Contract
Section
2: EX-10.1 (EXHIBIT 10.1)
FIRST
AMENDMENT TO FOURTH AMENDED AND RESTATED
THIS
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated
as of September 28, 2007 (this "Agreement"), is entered into among ESSEX
PORTFOLIO, L.P., a California limited partnership (the "Borrower"), the
Lenders party to the Credit Agreement (as defined below) and BANK OF AMERICA,
N.A., as Administrative Agent (in such capacity, the "Administrative
Agent"). Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed thereto in the Credit Agreement.
RECITALS
A. The
Borrower, the Lenders and the Administrative Agent entered into that certain
Fourth Amended and Restated Revolving Credit Agreement dated as of March 24,
2006 (as amended and modified from time to time, the "Credit
Agreement").
B. The
parties hereto have agreed to amend the Credit Agreement as provided
herein.
C. In
consideration of the agreements hereinafter set forth, and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows.
AGREEMENT
1. Amendments.
(a) Amended
Definitions. The following definitions in Section 1.1 of the
Credit Agreement are hereby amended and restated in their entirety to read
as
follows:
"Availability"
means, at any time, an amount equal to the lesser of (a) either (i) 60% of
the Unencumbered Asset Pool Value at such time or (ii) during any four calendar
quarters during the term of this Agreement, upon written notice by the Borrower
to the Administrative Agent, 65% of the Unencumbered Asset Pool Value at such
time or (b) the Maximum Commitment Amount at such time.
"Capitalization
Rate" means 6.50%.
"Capital
Reserve" means $62.50 per unit per quarter for all real properties
owned by Guarantor and its consolidated subsidiaries, excluding, however, units
owned by Acquisition down-REITs.
(b) Deleted
Definition. The definition of "Tangible Net Worth" in Section 1.1
of the Credit Agreement is deleted from such Section.
(c) Unencumbered
Asset Pool Value. Each instance of “20%” is replaced with “25%”
in the Credit Agreement in (i) Section 4.1(a)(ii)(5), (ii) the paragraph
immediately
1
following
Section 4.1(a)(ii)(5), (iii) Section 4.1(b)(D), (iv) Section 4.1(c), (v) Section
6.5.2(4)(z) and (vi) the last paragraph of Section 8.1.
(d) Conditions
to Borrowing. Sections 5.2(c) and 5.2(f) of the Credit Agreement
are amended and restated in their entirety to read as follows:
(c) [reserved]
(f) [reserved]
(e) Financial
and other Information; Certification.
(i) Section
6.3(b) of the Credit Agreement is amended in its entirety to read as
follows:
(b) Within
45 days after the end of each of the first three fiscal quarters, quarterly
unaudited financial statements of Borrower and Guarantor, including cash flow
statements, certified by a Responsible Officer of Borrower, and (to the extent
appropriate), be prepared on a consolidated basis according to
GAAP.
(ii)
Section 6.3(h) of the Credit Agreement is amended in its entirety to read as
follows:
(h)
[reserved]
(iii) Section
6.3(i) of the Credit Agreement is amended in its entirety to read as
follows:
(i) Within
60 days of the end of each of the first three fiscal quarters and in addition
within 90 days of the end of each fiscal year, a Compliance Certificate of
Borrower in the form of Exhibit E signed and certified by an authorized
financial officer of Borrower (i) setting forth the information and
computations (in sufficient detail) to determine the Gross Asset Value, the
Total Liabilities, the Unsecured Debt, the Unencumbered Stabilized Asset
Property Value, the Unencumbered Development Property Value, the aggregate
Unencumbered Asset Pool Value, the aggregate Unencumbered Property Value, the
EBITDA, the Fixed Charges, the Secured Recourse Debt and to establish that
Borrower is in compliance with all financial covenants set forth in this
Agreement at the end of the period covered by the financial statements then
being furnished, (ii) stating specifically that the Outstanding Amount of
Loans (including all Swing Loans and Bid Loans) plus the Outstanding Amount
of
L/C Obligations is less than or equal to the Availability, and
(iii) setting forth whether there existed as of the date of the most recent
financial statements of Guarantor and its consolidated subsidiaries and whether
there exists as of the date of the certificate, any Default or Event of Default
under this Agreement and, if any such Default or Event of Default exists,
specifying the nature thereof and the action Borrower is taking and proposes
to
take with respect thereto.
