FOURTH AMENDMENT TO CONTRIBUTION AND SALE AGREEMENT
Exhibit 99.5
FOURTH AMENDMENT TO CONTRIBUTION AND SALE AGREEMENT
This Fourth Amendment to Contribution and Sale Agreement (this “Amendment”), dated February 8,
2006, is made and entered by and among Royal Tallahassee Partnership, Royal Tallahassee Partnership
II Limited Partnership, Royal Tallahassee III Partnership, Royal Gainesville Limited Partnership,
Royal Orlando Limited Partnership, Royal Lexington Limited Partnership, Royal Tucson Entrada Real
Limited Partnership, Royal Texas-Tennessee Limited Partnership, Royal Texas-Tennessee II Limited
Partnership, Raiders Pass Phase II Limited Partnership, Royal San Marcos Limited Partnership and
Royal San Antonio Limited Partnership (collectively, the “Contributors”), on the one hand, and
American Campus Communities, Inc. (the “Company”) and American Campus Communities Operating
Partnership LP (the “Operating Partnership” and, together with the Company, the “Contributee”), on
the other hand.
WHEREAS, the Contributors and the Contributee have entered into a Contribution and Sale
Agreement, dated as of December 2, 2005 (as amended, the “Contribution Agreement”); and
WHEREAS, the Contributors and the Contributee desire to amend the Contribution Agreement as
set forth herein.
NOW, THEREFORE, the Contributors and the Contributee agree as follows:
1. Capitalized Terms. Capitalized terms used herein and not otherwise defined shall
have the meanings assigned to such terms in the Contribution Agreement.
2. Contribution Value. Section 3.1 of the Contribution Agreement shall be amended and
restated in its entirety to read as follows:
Section 3.1 Contribution Value. Subject to the provisions of
Section 2.3, the total value assigned by the Contributee to the Property is
$244,250,000 (the “Contribution Value”), which shall be paid by the Operating
Partnership at the Closing as set forth below and allocated among the Real Property
and the Personal Property as set forth in Schedule 3.1.
3. Issuance of Units. At Closing, the Contributors will receive no fewer than the
number of Units listed on Exhibit A. Prior to 5:00 p.m., Central Time, on February 15,
2006, the Contributors Representatives will notify the Contributors in writing of the type and
number of Units (which shall not be less than the number of Units set forth on Exhibit A
nor more than 3,250,000 Units) the Contributors elect to receive at Closing.
4. Capital Repairs.
(a) Portfolio. Attached hereto as Exhibit B is a list of repair items (the
“Portfolio Repair Items”) that the Contributors and the Contributee have agreed shall be completed
at the sole cost and expense of (i) in the case of each Property subject to Portfolio Repair Items
being conveyed pursuant to Section 2.1 of the Contribution Agreement, the Property Contributor that
owns such Property, and (ii) in the case of each Property subject to
Portfolio Repair Items being conveyed pursuant to Section 2.2 of the Contribution Agreement,
the Contributing Party that is conveying the Equity Interests in the Parent Entity of the
Contributor that owns such Property. At or prior to Closing, each Property Contributor and
Contributing Party shall enter into an agreement with Royal Apartments pursuant to which Royal
Apartments shall be appointed as agent of each Property Contributor and Contributing Party for the
purpose of (1) engaging one or more contractors to perform the work necessary to complete the
Portfolio Repair Items, (2) coordinating the contractors in the performance of said work and (3)
ensuring that said work is completed in accordance with the terms and scope of the applicable
contracts therefor, in each case in accordance with the provisions of Exhibit C; provided
that none of the Property Contributors, the Contributing Parties nor Royal Apartments shall enter
into any agreement with any contractor without the prior approval of the terms and scope thereof by
the Contributee, which approval shall not unreasonably withheld or delayed. Royal Apartments, as
agent, shall cause all of the Portfolio Repair Items to be completed or corrected in accordance
with the provisions set forth on Exhibit C hereto with due diligence between May 15, 2006
and September 15, 2008. A sum equal to 125% of the estimated cost to complete the Portfolio Repair
Items (the “Portfolio Holdback”) shall be withheld from the Cash Consideration and held in escrow
by Escrowee as a holdback pending completion of all of the Portfolio Repair Items pursuant to an
escrow agreement to be executed by Royal Apartments, as agent for each Property Contributor and
