	 	 	Trust No. 1, u/a dated April 2, 1976, as amended,	 	 
	 	 	General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Richard D. Holt	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Richard D. Holt, Attorney-in-Fact for Edward R.	 	 
	 	 	 	 	Broida, Trustee	 	 






					
	 	 	 	 	 
	 
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MOUNTAIN VIEW COUNTRY CLUB APARTMENTS,

a California general partnership



	 	 	 	 	 	 	 	 	 
	By:	 	Howard F. Ruby, Trustee of The Howard F. Ruby	 	 
	 	 	Trust, u/a dated September 5, 1978, as amended,	 	 
	 	 	Class B Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Darby T. Keen	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Darby T. Keen, Attorney-in-Fact for Howard F.	 	 
	 	 	 	 	Ruby, Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	By:	 	Edward R. Broida, Trustee of The	 	 
	 	 	Edward R. Broida Trust No. 1, u/a	 	 
	 	 	dated April 2, 1976, as amended, Class B Member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Richard D. Holt	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Richard D. Holt, Attorney-in-Fact for	 	 
	 	 	 	 	Edward R. Broida, Trustee	 	 






					
	 	 	 	 	 
	 
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NEWPORT BEACH COUNTRY CLUB APARTMENTS,

a California limited partnership



	 	 	 	 	 	 	 	 	 
	By:	 	Howard F. Ruby, Trustee of The Howard F. Ruby	 	 
	 	 	Trust, u/a dated September 5, 1978, as amended,	 	 
	 	 	General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Darby T. Keen	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Darby T. Keen, Attorney-in-Fact for Howard F.	 	 
	 	 	 	 	Ruby, Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	By:	 	Edward R. Broida, Trustee of The Edward R. Broida	 	 
	 	 	Trust No. 1, u/a dated April 2, 1976, as amended,	 	 
	 	 	General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Richard D. Holt	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Richard D. Holt, Attorney-in-Fact for Edward R.	 	 
	 	 	 	 	Broida, Trustee	 	 






					
	 	 	 	 	 
	 
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OAKWOOD GARDEN APARTMENTS — NEWPORT BEACH,

a California limited partnership



	 	 	 	 	 	 	 	 	 
	By:	 	Howard F. Ruby, Trustee of The Howard F. Ruby	 	 
	 	 	Trust, u/a dated September 5, 1978, as amended,	 	 
	 	 	General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Darby T. Keen	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Darby T. Keen, Attorney-in-Fact for Howard F.	 	 
	 	 	 	 	Ruby, Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	By:	 	Edward R. Broida, Trustee of The Edward R. Broida	 	 
	 	 	Trust No. 1, u/a dated April 2, 1976, as amended,	 	 
	 	 	General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Richard D. Holt	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Richard D. Holt, Attorney-in-Fact for Edward R.	 	 
	 	 	 	 	Broida, Trustee	 	 






					
	 	 	 	 	 
	 
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	OAKWOOD GARDEN APARTMENTS – SAN JOSE NORTH,

a California limited partnership	 	 
	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Howard F. Ruby, Trustee of The Howard F. Ruby
Trust, u/a dated September 5, 1978, as amended,
General Partner	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	By:
	 	/s/ Darby T. Keen	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Darby T. Keen, Attorney-in-Fact for Howard F.
Ruby, Trustee	 	 
	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Edward R. Broida, Trustee of The Edward R. Broida
Trust No. 1, u/a dated April 2, 1976, as amended,
General Partner	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	By:
	 	/s/ Richard D. Holt	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Richard D. Holt, Attorney-in-Fact for Edward R.
Broida, Trustee	 	 






					
	 
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	OAKWOOD GARDEN APARTMENTS – WOODLAND HILLS,

a California limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Howard F. Ruby, Trustee of The Howard F. Ruby
Trust, u/a dated September 5, 1978, as amended,
General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Darby T. Keen	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Darby T. Keen, Attorney-in-Fact for Howard F.
Ruby, Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Edward R. Broida, Trustee of The Edward R. Broida
Trust No. 1, u/a dated April 2, 1976, as amended,
General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Richard D. Holt	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Richard D. Holt, Attorney-in-Fact for Edward R.
Broida, Trustee	 	 






					
	 
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	SAN JOSE COUNTRY CLUB APARTMENTS,

a California limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Howard F. Ruby, Trustee of The Howard F. Ruby
Trust, u/a dated September 5, 1978, as amended,
General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Darby T. Keen	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Darby T. Keen, Attorney-in-Fact for Howard F.
Ruby, Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Edward R. Broida, Trustee of The Edward R. Broida
Trust No. 1, u/a dated April 2, 1976, as amended,
General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Richard D. Holt	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Richard D. Holt, Attorney-in-Fact for Edward R.
Broida, Trustee	 	 






					
	 
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	SEAL BEACH COUNTRY CLUB APARTMENTS,

a California general partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Howard F. Ruby, Trustee of The Howard F. Ruby
Trust, u/a dated September 5, 1978, as amended,
General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Darby T. Keen	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Darby T. Keen, Attorney-in-Fact for Howard F.
Ruby, Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Edward R. Broida, Trustee of The Edward R. Broida
Trust No. 1, u/a dated April 2, 1976, as amended,
General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Richard D. Holt	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Richard D. Holt, Attorney-in-Fact for Edward R.
Broida, Trustee	 	 






					
	 