(f) Permitted
Investments: Section 6.6 of the Credit Agreement is amended and
restated in its entirety to read as follows:
2
6.6 Type
of Business; Development Covenants. Borrower shall own, manage,
finance, lease and/or operate as an owner, developer and/or asset manager
multifamily residential properties, and all of Borrower's other business
activities and investments shall be incidental thereto, with the exception
of
the investments described in clause (f) below. Guarantor and its
consolidated subsidiaries shall not own at any time, on a consolidated
basis, (a) entitled and unentitled land,
(b) single development property, (c) development properties, (d) Joint Venture
Investments, (e) Capital Interests in Acquisition down-REITs, and (f) real
estate assets (other than multifamily residential properties), or investments
in, or loans to, companies that own and/or develop real estate (other than
multifamily residential properties) the value of which exceeds, in the aggregate
for all assets in clauses (a) – (f) above, 35% of Gross Asset
Value.
For
the purpose of calculating the value for assets in clauses (a), (b) and (c)
above, projects that have not yet attained a stabilized occupancy (which, for
this purpose only, shall be 90% occupancy) shall be valued at 100% of the
projected total cost of the project (multiplied, if such project is owned by
a
Joint Venture, by Borrower's Capital Interest in such Joint
Venture). Projects that attain 90% occupancy shall no longer be
subject to the limits contained in this Section
6.6.
(g) Financial
Covenants: Sections 6.9, 6.10, 6.11 and 6.12 of the Credit
Agreement are amended and restated in their entirety to read as
follows:
6.9 Maximum
Total Liabilities to Gross Asset Value. Total Liabilities at the
end of each calendar quarter shall not exceed 60% of Gross Asset Value at such
time; provided, however, that if at the end of any calendar
quarter, for up to four calendar quarters during the term of this Agreement,
Total Liabilities exceed 60% of Gross Asset Value but are less than 65% of
Gross
Asset Value then Total Liabilities at the end of each such calendar quarter
may
exceed 60%, but shall not exceed 65%, of Gross Asset Value at such
time.
6.10 Debt
Ratios. (a) The amount of Unsecured Debt at the end of each
calendar quarter shall not exceed 60% of the Unencumbered Property Value at
such
time; provided, however, that if at the end of any calendar
quarter, for up to four calendar quarters during the term of this Agreement,
the
amount of Unsecured Debt exceeds 60% of Unencumbered Property Value but is
less
than 65% of Unencumbered Property Value then the amount of Unsecured Debt at
the
end of each such calendar quarter, may exceed 60%, but shall not exceed 65%,
of
Unencumbered Property Value at such time; (b) the Outstanding Amount of all
Loans (including all Swing Loans and Bid Loans) plus the Outstanding Amount
of
all L/C Obligations shall not exceed the Availability at such time; and
(c) the amount of Secured Recourse Debt at the end of each calendar quarter
shall not exceed 10% of the Gross Asset Value at such time.
6.11 Fixed
Charge Coverage Ratio. The ratio of EBITDA for each calendar
quarter divided by the amount of Fixed Charges for such calendar quarter shall
not be less than 1.50:1.0.
6.12 [reserved].
(h) Use
of Proceeds: Section 6.20 of the Credit Agreement is amended by
deleting the words ", but not for the repurchase of the common stock of
Guarantor" from the end of such Section.
3
(i) Schedules: Schedule
1.4 to the Credit Agreement is amended and restated in its entirety as attached
hereto.
(j) Exhibits: Exhibits
X-0, X-0 and E to the Credit Agreement are amended and restated in their
entirety as attached hereto.
2. Effectiveness;
Conditions Precedent. This Agreement shall be effective as of the
date hereof when all of the conditions set forth in this Section 2 shall have
been satisfied in form and substance satisfactory to the Administrative
Agent.
(a) Execution
and Delivery. The Administrative Agent shall have received copies
of this Agreement duly executed by a Responsible Officer of the Borrower, the
Required Lenders and the Administrative Agent together with the consents of
the
Guarantor and the Permitted Affiliates attached hereto.
(b) Amendment
Fee. The Administrative Agent shall have received, for the
account of each Lender executing this Agreement, a fee of $5,000.