Contributing Party, the Operating Partnership or its designee and Escrowee at Closing, which escrow
agreement shall incorporate the terms set forth on Exhibit C hereto. Upon completion of
one or more Portfolio Repair Items, Royal Apartments, as agent, shall have the right to request a
disbursement from the Portfolio Holdback in an amount equal to 100% of the actual cost of the
completed Portfolio Repair Items by delivery of written notice to the Contributee and the amount
requested shall be disbursed to the party or parties designated in said written notice, subject to
the Contributee’s written approval of the completion of such Portfolio Repair Items, which shall
not be unreasonably withheld or delayed; provided, however, that Royal Apartments,
as agent, shall not make a request for disbursement in respect of completed Portfolio Repair Items
more frequently than once a month. Upon completion of all of the Portfolio Repair Items, Royal
Apartments, as agent, shall have the right to request a disbursement from the Portfolio Holdback of
the residual amounts thereof, and such amount requested shall be disbursed to the party or parties
designated in said written notice, subject to the Contributee’s written approval of the completion
of all of the Portfolio Repair Items, which shall not be unreasonably withheld or delayed.
(b) Royal Village Gainesville. As soon as practicable after the date hereof, the
Contributors Representatives and the Contributee shall agree upon the scope of work for the repair
items (the “Gainesville Repair Items”) to be completed at the Royal Village Gainesville Property at
the sole cost and expense of the Contributing Party (the “Gainesville Contributing Party”) that
owns the Parent Entity of the Contributor that owns the Royal Village Gainesville Property. At or
prior to Closing, the Gainesville Contributing Party shall enter into an agreement with Royal
Apartments pursuant to which Royal Apartments shall be appointed as agent of the Gainesville
Contributing Party for the purpose of (i) engaging one or more contractors to perform the work
necessary to complete the Gainesville Repair Items, (ii) coordinating the contractors in the
performance of said work and (iii) ensuring that said work is completed in accordance with the
terms and scope of the applicable contracts therefor, in each case in accordance with the
provisions of Exhibit C; provided that neither the Gainesville Contributing Party nor Royal
Apartments shall enter into any agreement with any contractor without the prior
approval of the terms and scope thereof by the Contributee, which approval shall not
unreasonably withheld or delayed. Royal Apartments, as agent, shall cause all of the Gainesville
Repair Items to be completed or corrected in accordance with the provisions set forth on
Exhibit C hereto with due diligence no later than August 16, 2006. A sum equal to 125% of
the estimated cost to complete the remaining Gainesville Repair Items shall be withheld from the
Cash Consideration and held in escrow by Escrowee as a holdback (the “Gainesville Holdback”)
pending completion of all of the Gainesville Repair Items pursuant to an escrow agreement to be
executed by Royal Apartments, as agent for the Gainesville Contributing Party, the Operating
Partnership or its designee and Escrowee at Closing, which escrow agreement shall incorporate the
terms set forth on Exhibit C hereto. Upon completion of one or more Gainesville Repair
Items, Royal Apartments, as agent, shall have the right to request a disbursement from the
Gainesville Holdback in an amount equal to 100% of the actual cost of the completed Gainesville
Repair Items by delivery of written notice to the Contributee and the amount requested shall be
disbursed to the party or parties designated in said written notice, subject to the Contributee’s
written approval of the completion of such Gainesville Repair Items, which shall not be
unreasonably withheld or delayed; provided, however, that Royal Apartments, as
agent, shall not make a request for disbursement in respect of completed Gainesville Repair Items
more frequently than twice a month. Upon completion of all of the Gainesville Repair Items, Royal
Apartments, as agent, shall have the right to request a disbursement from the Portfolio Holdback of
the residual amounts thereof, and such amount requested shall be disbursed to the party or parties
designated in said written notice, subject to the Contributee’s written approval of the completion
of all of the Gainesville Repair Items, which shall not be unreasonably withheld or delayed.
