Exhibit 10.7**FIRST AMENDMENT TO OPTION AGREEMENT**     THIS FIRST AMENDMENT TO OPTION AGREEMENT (the “**Amendment**”) is entered into this 7thday of March, 2007 (the “**Effective Date**”), by and between APOLLO GROUP, INC., an Arizonacorporation (“**Option Grantor**”) and MACQUARIE RIVERPOINT AZ, LLC, a Delaware limitedliability company (the “**Option Holder**”).**RECITALS:**     A. Option Grantor and Option Holder are parties to that certain Option Agreement dated June20, 2006 (the “**Agreement**”), whereby Option Grantor agreed to grant to Option Holder anOption to acquire the Membership Interests in the Companies following completion of theImprovements in accordance with the terms and conditions set forth in the Agreement.     B. In addition to the Improvements to be made to Lots 1, 2 and 3 as described in the Plans andSpecifications under the Agreement (the “**Original Improvements**”), Riverpoint 1/3/5 intendsto improve the real property known as Lot 5 of Riverpoint, according to the plat recorded in Book566 of maps, page 04, records of Maricopa County, Arizona (“**Lot 5**”) with two six storyClass A office buildings and a multi-level parking structure (collectively, the “**Lot 5Improvements**”) in accordance with and as more particularly described in the plans andspecifications listed on **Exhibit “B”** attached hereto (as modified by any Change Orderspermitted under the Agreement, the “**Lot 5 Plans and Specifications**”) which are herebyagreed to be in addition to and not in substitution for the Plans and Specifications attached asExhibit B to the Agreement.     C. Riverpoint 1/3/5 is the owner of Lot 5 and the Lot 5 Improvements currently underconstruction on Lot 5.     D. Section 11 of the Agreement provides that prior to the Closing, Riverpoint 1/3/5will convey the Lot 5 Property to the Option Grantor or another entity designated by the OptionGrantor.     E. Option Grantor and Option Holder now desire to amend the Agreement to set forth the termson which the Lot 5 Property would remain in Riverpoint 1/3/5 and would be included in the sale toOption Holder.**AGREEMENT:**     NOW THEREFORE, for good and valuable consideration, the sufficiency of which is herebyacknowledged, the parties agree as follows:     1. Rectials. Each of the recitals set forth above are incorporated herein ascovenants and agreements of the parties hereto.     2. Definitions. All initial capitalized terms used herein shall have the meaningsascribed thereto in the Agreement, unless otherwise specifically defined herein. Unless the
 

 
Option Holder terminates this Amendment in accordance with Paragraph 4 below, thefollowing defined terms in the Agreement shall be amended as follows:          (a) “**Assets**” is hereby amended to include the Real Property and the Improvements, assuch terms are amended below, together with the following:               (i) Tracts A through L, Riverpoint, according to Book 566 of Maps, page 04, records ofMaricopa County, Arizona (the “**Median Tracts**”);               (ii) all of Riverpoint 1/3/5’s right, title and interest in any apparatus, equipment orappliances which are a part of the improvements on the Median Tracts;               (iii) the Riverpoint 1/3/5’s interest in any contracts or agreements, utility contracts orother rights relating to the ownership of the Median Tracts, the improvements on the Median Tracts;               (iv) the rights and obligations as “Declarant” under the Declaration of Covenants, Conditions,Easements and Restrictions for Riverpoint Business Park (the “**CC&Rs**”), including, but notlimited to, the rights and obligations held by Declarant as the Approving Agent and as theOperator, as such terms are defined therein;               (v) the rights and obligations of Riverpoint 1/3/5 under that certain Lease (No. 84051-001)dated January 1, 2004, by and between Riverpoint 1/3/5, as landlord, and the City of Phoenix, astenant (the “**Lift Station Lease**”); and               (vi) the rights and obligations of Riverpoint 1/3/5 under that certain City of Phoenix,Arizona Revocable Permit No. RP-04002-05-I, issued by the City of Phoenix Street TransportationDepartment to Riverpoint 1/3/5, as permittee, recorded on March 12, 2004 as Document No.2004-0255408 in the Official Records of Maricopa County Recorder and that certain City of PhoenixStreet Improvements Maintenance Agreement MH-04002, by and between the City of Phoenix, an Arizonamunicipal corporation, and Riverpoint Lots 1/3/5, LLC, an Arizona limited liability company, datedMarch 5, 2004, and recorded on March 12, 2004 as Document No. 2004-0255409 in the Official Recordsof Maricopa County Recorder (collectively the “**City Permits**”), to the extent assignable.          (b) “**Improvements**” is hereby amended to add the Lot 5 Improvements to the Improvementsoriginally described in the Agreement. For purposes of this Amendment, the “Improvements” (as thatterm was originally defined in the Agreement without regard to this Amendment) are be referred toin this Amendment as the “**Original Improvements**”.          (c) “**Option Payment**” is hereby amended to add the Lot 5 Option Payment, as such termis defined in Paragraph 5 below, to the Option Payment originally specified in theAgreement.          (d) “**Plans and Specifications**” is hereby amended to add the Lot 5 Plans andSpecifications to the Plans and Specifications originally described in the Agreement. For purposesof this Amendment, the Plans and Specifications for the Original Improvements may sometimes bereferred to in this Amendment as the “**Original Plans and Specifications**”.
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          (e) “**Real Property**” is hereby amended to add Lot 5 to the Real Property originallydescribed in the Agreement.          (f) “**UOP Lease**” is hereby amended to mean all of the three (3) following leasescollectively: (i) the lease for the Original Improvements attached to the Agreement as ExhibitC (the “**Lot 1/2/3 Lease**”), (ii) the lease for East six-story office building at 4035 S,Riverpoint Parkway attached hereto as **Exhibit “C-2”** (the “**Lot 5 Building 1 Lease**”),and (iii) the lease for the West six-story office building at 4045 S. Riverpoint Parkway attachedhereto as **Exhibit “C-3”** (the “**Lot 5 Building 2 Lease**”).     3. Site Plan. Unless the Option Holder terminates this Amendment in accordance withParagraph 4 below, Exhibit A attached to the Agreement (site plan of the RealProperty) is hereby deleted and replaced with **Exhibit “A”** attached to this Amendment.     4. Due Diligence. Option Grantor has provided to Option Holder the due diligenceMaterials listed on **Exhibit “I”** attached hereto (collectively, the “**Lot 5 Due DiligenceItems**”). On or before 5:00 p.m. (Central Time) on the date that is the thirtieth(30th) day following the Effective Date (the “**Lot 5 Approval Date**”), if OptionHolder disapproves of any of the Lot 5 Due Diligence Items in accordance with the terms of thisParagraph 4, for any reason or for no reason, this Amendment shall terminate and be of nofurther force or effect without any liability on the part of either party with respect to thisAmendment, the Lot 5 Option Payment (as such term is defined in Paragraph 5 below) shall beimmediately returned to Option Holder, and the terms and conditions of the Agreement shall remainin full force and effect, unmodified and unchanged in any way by this Amendment. If by 5:00 p.m.(Central Time) on the Lot 5 Approval Date Option Holder does not deliver an approval notice toOption Grantor (the “**Lot 5 Approval Notice**”), there shall be a conclusive presumption thatOption Holder has disapproved the Lot 5 Due Diligence Items, this Amendment shall terminate and beof no further force or effect without any liability on the part of either party with respect tothis Amendment, the Lot 5 Option Payment shall be immediately returned to Option Holder, and theterms and conditions of the Agreement shall remain and continue in full force and effect,unmodified and unchanged in any way by this Amendment. In the event of such termination, OptionHolder shall promptly return to Option Grantor all Lot 5 Due Diligence Items and any copies ofsame. If by 5:00 p.m. (Central Time) on the Lot 5 Approval Date, Option Holder delivers a Lot 5Approval Notice, then Option Holder will be deemed to have approved the Lot 5 Due Diligence Items,Option Holder shall have no further right to terminate this Amendment pursuant to thisParagraph 4, this Amendment shall remain in full force and effect, and the Option Payment(as such defined term is amended by this Amendment) shall be non-refundable except as otherwiseexpressly provided in this Amendment or the Agreement.     5. Option Payment. Within five (5) business days of the Effective Date, Option Holdershall deposit with the Title Company the additional sum of Five Million and No/100 Dollars($5,000,000.00) (the “**Lot 5 Option Payment**”). If Option Holder fails to timely deliver theLot 5 Approval Notice in accordance with Paragraph 4 above, the Lot 5 Option Payment shallbe immediately returned to Option Holder, and the Option Holder shall promptly return to OptionGrantor all Lot 5 Due Diligence Items. Unless the Option Holder terminates this Amendment inaccordance with Paragraph 4 above, the Lot 5 Option Payment shall be added to,