(c) Fees
and Expenses. Payment by the Borrower of all fees and expenses
owed by the Borrower to the Administrative Agent.
3. Ratification
of Credit Agreement. The Borrower acknowledges and consents to
the terms set forth herein and agrees that this Agreement does not impair,
reduce or limit any of their obligations under the Loan Documents.
4. Authority/Enforceability. The
Borrower represents and warrants as follows:
(a) It
has taken all necessary action to authorize the execution, delivery and
performance of this Agreement.
(b) This
Agreement has been duly executed and delivered by such Person and constitutes
such Person's legal, valid and binding obligations, enforceable in accordance
with its terms, except as the same may be limited by insolvency, bankruptcy,
reorganization, or other laws relating to or affecting the enforcement of
creditors' rights or by general equitable principals.
(c) No
consent, approval, authorization or order of, or filing, registration or
qualification with, any court or governmental authority or third party is
required in connection with the execution, delivery or performance by such
Person of this Agreement.
(d) The
execution and delivery of this Agreement does not (i) violate, contravene or
conflict with any provision of its, or its subsidiaries' organization documents
or (ii) materially violate, contravene or conflict with any Laws applicable
to
it or any of its subsidiaries.
5. Representations
and Warranties of the Borrower. The Borrower represents and
warrants to the Lenders that after giving effect to this Agreement (a) the
representations and warranties of the Borrower set forth in Article 7 of the
Credit Agreement are true and correct in all material respects as of the date
hereof, and (b) no event has occurred and is continuing
which constitutes a Default or an Event of Default.
4
6. Release. In consideration
of the Lenders entering into this Agreement, the Borrower hereby releases the
Administrative Agent, the Lenders and the Administrative Agent's and the
Lenders' respective officers, employees, representatives, agents, counsel and
directors from any and all actions, causes of action, claims, demands, damages
and liabilities of whatever kind or nature, in law or in equity, now known
or
unknown, suspected or unsuspected to the extent that any of the foregoing arises
from any action or failure to act solely in connection with the Loan Documents
on or prior to the date hereof.
7. Counterparts/Telecopy. This
Agreement may be executed in any number of counterparts, each of which when
so
executed and delivered shall be an original, but all of which shall constitute
one and the same instrument. Delivery of executed counterparts of
this Agreement by telecopy or pdf shall be effective as an
original.
8. GOVERNING
LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH
THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO ANY CHOICE OF
LAW
RULE THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER
THAN
THE INTERNAL LAWS OF THE STATE OF CALIFORNIA TO THE RIGHTS AND DUTIES OF THE
PARTIES.
[remainder
of page intentionally left blank]
5
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
BORROWER: ESSEX
PORTFOLIO, L.P.,
a
California limited partnership
By: ESSEX
PROPERTY TRUST, INC.,
a
Maryland corporation
By:
/s/
JORDAN X.
XXXXXX
Name:
Jordan X. Xxxxxx
Title:
Senior Vice
President
ADMINISTRATIVE
AGENT: BANK
OF AMERICA, N.A., as
Administrative Agent
By:
/s/ XXXXXXXX X. CARRY
Name:
Xxxxxxxx X. Carry
Title:
Vice President
LENDERS: BANK
OF AMERICA, N.A., as Issuer, Swingline Lender and Lender
By:
/s/ XXXXX XXXX
Name:
Xxxxx Xxxx
Title:
Assistant Vice President
PNC
BANK,
NATIONAL ASSOCIATION,
By:
/s/ XXXXX X. XXXXXXX
Name:
Xxxxx X. Xxxxxxx
Title:
Vice President
UNION
BANK OF CALIFORNIA, N.A.
By:
/s/ XXXXXXX X. XxXXXX
Name:
Xxxxxxx X. XxXxxx
Title:
Vice President
COMERICA
BANK
By:
/s/ XXXXX X. XXXXXXXXX
Name:
Xxxxx X. Xxxxxxxxx
Title:
Vice President
KEYBANK
NATIONAL ASSOCIATION
By:
/s/ XXXXX XXXXXX
Name:
Xxxxx Xxxxxx
Title:
Vice President
JPMORGAN
CHASE BANK, N.A.