(c) Royal Lexington. As soon as practicable after the date hereof, the Contributors
Representatives and the Contributee shall agree upon the scope of work for the repair items (the
“Lexington Repair Items” and, together with the Portfolio Repair Items and the Gainesville Repair
Items, the “Repair List Items”) to be completed at the Royal Lexington Property at the sole cost
and expense of the Contributing Party (the “Lexington Contributing Party”) that owns the Parent
Entity of the Contributor that owns the Royal Lexington Property. At or prior to Closing, the
Lexington Contributing Party shall enter into an agreement with Royal Apartments pursuant to which
Royal Apartments shall be appointed as agent of the Lexington Contributing Party for the purpose of
(i) engaging one or more contractors to perform the work necessary to complete the Lexington Repair
Items, (ii) coordinating the contractors in the performance of said work and (iii) ensuring that
said work is completed in accordance with the terms and scope of the applicable contracts therefor,
in each case in accordance with the provisions of Exhibit C; provided that neither the
Lexington Contributing Party nor Royal Apartments shall enter into any agreement with any
contractor without the prior approval of the terms and scope thereof by the Contributee, which
approval shall not unreasonably withheld or delayed. Royal Apartments, as agent, shall cause all
of the Lexington Repair Items to be completed or corrected in accordance with the provisions set
forth on Exhibit C hereto with due diligence between a date to be mutually agreed upon by
the Contributors Representatives and the Contributee and December 31, 2006. A sum equal to 125% of
the estimated cost to complete the Lexington Repair Items shall be withheld from the Cash
Consideration and held in escrow by Escrowee as a holdback (the “Lexington Holdback”) pending
completion of all of the Lexington Repair Items pursuant to an escrow agreement to be executed by
Royal Apartments, as agent for the Lexington Contributing Party, the Operating Partnership or its
designee and
Escrowee at Closing, which escrow agreement shall incorporate the terms set forth on
Exhibit C hereto. Upon completion of one or more Lexington Repair Items, Royal Apartments,
as agent, shall have the right to request a disbursement from the Lexington Holdback in an amount
equal to 100% of the actual cost of the completed Lexington Repair Items by delivery of written
notice to the Contributee and the amount requested shall be disbursed to the party or parties
designated in said written notice, subject to the Contributee’s written approval of the completion
of such Lexington Repair Items, which shall not be unreasonably withheld or delayed;
provided, however, that Royal Apartments, as agent, shall not make a request for
disbursement in respect of completed Lexington Repair Items more frequently than once a month.
Upon completion of all of the Lexington Repair Items, Royal Apartments, as agent, shall have the
right to request a disbursement from the Portfolio Holdback of the residual amounts thereof, and
such amount requested shall be disbursed to the party or parties designated in said written notice,
subject to the Contributee’s written approval of the completion of all of the Lexington Repair
Items, which shall not be unreasonably withheld or delayed.
(d) Determination of the Holdback Amounts and Scope of Work. The amounts of the
Portfolio Holdback, the Gainesville Holdback and the Lexington Holdback (collectively, the
“Holdback”), the Gainesville Repair Items, the Lexington Repair Items and the scope of work
relating to all of the Repair List Items shall be determined by the mutual agreement of the
Contributors Representatives and the Contributee, which agreement shall not be unreasonably
withheld or delayed, and if an agreement is not reached on or before two Business Days prior to
Closing, the Contributee may terminate the Agreement and the Xxxxxxx Money shall be promptly
returned to the Contributee. As applicable, the Holdback shall be increased at Closing to include
all unreleased retainage and all sums due for work completed, but not yet paid for by such
Contributor.
(e) Survival. The provisions of this Section 4 shall survive the Closing.