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and treated in the same manner as, the original Option Payment deposited pursuant to theAgreement.     6. Construction of Improvements. Unless the Option Holder terminates this Amendmentin accordance with Paragraph 4 above, all of the terms and conditions of Section 2of the Agreement shall apply *mutatis mutandis*to Option Grantor’s obligation to construct the Lot 5Improvements; provided, however, that:          (a) Section 2(a)(iv) shall be amended to delete the phrase “10 floors” at the end ofsuch provision and shall be replaced with the phrase “the Improvement’s floors”;          (b) Section 2(a)(ix) shall be deleted in its entirety and replaced with the following:Modify the site plan or floor plan for the office tower under constructionon Lot 3 in such a manner to decrease the rentable area below 265,000rentable square feet or increase the rentable area above 290,000 square feet(as measured in accordance with the BOMA Standard defined below); or modifythe site plan or floor plan for the office buildings under construction onLot 5 in such a manner to decrease the total rentable area for eitherbuilding below 325,000 rentable square feet or increase the total rentablearea for either buildings above 338,000 square feet; or modify the number ofsurface and structured parking spaces so that the parking ratio is less than7.5 per 1,000 square feet of rentable area of the original office towerportion of the Original Improvements; or modify the number of structuredparking spaces so that the parking ratio is less than 6.50 per 1,000 squarefeet of rentable area of the two six story office building portion of theLot 5 Improvements;          (c) Clause (z) of the last paragraph of Section 2(a) of the Agreement shall be deletedin its entirety and replaced with the following:(z) make any change reflected in a Material Change Order that is disapprovedpursuant to this Section, in which event:     (1) if the change reflected in a Material Change Order that isdisapproved pursuant to this Section involves the Original Improvements,Option Holder’s sole remedy shall be to terminate this Agreement withrespect to both the Original Improvements and the Lot 5 Improvements, andreceive an immediate full refund of the Option Payment less $125,000, whichshall be paid to Option Grantor as consideration for taking the MembershipInterests off the market; or     (2) if the change reflected in a Material Change Order that isdisapproved pursuant to this Section involves the Lot 5 Improvements, OptionHolder’s sole remedy shall be to either terminate this Agreement (A) onlywith respect to the Lot 5 Improvements and receive an immediate full refundof the Option Payment less $75,000 or (B) with respect to both
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the Original Improvements and the Lot 5 Improvements and receive animmediate full refund of the Option Payment less $125,000, and the $75,000or $125,000, as applicable, shall be paid to Option Grantor as considerationfor taking the Membership Interests off the market.     7. Option to Purchase.          (a) Unless the Option Holder terminates this Amendment in accordance with Paragraph 4above, Section 3(b) of the Agreement is deleted in its entirety and replaced with thefollowing subsections 3(b)(i), 3(b)(ii) and 3(b)(iii):     (i) Option Grantor shall notify Option Holder the date that itanticipates that Completion of the Original Improvements (as defined in thefollowing sentence) will occur (the “**Estimated Original CompletionNotice**”). Option Grantor shall provide written notice to Option Holder(and evidence of the completion of each thereof) (the “**OriginalCompletion Notice**”), within five (5) business days after the last tooccur of (i) final completion of the Original Improvements substantially inaccordance with the Original Plans and Specifications; (ii) receipt of anotice of substantial completion from Option Grantor’s architect for theOriginal Improvements; and (iii) issuance of an unconditional finalcertificate of occupancy from the City of Phoenix for the OriginalImprovements (“**Completion of the Original Improvements**”).     (ii) Option Grantor shall notify Option Holder the date that itanticipates that Completion of the Lot 5 Improvements (as defined in thefollowing sentence) will occur (the “**Estimated Lot 5 CompletionNotice**”). Option Grantor shall provide written notice to Option Holder(and evidence of the completion of each thereof) (the “**Lot 5 CompletionNotice**”), within five (5) business days after the last to occur of (i)final completion of the Lot 5 Improvements substantially in accordance withthe Lot 5 Plans and Specifications; (ii) receipt of a notice of substantialcompletion from Option Grantor’s architect for the Lot 5 Improvements; and(iii) issuance of an unconditional final certificate of occupancy from theCity of Phoenix for the Lot 5 Improvements (“**Completion of the Lot 5Improvements**”).     (iii) Option Holder may exercise the Option by giving written notice(the “**Option Exercise Notice**”) of the exercise thereof to OptionGrantor on or before the later of (i) five (5) business days followingdelivery by Option Grantor to Option Holder of the later of the OriginalCompletion Notice or the Lot 5 Completion Notice or (ii) sixty (60) daysafter the delivery by Option Grantor to Option Holder of the later of theEstimated Original Completion Notice or the Estimated Lot 5 CompletionNotice (the “**Option Exercise Date**”).
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          (b) Unless the Option Holder terminates this Amendment in accordance with Paragraph 4above, Section 3(c) of the Agreement is hereby amended by deleting the reference in thefirst sentence to “September 30, 2007” and replacing it with “March 31, 2008”, and by extending theOutside Expiration Date to August 31, 2008, and by adding the following to the end of Section3(c):Notwithstanding anything contained herein to the contrary, if all of theImprovements other than the Lot 5 Improvements are complete by the OutsideExpiration Date, Option Holder may elect, by written notice to OptionGrantor on or before the Outside Expiration Date to proceed with thetransaction and purchase the Original Improvements on the terms andconditions set forth in the Agreement unmodified and unchanged in any way bythis Amendment except with respect to the Outside Expiration Date asmodified herein and Option Holder shall receive an immediate full refund ofthe Lot 5 Option Payment. However, if Completion of the Lot 5 Improvementshas not occurred by the Option Exercise Date due to a Force Majeure Delay,Option Grantor will have the right to extend the Option Exercise Date untilCompletion of the Lot 5 Improvements, but in no event later than the OutsideExpiration Date.     8. Purchase and Sale Agreement. Unless the Option Holder terminates this Amendment inaccordance with Paragraph 4 above, Exhibit “D” of the Agreement is hereby replacedwith **Exhibit “D”** attached to this Amendment.     9. Purchase Price. Unless the Option Holder terminates this Amendment in accordancewith Paragraph 4 above, Section 5 of the Agreement shall be deleted in its entiretyand replaced with the following:5. Purchase Price. Subject to the adjustment below, the purchaseprice at which Option Grantor, as seller, shall sell and the Option Holder,as purchaser, shall purchase the Membership Interests, pursuant to thecontract created by the exercise of the Option (the “**PurchasePrice**”) shall be One Hundred Sixty Million Fifty Thousand and No/100Dollars ($160,050,000.00). The Option Payment also shall be paid to OptionGrantor at Closing (in addition to the Purchase Price), and the OptionHolder shall receive a credit against the Purchase Price in an amount equalto the interest earned on the Option Payment from the date of deposit withthe Title Company through the date of the Closing. The Purchase Price wasdetermined based on the following: (a) the lease revenue to be derived forthe Original Improvements assuming the office building constructed as partof the Improvements to Lot 3 will contain a net rentable area of 267,949square feet, and (b) the office buildings constructed as part of theImprovements to Lot 5 will contain a total net rentable area of 331,702square feet. Within thirty (30) days following the later of the EstimatedOriginal Completion Notice or the Estimated Lot 5 Completion Notice, OptionGrantor shall provide Option Holder with a certification of the rentablearea of each of the Lot 3 office tower and a