By:
/s/ XXXXXXX XXXX
Name:
Xxxxxxx Xxxx
Title:
Vice President
CHEVY
CHASE BANK, F.S.B.
By:
/s/ XXXXX XXXXXX
Name:
Xxxxx Xxxxxx
Title:
Assistant Vice President
CONSENT
OF GUARANTOR
Reference
is made to that certain Fourth Amended and Restated Revolving Credit Agreement
dated as of March 24, 2006 (as amended by that certain First Amendment to Fourth
Amended and Restated Revolving Credit Agreement dated as of the date hereof
(the
"First Amendment") and as otherwise amended and modified from time to
time, the "Credit Agreement").
Essex
Property Trust, Inc., a Maryland corporation, (a) acknowledges and consents
to
the foregoing First Amendment, (b) makes the representations set forth in
Article 7 of the Credit Agreement that apply to Guarantor, (c) reaffirms
its obligations to be bound by the covenants of Articles 6 and
10 of the Credit Agreement that apply to Guarantor, (d) reaffirms
its
obligations under the Third Amended and Restated Payment Guaranty dated as
of
March 24, 2006 and (e) agrees that the First Amendment does not impair, reduce
or limit any of its obligations under the Loan Documents.
Dated
as
of September 28, 2007
ESSEX
PROPERTY TRUST, INC.,
a
Maryland corporation,
as
Guarantor
By:
/S/ JORDAN X. XXXXXX
Name:
Jordan X. Xxxxxx
Title:
Senior Vice
President
000
Xxxx
Xxxxxx Xxxxx
Xxxx
Xxxx, XX 00000
Attn.:
Xxxx X. Xxxx and Jordan X. Xxxxxx
CONSENT
OF PERMITTED AFFILIATES
Reference
is made to that certain Fourth Amended and Restated Revolving Credit Agreement
dated as of March 24, 2006 (as amended by that certain First Amendment to Fourth
Amended and Restated Revolving Credit Agreement dated as of the date hereof
(the
"First Amendment") and as otherwise amended and modified from time to
time, the "Credit Agreement").
Each
of
the undersigned, as "Permitted Affiliates" under the Credit Agreement, (a)
acknowledges and consents to the foregoing First Amendment, (b) makes the
representations set forth in Article 7 of the Credit Agreement that apply
to such Permitted Affiliate, (c) reaffirms its obligations to be bound by the
covenants of Articles 6 and 10 of the Credit Agreement that
apply to such Permitted Affiliate, (d) reaffirms its obligations under the
Second Amended and Restated Payment Guaranty dated as of March 24, 2006 and
(e)
agrees that the First Amendment does not impair, reduce or limit any of its
obligations under the Loan Documents.
Dated
as
of September 28, 2007
JMS
ACQUISITION LLC,
a
Delaware limited liability company
By: Essex
Portfolio, L.P.,
a
California limited
partnership,
its
sole member
By: Essex
Property Trust, Inc.,
a
Maryland corporation,
its
general partner
By:
/s/ JORDAN X. XXXXXX
Name:
Jordan X. Xxxxxx
Title:
Senior Vice
President
JAYSAC,
LTD.,
Texas
limited partnership
By: Jaysac
GP Corp.,
a
Delaware corporation,
its
general partner
By:
/s/ JORDAN X. XXXXXX
Name:
Jordan X. Xxxxxx
Title:
Senior Vice
President
JAYSAC
GP
CORP.,
a
Delaware corporation
By:
/s/ JORDAN X. XXXXXX
Name:
Jordan X. Xxxxxx
Title:
Senior Vice
President
ESSEX
BRIDLE TRAILS, L.P.,
a
California limited partnership
By: Essex
Management Corporation,
a
California corporation,
its
general partner
By:
/s/ JORDAN X. XXXXXX
Name:
Jordan X. Xxxxxx
Title:
Senior Vice
President
ESSEX
BUNKER HILL, L.P.,
a
California limited partnership
By: Essex
Bunker Hill Corporation,
a
California corporation,
its
general partner
By:
/s/ JORDAN X. XXXXXX
Name:
Jordan X. Xxxxxx
Title:
Senior Vice
President
ESSEX
COLUMBUS LLC,
a
Delaware limited liability company
By: Essex
Columbus, Inc.,
a
California corporation,
its
managing member
By:
/s/ JORDAN X. XXXXXX
Name:
Jordan X. Xxxxxx
Title:
Senior Vice
President
XXXXX
XXXXXXXX LLC,
a
Delaware limited liability company
By: Xxxxx
Xxxxxxxx, Inc.,
a
California corporation,
its
managing member
By:
/s/ JORDAN X. XXXXXX
Name:
Jordan X. Xxxxxx
Title:
Senior Vice
President
ESSEX
MAPLE LEAF, L.P.,
a
California limited partnership
By: Essex
Management Corporation,
a
California corporation,
its
general partner
By:
/s/ JORDAN X. XXXXXX
Name:
Jordan X. Xxxxxx
Title:
Senior Vice
President
ESSEX
MARINA CITY CLUB, L.P.,
a
California limited partnership
By: Essex
MCC, LLC,
a
Delaware limited liability
company,
its
general partner
By: Essex
Portfolio, L.P.,
a
California limited
partnership,
its
sole member
By: Essex
Property Trust, Inc.,
a
Maryland corporation,
its
general partner
By:
/s/ JORDAN X. XXXXXX
Name:
Jordan X.