5. Retained Amount. The definition of Retained Amount in Article 1 of the
Contribution Agreement is amended and restated to read in its entirety as follows:
“Retained Amount” shall mean an aggregate amount equal to (a)(i) $300,000 times the
number of Property Contributors plus (ii) 3.5% of the Assigned Value of the Property
owned by the Equity Contributors, which aggregate amount shall be allocated among
the Contributors as set forth on Schedule D, plus (b) $1,250,000 allocated
to the Equity Contributor of Royal Lexington (the “Additional Lexington Retained
Amount”). Notwithstanding any provision of the Contribution Agreement, the
Additional Lexington Retained Amount shall not be released until the later of (1)
one year from the Closing Date or (2) the date that the second and third matters set
forth on Schedule 7.1(m) shall have been resolved as determined by the
Contributee in its reasonable discretion.
6. Due Diligence. The parties acknowledge and agree that the Inspection Period has
terminated and the Xxxxxxx Money is nonrefundable. Notwithstanding the foregoing, (a) the
Contributors shall resolve all of the matters set forth in the letter attached hereto as
Exhibit D (the “Additional Title Matters”) and (b) the Contributors shall provide to the
Contributee all of the information listed on Exhibit E hereto (by email or overnight
courier addressed to Xxxxxxx
Xxxxxx) and the Contributee shall be entitled to continue its due diligence with respect to
such matters (the “Additional Due Diligence Matters”). The Contributee may object to any
Additional Due Diligence Matters, or the Contributors’ resolution of any Additional Title Matters
or Additional Due Diligence Matters, by written notice dated no later than seven days after the
date of delivery or resolution of such matter. If the Contributors do not resolve any such
objection with respect to an Additional Title Matter, as determined by the Contributee in its
reasonable discretion, within seven days of the date of such notice, the Contributee may terminate
the Contribution Agreement with respect to the affected Property, whereupon such Property shall
become an Unapproved Property. If the Contributors do not resolve any such objection relating to
an Additional Due Diligence Matter, as determined by the Contributee in its reasonable discretion,
within seven days of the date of such notice, the Contributee may terminate the Contribution
Agreement and the Xxxxxxx Money shall be promptly returned to the Contributee.
7. Additional Conditions to Closing. The obligations of the Company and the
Operating Partnership to accept title to the Property and the Equity Interests and the Company’s
and the Operating Partnership’s obligations to perform the other covenants and obligations to be
performed by the Company and the Operating Partnership on the Closing Date shall be subject to
satisfaction, in addition to the other conditions set forth in the Contribution Agreement, of the
conditions set forth below (all or any of which may be waived, in whole or in part, by the Company
or the Operating Partnership). A failure to satisfy any condition set forth below shall be a
Contributor Event of Default.
(a) Northgate Lakes. The closing of the transaction contemplated by the purchase and
sale agreement, dated as of January 31, 2006 (the “Orlando Purchase Agreement”), between the
Operating Partnership and Xxxx X. Xxxxxx, as Trustee of the Xxxx X. Xxxxxx Living Trust under Trust
Agreement dated February 26, 2004, shall occur concurrently with the Closing.
(b) Royal Oaks. The Contributor related to Royal Oaks shall have caused the owner of
parcel numbers 213545 G0040 and 213545 G0120 to enter into a purchase agreement with the Operating
Partnership pursuant to which such owner shall sell such property to the Operating Partnership or
its designee at Closing for a purchase price of $10 and otherwise substantially in the form of the
Orlando Purchase Agreement, and the closing of the transaction contemplated by such purchase
agreement shall occur concurrently with the Closing.
(c) Royal Village Tallahassee. The Contributor related to Royal Village Tallahassee
shall have caused the owner of parcel number 2134810002190 to enter into a purchase agreement with
the Operating Partnership pursuant to which such owner shall sell such property to the Operating
Partnership or its designee at Closing for a purchase price of $10 and otherwise substantially in
the form of the Orlando Purchase Agreement, and the closing of the transaction contemplated by such
purchase agreement shall occur concurrently with the Closing.