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	SHERMAN OAKS COUNTRY CLUB APARTMENTS,

a California limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Howard F. Ruby, Trustee of The Howard F. Ruby
Trust, u/a dated September 5, 1978, as amended,
General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Darby T. Keen	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Darby T. Keen, Attorney-in-Fact for Howard F.
Ruby, Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Edward R. Broida, Trustee of The Edward R. Broida
Trust No. 1, u/a dated April 2, 1976, as amended,
General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Richard D. Holt	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Richard D. Holt, Attorney-in-Fact for Edward R.
Broida, Trustee	 	 






					
	 
	 	S-17
	 	First Amendment to Master Agreement






 









 





	 	 	 	 	 	 	 	 	 	 	 
	SOUTH BAY CLUB APARTMENTS – MID WILSHIRE,

a California limited partnership	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	SBCA-Mid Wilshire GP, LLC,

a Delaware limited liability company,

General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Howard F. Ruby, Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Darby T. Keen	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Darby T. Keen, Attorney-in-Fact for
Howard F. Ruby	 	 






					
	 
	 	S-18
	 	First Amendment to Master Agreement






 









 





	 	 	 	 	 	 	 	 	 	 	 
	SOUTH BAY CLUB APARTMENTS – MID WILSHIRE II, L.P.,

a California limited partnership	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	SBCA-Mid Wilshire GP, LLC,

a Delaware limited liability company,

General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Howard F. Ruby, Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Darby T. Keen	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Darby T. Keen, Attorney-in-Fact for
Howard F. Ruby	 	 






					
	 
	 	S-19
	 	First Amendment to Master Agreement






 









 





	 	 	 	 	 	 	 	 	 
	SOUTH BAY CLUB APARTMENTS – VAN NUYS,

a California general partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Howard F. Ruby, Trustee of The Howard F. Ruby
Trust, u/a dated September 5, 1978, as amended,
Class B Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Darby T. Keen	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Darby T. Keen, Attorney-in-Fact for Howard F.
Ruby, Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Edward R. Broida, Trustee of The
Edward R. Broida Trust No. 1, u/a
dated April 2, 1976, as amended, Class B Member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Richard D. Holt	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Richard D. Holt, Attorney-in-Fact for
Edward R. Broida, Trustee	 	 






					
	 
	 	S-20
	 	First Amendment to Master Agreement






 









 





	 	 	 	 	 	 	 	 	 
	SUNSET TERRACE APARTMENTS,

a California limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Howard F. Ruby, Trustee of The Howard F. Ruby
Trust, u/a dated September 5, 1978, as amended,
General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Darby T. Keen	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Darby T. Keen, Attorney-in-Fact for Howard F.
Ruby, Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Edward R. Broida, Trustee of The Edward R. Broida
Trust No. 1, u/a dated April 2, 1976, as amended,
General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Richard D. Holt	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Richard D. Holt, Attorney-in-Fact for Edward R.
Broida, Trustee	 	 






					
	 
	 	S-21
	 	First Amendment to Master Agreement






 









 





	 	 	 	 	 	 	 	 	 
	TOLUCA HILLS COUNTRY CLUB APARTMENTS,

a California limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Howard F. Ruby, Trustee of The Howard F. Ruby
Trust, u/a dated September 5, 1978, as amended,
General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Darby T. Keen	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Darby T. Keen, Attorney-in-Fact for Howard F.
Ruby, Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Edward R. Broida, Trustee of The Edward R. Broida
Trust No. 1, u/a dated April 2, 1976, as amended,
General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Richard D. Holt	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Richard D. Holt, Attorney-in-Fact for Edward R.
Broida, Trustee	 	 






					
	 
	 	S-22
	 	First Amendment to Master Agreement






 









 





	 	 	 	 	 	 	 	 	 
	VERDUGO PARKVIEW APARTMENTS,

a California limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Howard F. Ruby, Trustee of The Howard F. Ruby
Trust, u/a dated September 5, 1978, as amended,
General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Darby T. Keen	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Darby T. Keen, Attorney-in-Fact for Howard F.
Ruby, Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Edward R. Broida, Trustee of The Edward R. Broida
Trust No. 1, u/a dated April 2, 1976, as amended,
General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Richard D. Holt	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Richard D. Holt, Attorney-in-Fact for Edward R.
Broida, Trustee	 	 






					
	 
	 	S-23
	 	First Amendment to Master Agreement






 









 





	 	 	 	 	 	 	 	 	 
	WESTSIDE COUNTRY CLUB APARTMENTS,

a California limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Howard F. Ruby, Trustee of The Howard F. Ruby
Trust, u/a dated September 5, 1978, as amended,
General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Darby T. Keen	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Darby T. Keen, Attorney-in-Fact for Howard F.
Ruby, Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Edward R. Broida, Trustee of The Edward R. Broida
Trust No. 1, u/a dated April 2, 1976, as amended,
General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Richard D. Holt	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Richard D. Holt, Attorney-in-Fact for Edward R.
Broida, Trustee	 	 






					
	 
	 	S-24
	 	First Amendment to Master Agreement






 









 





	 	 	 	 	 	 	 	 	 
	WOODLAND HILLS COUNTRY CLUB APARTMENTS,

a California limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Howard F. Ruby, Trustee of The Howard F. Ruby
Trust, u/a dated September 5, 1978, as amended,
General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Darby T. Keen	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Darby T. Keen, Attorney-in-Fact for Howard F.
Ruby, Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Edward R. Broida, Trustee of The Edward R. Broida
Trust No. 1, u/a dated April 2, 1976, as amended,
General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Richard D. Holt	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Richard D. Holt, Attorney-in-Fact for Edward R.
Broida, Trustee	 	 






					
	 
	 	S-25
	 	First Amendment to Master Agreement