Xxxxxx
Title:
Senior Vice
President
ESSEX
MEADOWOOD, L.P.,
a
California limited partnership
By: Essex
Meadowood Corporation,
a
California corporation,
its
general partner
By:
/s/ JORDAN X. XXXXXX
Name:
Jordan X. Xxxxxx
Title:
Senior Vice
President
ESSEX
PARK BOULEVARD, LLC,
a
Delaware limited liability company
By: Essex
Portfolio, L.P.,
a
California limited
partnership,
its
sole member
By: Essex
Property Trust, Inc.,
a
Maryland corporation,
its
general partner
By:
/s/ JORDAN X. XXXXXX
Name:
Jordan X. Xxxxxx
Title:
Senior Vice
President
ESSEX
SPRING LAKE, L.P.,
a
California limited partnership
By: Essex
Management Corporation,
a
California corporation,
its
general partner
By:
/s/ JORDAN X. XXXXXX
Name:
Jordan X. Xxxxxx
Title:
Senior Vice
President
XXXXX
XXXXX DEVELOPMENT, INC.,
a
California corporation
By:
/S/ JORDAN X. XXXXXX
Name:
Jordan X. Xxxxxx
Title:
Senior Vice
President
XXXXXXX
SCHOOL VILLAGE LIMITED PARTNERSHIP,
a
California limited partnership
By: Essex
Portfolio, L.P.,
a
California limited
partnership,
its
general partner
By: Essex
Property Trust, Inc.,
a
Maryland corporation,
its
general partner
By:
/s/ JORDAN X. XXXXXX
Name:
Jordan X. Xxxxxx
Title:
Senior Vice
President
NEWPORT
BEACH NORTH LLC,
a
Delaware limited liability company
By: Newport
Beach North, Inc.,
a
Delaware corporation,
its
managing member
By:
/s/ JORDAN X. XXXXXX
Name:
Jordan X. Xxxxxx
Title:
Senior Vice
President
PARK
HILL
LLC,
a
Washington limited liability company
By: Essex
Portfolio, L.P.,
a
California limited
partnership,
its
sole member
By: Essex
Property Trust, Inc.,
a
Maryland corporation,
its
general partner
By:
/s/ JORDAN X. XXXXXX
Name:
Jordan X. Xxxxxx
Title:
Senior Vice
President
ESSEX
CANYON OAKS APARTMENTS, L.P.,
a
California limited partnership
By: Essex
Canyon Oaks, LLC,
a
Delaware limited liability
company,
its
general partner
By: Essex
Portfolio, L.P.,
a
California limited
partnership,
its
sole member
By: Essex
Property Trust, Inc.,
a
Maryland corporation,
its
general partner
By:
/s/ JORDAN X. XXXXXX
Name:
Jordan X. Xxxxxx
Title:
Senior Vice
President
SCHEDULE
1.4
PERMITTED
AFFILIATES
JMS
ACQUISITION LLC
JAYSAC,
LTD.
JAYSAC
GP
CORP.
ESSEX
BRIDLE TRAILS, L.P.