(d) Royal Village Gainesville. The Contributor related to Royal Village Gainesville
shall have caused Royal Gainesville 2 Limited Partnership, as owner of the property located at 000
XX 0xx Xxxxxx (the “Adjacent Property”), to enter into a letter agreement with the
Operating Partnership or its designee pursuant to which the Operating Partnership or its designee
shall have the right to utilize the area currently reserved for parking by tenants of Royal
Village Gainesville on the Adjacent Property until the later of (i) August 10, 2007 or (ii) the
earlier of (1) the sale of such property to a person not affiliated with such owner or (2) the
commencement of significant construction of a residential development by such owner on such
property.
(e) Royal Lexington.
(i) The Contributor related to Royal Lexington shall have caused the owner of parcels 7 and
8 to enter into a purchase agreement with the Operating Partnership pursuant to which such
owner shall sell such property to the Operating Partnership or its designee at Closing for a
purchase price of $10 and otherwise substantially in the form of the Orlando Purchase
Agreement, and the closing of the transaction contemplated by such purchase agreement shall
occur concurrently with the Closing. The legal description of the Royal Lexington Property
shall be revised to remove such parcels 7 and 8. At or prior to Closing, (1) the Lexington
Contributing Party shall enter into an agreement with Royal Apartments pursuant to which
Royal Apartments shall be appointed as agent of the Lexington Contributing Property and (2)
Royal Apartments, as agent, and the Operating Partnership or its designee shall enter into a
development agreement pursuant to which Royal Apartments will agree (i) to complete the
parking lot on such parcels pursuant to plans and specifications approved by the
Contributee, (ii) not to materially modify such plans and specifications without the
Contributee’s prior written consent and (iii) upon completion, to assign to the Operating
Partnership or its designee all of Royal Apartments’ and its affiliates’ right, title and
interest in and to such plans and specifications, all construction contracts and
subcontracts relating to such development and related guaranties. A sum equal to 125% of
the estimated cost to complete the parking lot shall be withheld from the Cash Consideration
and held in escrow by Escrowee as a holdback (the “Parking Lot Holdback”) pending completion
of all of the parking lot pursuant to an escrow agreement to be executed by Royal
Apartments, as agent for the Lexington Contributing Party, the Operating Partnership or its
designee and Escrowee at Closing, which escrow agreement shall incorporate the applicable
terms set forth on Exhibit C hereto. Upon completion of the parking lot Royal
Apartments, as agent, shall have the right to request a disbursement of all of the Parking
Lot Holdback by delivery of written notice to the Contributee and the amount of the Parking
Lot Holdback hall be disbursed to the party or parties designated in said written notice,
subject to the Contributee’s written approval of the completion of the Parking Lot, which
shall not be unreasonably withheld or delayed.
(ii) The parcel subject to condemnation as set forth in Schedule 7.1(m) shall not be
owned by such Contributor at Closing and the legal description of the Royal Lexington
Property shall be revised prior to Closing to reflect the transfer of such parcel.
(f) Raiders Pass. The Contributor related to Raiders Pass shall cause the agreement
with Certified Leasing & Sales Specialists, Inc. relating to the provision of leasing services to
be terminated and all amounts due thereunder to be paid in full prior to Closing and shall provide
the Contributee with evidence of such payment and termination at Closing. Such Contributor agrees
that it will indemnify, defend and hold harmless the Contributee and its affiliates from and
against any claim, loss, demand, damage, liability, obligation, suit, cause of
action, judgment, settlement, penalty, fine or cost or expense (including reasonable
attorneys’ fees) to the extent directly or indirectly arising out of or related to such agreement.
