ADDENDUM
TO THE
MASTER COMBINATION AND CONTRIBUTION AGREEMENT
This "Addendum to the Master Combination and Contribution
Agreement" is hereby made a part of that certain Master Combination and
Contribution Agreement dated as of November 8, 1996, as amended (the
"Combination Agreement"), by and among Xxx X. Xxxxxx, certain limited
partnerships in which Xxx X. Xxxxxx is the general partner (collectively, the
"Transferors"), ASR Investments Corporation, a Maryland corporation (the
"REIT"), Xxxxxx & Associates, Inc., a Washington corporation, Heritage
Communities L.P., a Delaware limited partnership, Heritage Residential Group,
Inc., an Arizona corporation wholly owned by the REIT, Heritage SGP Corporation,
an Arizona corporation wholly owned by the REIT, Pima Mortgage Limited
Partnership, an Arizona limited partnership, Pima Realty Advisors, Inc., an
Arizona corporation, Xxx X. Xxxxx, Xxxxx X. Xxxxxx, Xx., and Xxxxxx X. Xxxx
(collectively, the "Combination Agreement Parties").
The Combination Agreement Parties hereby agree to make the
following additions and amendments to the Combination Agreement:
1. Mountain View Associates, a Washington general
partnership in which Xxx X. Xxxxxx is the managing partner ("Mountain View"), is
hereby made a party to the Combination Agreement, as amended by this Addendum;
2. The term "Transferor," or collectively
"Transferors," as used in the Combination Agreement, as amended by this
Addendum, shall mean the limited partnerships and the general partnership set
forth on Schedule I attached hereto and Schedule I to the Combination Agreement
shall be amended as set forth on Schedule I attached hereto; and
3. All of the assets and properties described in the
Combination Agreement as owned by First Briar Park Associates, a Washington
limited partnership ("First Briar Park"), are owned by First Briar Park and
Mountain View as tenants-in-common.
Except as set forth in this Addendum, all provisions of the
Combination Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Addendum to the Combination Agreement this 30th day of April,
1997.
/s/ Xxx X. Xxxxxx
------------------------------------------------
Xxx X. Xxxxxx
ASR INVESTMENTS CORPORATION, a
Maryland corporation
By: /s/ Xxx X. Xxxxx
---------------------------------------------
Xxx X. Xxxxx, Chairman of the Board and
President
PIMA MORTGAGE LIMITED PARTNERSHIP,
an Arizona limited partnership
By: JG Mortgage Advisors, Inc., general partner
By: /s/ Xxx X. Xxxxx
---------------------------------------------
Xxx X. Xxxxx, President
PIMA REALTY ADVISORS, INC., an Arizona
corporation
By: /s/ Xxxxx X. Xxxxxx, Xx.
---------------------------------------------
Its: President
--------------------------------------------
XXXXXX & ASSOCIATES, INC., a Washington
corporation
By: /s/ Xxx X. Xxxxxx
---------------------------------------------
Xxx X. Xxxxxx, President
2
HERITAGE COMMUNITIES, L.P., a Delaware
limited partnership
By: ASR Investments Corporation, general partner
By: /s/ Xxx X. Xxxxx
---------------------------------------------
Xxx X. Xxxxx, Chairman of the Board
and President
HERITAGE SGP CORPORATION, an Arizona
corporation wholly owned by the REIT
By: /s/ Xxx X. Xxxxx
---------------------------------------------
Xxx X. Xxxxx, President
HERITAGE RESIDENTIAL GROUP, INC., an
Arizona corporation wholly owned by the REIT
By: /s/ Xxx X. Xxxxx
---------------------------------------------
Xxx X. Xxxxx, President
/s/ Xxx X. Xxxxx
------------------------------------------------
Xxx X. Xxxxx
/s/ Xxxxx X. Xxxxxx, Xx.
------------------------------------------------
Xxxxx X. Xxxxxx, Xx.
/s/ Xxxxxx X. Xxxx
------------------------------------------------
Xxxxxx X. Xxxx
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TRANSFERORS:
FIRST ASPEN COURT ASSOCIATES, L.P.
FIRST BRIAR PARK ASSOCIATES
FIRST CHELSEA PARK ASSOCIATES, L.P.
FIRST APPIAN WAY ASSOCIATES, L.P.
FIRST GREENWOOD CREEK ASSOCIATES,
L.P.
FIRST HIGHLANDS ASSOCIATES, L.P.
FIRST MARYMONT ASSOCIATES, L.P.
FIRST MONTFORT ASSOCIATES, L.P.
FIRST RIVERWAY ASSOCIATES, L.P.
FIRST SPRINGFIELD ASSOCIATES, L.P.
FIRST TIMBERCREEK LANDING
ASSOCIATES, L.P.
CAMPUS DEVELOPMENT ASSOCIATES
LIMITED PARTNERSHIP
CAMPUS COMMONS ASSOCIATES-LIMITED
PARTNERSHIP
FIRST PACIFIC SOUTH CENTER
ASSOCIATES, L.P.
MOUNTAIN VIEW ASSOCIATES
By: /s/ Xxx X. Xxxxxx
-------------------------------
Xxx X. Xxxxxx, general partner
of each of the Transferors listed
above
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SCHEDULE I
----------
TRANSFERORS
First Aspen Court Associates, L.P.
First Briar Park Associates, a Washington Limited Partnership
First Chelsea Park Associates, L.P.
First Appian Way Associates, L.P.
First Greenwood Creek Associates, L.P.
First Highlands Associates, L.P.
First Marymont Associates, L.P.
First Montfort Associates, L.P.
First Riverway Associates, L.P.
First Springfield Associates, L.P.
First Timbercreek Landing Associates, L.P.
Campus Development Associates Limited Partnership
Campus Commons Associates - Limited Partnership
First Pacific South Center Associates, L.P.
Mountain View Associates
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