ESSEX
BUNKER HILL, L.P.
ESSEX
COLUMBUS LLC
XXXXX
XXXXXXXX LLC
ESSEX
MAPLE LEAF, L.P.
ESSEX
MARINA CITY CLUB, L.P.
ESSEX
MEADOWOOD, L.P.
ESSEX
PARK BOULEVARD, LLC
ESSEX
SPRING LAKE, L.P.
XXXXX
XXXXX DEVELOPMENT, INC.
XXXXXXX
SCHOOL VILLAGE LIMITED PARTNERSHIP
NEWPORT
BEACH NORTH LLC
PARK
HILL
LLC
ESSEX
CANYON OAKS APARTMENTS, L.P.
EXHIBIT
A-1
UNENCUMBERED
STABILIZED ASSET POOL PROPERTIES
AS
OF MARCH 24, 2006
Part
A: Currently Existing Properties:
|
PROPERTY
NAME
|
NAME
OF OWNER
|
#
OF
UNITS
|
LOCATION
|
|
Marina
Cove #
|
Essex
Portfolio, L.P.
|
000
|
Xxxxx
Xxxxx, XX
|
|
Xxxxxxxx
Xxxxxxx
|
Xxxxx
Portfolio, L.P.
|
000
|
Xxx
Xxxxx, XX
|
|
Twin
Creeks
|
Essex
Portfolio, L.P.
|
00
|
Xxx
Xxxxx, XX
|
|
Xxxxxx
Xxxx Xxxx #
|
Xxxxx
Xxxxxx Xxxx Xxxx, L.P.
|
000
|
Xxxxxx
Xxx Xxx, XX
|
|
Xxxxxxxxx
(Xxxxxx View)
|
Essex
Portfolio, L.P.
|
000
|
Xxxxxx
Xxx Xxx, XX
|
|
Monterra
del Mar (Windsor Terrace)
|
Essex
Portfolio, L.P.
|
000
|
Xxxxxxxx,
XX
|
|
Avondale
at Warner Center
|
Essex
Portfolio, L.P.
|
000
|
Xxxxxxxx
Xxxxx, XX
|
|
Lofts
at Pinehurst, The (Villa Scandia)
|
Essex
Portfolio, L.P.
|
118
|
Ventura,
CA
|
|
Alpine
Country
|
JMS
Acquisition LLC
|
108
|
Alpine,
CA
|
|
Cambridge
|
JMS
Acquisition LLC
|
00
|
Xxxxx
Xxxxx, XX
|
|
Woodlawn
Colonial
|
JMS
Acquisition LLC
|
000
|
Xxxxx
Xxxxx, XX
|
|
Mesa
Village
|
JMS
Acquisition LLC
|
000
|
Xxxxxxxxx,
XX
|
|
Tierra
del Sol/Norte
|
JMS
Acquisition LLC
|
000
|
Xx
Xxxxx, XX
|
|
Grand
Regency
|
JMS
Acquisition LLC
|
60
|
Escondido,
CA
|
|
Country
Villas
|
JMS
Acquisition LLC
|
180
|
Oceanside,
CA
|
|
Vista
Capri - North
|
JMS
Acquisition LLC
|
000
|
Xxx
Xxxxx, XX
|
|
Carlton
Heights
|
JMS
Acquisition LLC
|
70
|
Santee,
CA
|
|
Shadow
Point
|
JMS
Acquisition LLC
|
000
|
Xxxxxx
Xxxxxx, XX
|
|
Salmon
Run at Perry Creek
|
Essex
Portfolio, L.P.
|
000
|
Xxxxxxx,
XX
|
|
Xxxxxxx
xx Xxxx Xxxxx
|
Xxxxx
Portfolio, L.P.
|
000
|
Xxxx
Xxxxx, XX
|
|
Xxxxxx
Xxxxxx
|
Xxxxx
Portfolio, L.P.
|
000
|
Xxxxxxx,
XX
|
|
Xxxxxxx
@ Cascade Park
|
Essex
Portfolio, L.P.
|
000
|
Xxxxxxxxx,
XX
|
|
Village
@ Cascade Park
|
Essex
Portfolio, L.P.
|
000
|
Xxxxxxxxx,
XX
|
|
St.