8. Retained Amount. Section 3.7 of the Contribution Agreement shall be amended and
restated in its entirety to read as follows:
Section 3.7 Retained Amount. At the Closing, the Contributee shall
retain an amount in Units or cash (with the type of consideration determined by the
Contributors) equal to the Retained Amount for payment to the Contributors
Representatives after the expiration of the Survival Period, subject to decrease as
provided in Article 19, valued, in the case of Units comprising the Retained
Amount, at the Common Unit Value and/or the Preferred Unit Value, as the case may
be; provided, however, that if the Contributee has delivered a Claim
Notice with respect to any Property, the Contributor thereof or the Equity Interests
related thereto prior to the expiration of the Survival Period as provided in
Section 19.5 but the Claim has not yet been resolved as of the expiration of
the Survival Period, then the Retained Amount applicable to each such Contributor
less amounts previously utilized to resolve any Claim relating to such Property, the
Contributor thereof or the Equity Interests related thereto shall continue to be
retained until such Claim has been finally resolved as provided in Article
19. Prior to payment of the Retained Amount to the Contributors as directed by
the Contributors Representatives, the distributions paid on the Units comprising the
Retained Amount shall be paid to the Contributors Representatives until such time
(if any) as they are used for offset pursuant to Section 19.6.
9. Ratification. Except as otherwise expressly provided in this Amendment, the
Contribution Agreement is hereby ratified and confirmed and shall continue in full force and effect
in accordance with its terms.
10. Counterparts. This Amendment may be executed in identical counterparts, which
when taken together shall constitute one and the same instrument. A counterpart transmitted by
facsimile shall be deemed an original for all purposes.
[signature pages follow]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above
written.
| AMERICAN CAMPUS COMMUNITIES, INC. | ||||||
| By: | ||||||
| Xxxxxxx X. Xxxxxxx, Xx. | ||||||
| President and Chief Executive Officer | ||||||
| AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP |
||||||
| By: | American Campus Communities Holdings LLC, its | |||||
| general partner | ||||||
| By: | ||||||
| Xxxxxxx X. Xxxxxxx, Xx. | ||||||
| President |
| ROYAL TALLAHASSEE PARTNERSHIP | ||||||
| By: | ||||||
| Xxxxxxx X. Xxxxxxxx | ||||||
| General Partner | ||||||
| By: | Keeling Family Irrevocable Trust u/t/a dated | |||||
| 12/31/92 | ||||||
| General Partner | ||||||
| Xxxxxxx X. Xxxxxxxx, attorney in fact | ||||||
| By: | Xxxxxxx X. Xxxxxxx | |||||
| General Partner | ||||||
| Xxxxxxx X. Xxxxxxxx, attorney in fact | ||||||
| By: | Xxxxx X. Xxxxxxx | |||||
| General Partner | ||||||
| Xxxxxxx X. Xxxxxxxx, attorney in fact | ||||||
| By: | Xxxxxx X. Xxxxx | |||||
| General Partner | ||||||
| Xxxxxxx X. Xxxxxxxx, attorney in fact | ||||||
| ROYAL TALLAHASSEE PARTNERSHIP II LIMITED | ||||||
| PARTNERSHIP | ||||||
| By: | ||||||
| General Partner | ||||||
| By: | Xxxxxxx X. Xxxxxxx | |||||
| General Partner | ||||||
| By: | Xxxx X. Xxxxxx | |||||
| General Partner | ||||||
| By: | Xxxxx X. Xxxxxxx | |||||
| General Partner | ||||||
| ROYAL TALLAHASSEE III PARTNERSHIP | ||||||
| By: | General Partner |
|||||
| By: | Keeling Family Irrevocable Trust u/t/a dated | |||||
| 12/31/92 | ||||||
| General Partner | ||||||
| By: | Xxxxxxx X. Xxxxxxx | |||||