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certification of the rentable area of the Lot 5 office buildings measured byCarpenter Sellers Associates in accordance with “American National StandardASNI/BOMA Z65.1-1996: Standard Method for Measuring Floor Area in OfficeBuildings” issued by the Building Owners and Managers AssociationInternational (the “**BOMA Standard**”). The rent under the UOP Leaseshall be determined based on the net rentable area of the Lot 3 office towerand the Lot 5 office buildings calculated in accordance with the BOMAStandard, and therefore, the Purchase Price shall be adjusted at closing toequal (i) the rentable area of the Lot 3 office tower as set forth in suchcertification multiplied by $264.23 US dollars plus (ii) the rentable areaof the Lot 5 office buildings as set forth in such certification multipliedby $269.07 US dollars.     10. Representations and Warranties. Unless the Option Holder terminates thisAmendment in accordance with Paragraph 4 above, Section 8(a)(xix) of the Agreementshall be amended by deleting the phrase “Other than Lot 5 (defined in Section 11 below),”in the first sentence of such provision.     11. Memorandum of Option. Concurrently with the execution of this Amendment, OptionGrantor, Option Holder and the Companies shall execute a recordable First Amendment to Memorandumof Option in the form attached hereto as **Exhibit “H”** (the “**Memorandum Amendment**”).Option Holder is hereby authorized to record such Memorandum Amendment in the public records of theCounty and State where the Assets are located. At the time of any bona fide termination of OptionHolder’s rights under this Agreement as to the Original Improvements or the Lot 5 Improvements orboth, Option Holder shall execute and record a document evidencing such termination.Contemporaneously with the execution of this Agreement, Option Holder shall execute and deliver toTitle Company, a Notice of Termination of Option and Quit-Claim Deed in the forms attached heretoas **Exhibit “J-1”****and“****J-2”** (each a “**Termination**”) which **Exhibit“J-1”** and **“****J-2”** hereby replace in its entirety Exhibit G of the Agreement, releasingany and all interests of Option Holder with respect to the Original Improvements (**Exhibit“J-1”**) or both the Original Improvements and theLot 5 Improvements (**Exhibit “J-2”**)under the Memorandum, as amended. If the Option expires or lapses or is terminated as to eitherthe Original Improvements, the Lot 5 Improvements or both, Option Grantor may instruct TitleCompany in writing (with a copy to Option Holder) that the applicable Termination is to be recordedand unless Option Holder notifies Title Company within ten (10) days following receipt of suchinstruction that it disputes that the Option has expired, lapsed or terminated, then Title Companyshall (a) insert the recording information for the Memorandum, as amended, in the applicableTermination, and then (b) record the applicable Termination in the official records of MaricopaCounty, Arizona, and Option Holder expressly and irrevocably releases Title Company from liabilityfor doing so to the extent done in good faith. In addition, at the time of the termination of anyor all of Option Holder’s rights under this Agreement, at Option Grantor’s reasonable request,Option Holder shall also execute and record any other documents evidencing such termination.     12. Lot 5. Unless the Option Holder terminates this Amendment in accordance withParagraph 4 above, Section 11 of the Agreement shall be deleted in its entirety.
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     13. Miscellaneous. The parties hereto acknowledge that except as expressly modifiedhereby, the Agreement remains unmodified and in full force and effect. In the event of anyconflict or inconsistency between the terms of this Amendment and the Agreement, the terms of thisAmendment shall control. This Amendment may be executed simultaneously or in counterparts, each ofwhich shall be deemed an original, but all of which together shall constitute one and the sameagreement.     14. Counterparts. This Amendment may be executed in counterparts, each of which shallconstitute an original, but all of which when taken together shall constitute a single contract.Delivery of an executed counterpart of a signature page of this Amendment by telecopy to the otherparty shall be effective as delivery of a manually executed counterpart of this Amendment.[Remainder of page intentionally left blank; signature page follows.]
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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first abovewritten.      **OPTION GRANTOR:**