Cloud Apartments
|
Jaysac,
Ltd.
|
000
|
Xxxxxxx,
XX
|
|
TOTAL:
|
|
3951
|
|
# Properties
subject to a financeable ground lease; provided, however, as to Marina Cove,
only 1 parcel is subject to such a ground lease.
Part
B: Properties Added Since the Closing Date of the Existing Credit
Agreement:
|
PROPERTY
NAME
|
NAME
OF OWNER
|
#
OF
UNITS
|
LOCATION
|
|
Xxxxxxx
School Village*
|
Xxxxxxx
School Village Limited Partnership
|
200
|
Hillsboro,
OR
|
|
Bunker
Hill*
|
Essex
Bunker Hill, L.P.
|
456
|
Los
Angeles, CA
|
|
Spring
Lake*
|
Essex
Spring Lake, L.P.
|
69
|
Seattle,
WA
|
|
Maple
Leaf*
|
Essex
Maple Leaf, L.P.
|
48
|
Seattle,
WA
|
|
Meadowood*1
|
Essex
Meadowood, L.P.
|
000
|
Xxxx
Xxxxxx, XX
|
|
Columbus
(aka
Hampton Court)
|
Essex
Columbus LLC
|
83
|
Glendale,
CA
|
|
Bridle
Trails*
|
Essex
Bridle Trails, L.P.
|
000
|
Xxxxxxxx,
XX
|
|
Xxxxxxxx*
(aka
Xxxxxxx Place)
|
Xxxxx
Xxxxxxxx LLC
|
000
|
Xxxxxxxx,
XX
|
|
Xxxx
Xxxx
|
Xxxx
Xxxx LLC
|
245
|
Issaquah,
WA
|
|
Mountain
View
|
Essex
Portfolio, L.P.
|
106
|
Camarillo,
CA
|
|
Pinehurst #
|
Essex
Portfolio, L.P.
|
28
|
Ventura,
CA
|
|
Xxxxxxxx
Xxxxxxx*
|
Xxxxxxx
Xxxxx Xxxxx LLC
|
145
|
Ventura,
CA
|
|
Fairway
(aka
Fairway at Big Canyon) #
|
Essex
Portfolio, L.P.
|
74
|
Newport
Beach, CA
|
|
Landmark
|
Essex
Portfolio, L.P.
|
285
|
Hillsboro,
OR
|
|
Wilshire
Promenade
|
Essex
Portfolio, L.P.
|
149
|
Fullerton,
CA
|
|
Cedar
Terrace
|
JMS
Acquisition LLC
|
180
|
Bellevue,
WA
|
|
Marbella
|
Essex
Portfolio, L.P.
|
60
|
Los
Angeles, CA
|
|
Chimney
Sweep/CBC Apartments
|
Essex
Portfolio, L.P.
|
239
|
Goleta,
CA
|
|
Belmont
Terrace Apartments
|
Essex
Portfolio, L.P.
|
71
|
Belmont,
CA
|
|
Hope
Ranch
|
Essex
Portfolio, L.P.
|
108
|
Santa
Barbara, CA
|
|
Canyon
Oaks
|
Essex
Canyon Oaks Apartments, L.P.
|
000
|
Xxx
Xxxxx, XX
|
|
TOTAL:
|
|
3622
|
|
* Properties
owned at least 99% by Borrower or a Permitted Affiliates
# Properties
subject to a financeable ground lease
1
Meadowood will be
added as a Unencumbered Stabilized Asset Pool Property as of February ___,
2006.
EXHIBIT
A-2
UNENCUMBERED
WORK IN PROCESS PROPERTIES
AS
OF MARCH 24, 2006
|
PROPERTY
NAME
|
NAME
OF OWNER
|
LOCATION
|
|
Moorpark
|
Essex
Portfolio, L.P.
|
Moorpark,
CA
|
|
Xxxxx
|
Xxxxx
Xxxxx Development, Inc.
|
Tracy,
CA
|
|
Park
Blvd
|
Essex
Park Boulevard, LLC
|
Palo
Alto, CA
|
|
Grand
Ave.
|
Essex
Park Boulevard, LLC
|
Oakland,
CA
|
EXHIBIT
E
COMPLIANCE
CERTIFICATE