| General Partner | ||||||
| By: | Xxxxx X. Xxxxxxx | |||||
| General Partner | ||||||
| By: | Xxxx X. Xxxxxx | |||||
| General Partner | ||||||
| ROYAL LEXINGTON LIMITED PARTNERSHIP | ||||||||
| By: | Royal Lexington General Partnership, an Illinois | |||||||
| general partnership, its general partner | ||||||||
| By: | Xxxxx X. Xxxxxxx | |||||||
| General Partner | ||||||||
| By: | ||||||||
| General Partner | ||||||||
| By: | Xxxxxxx X. Xxxxxxx | |||||||
| General Partner | ||||||||
| By: | Xxxx X. Xxxxxx | |||||||
| General Partner | ||||||||
| ROYAL GAINESVILLE LIMITED PARTNERSHIP | ||||||||
| By: | Gainesville Partners, an Illinois general partnership, | |||||||
| its general partner | ||||||||
| By: | ||||||||
| General Partner | ||||||||
| By: | Xxxxxxx X. Xxxxxxx | |||||||
| General Partner | ||||||||
| By: | Xxxx X. Xxxxxx | |||||||
| General Partner | ||||||||
| By: | Xxxxx X. Xxxxxxx | |||||||
| General Partner | ||||||||
| ROYAL ORLANDO LIMITED PARTNERSHIP | ||||||||
| By: | Royal Orlando Northgate L.L.C., an Illinois limited | |||||||
| liability company | ||||||||
| By: | ||||||||
| Manager | ||||||||
| By: | ||||||||
| Manager | ||||||||
| By: | ||||||||
| Manager | ||||||||
| ROYAL TUCSON ENTRADA REAL LIMITED | ||||||||
| PARTNERSHIP (f/k/a Royal Tucson Limited Partnership) | ||||||||
| By: | Royal Tucson, L.L.C., an Illinois limited liability | |||||||
| company, its general partner | ||||||||
| By: | ||||||||
| Manager | ||||||||
| By: | ||||||||
| Manager | ||||||||
| ROYAL TEXAS – TENNESSEE LIMITED PARTNERSHIP | ||||||||||
| By: | Royal Texas — Tennessee LLC, an Illinois limited | |||||||||
| liability company, its general partner | ||||||||||
| By: | RSMH Texas-Tennessee LLC, an Illinois | |||||||||
| limited liability company, its manager | ||||||||||
| By: | ||||||||||
| Manager and Member | ||||||||||
| By: | ||||||||||
| Manager and Member | ||||||||||
| RAIDERS PASS PHASE II LIMITED PARTNERSHIP | ||||||||||
| By: | Raiders Pass Phase II LLC, an Illinois limited | |||||||||
| liability company, its general partner | ||||||||||
| By: | RSMH Raiders Pass Phase II LLC, an Illinois | |||||||||
| limited liability company, its manager | ||||||||||
| By: | ||||||||||
| Manager | ||||||||||
| By: | ||||||||||
| Manager | ||||||||||
| ROYAL TEXAS – TENNESSEE II LP | ||||||||||
| By: | Royal Texas-Tennessee II LLC, an Illinois limited | |||||||||
| liability company, its general partner | ||||||||||
| By: | RSMH Texas-Tennessee II LLC, an Illinois limited | |||||||||
| liability company, its manager | ||||||||||
| By: | ||||||||||
| Manager and Member | ||||||||||
| By: | ||||||||||
| Manager and Member | ||||||||||
| ROYAL SAN MARCOS L.P. | ||||||||||
| By: | Royal San Marcos LLC, an Illinois limited liability | |||||||||
| company | ||||||||||
| By: | RSMH San Marcos LLC, an Illinois limited | |||||||||
| liability company, its manager | ||||||||||
| By: | ||||||||||
| Manager and Member | ||||||||||
| By: | ||||||||||
| Manager and Member | ||||||||||
| ROYAL SAN ANTONIO L.P. | ||||||||||
| By: | Royal San Antonio LLC, an Illinois limited liability | |||||||||
| company, its general partner | ||||||||||
| By: | RSMH San Antonio LLC, an Illinois limited | |||||||||
| liability company, its manager | ||||||||||
| By: | Xxxxxxx Family Trust, its manager | |||||||||
| By: | ||||||||||
| Trustee | ||||||||||
| By: | Xxxxxxxx Family Trust, its manager | |||||||||
| By: | ||||||||||
| Trustee | ||||||||||
| As to Section 4 only: | ||||||||||
| ROYAL APARTMNTS USA,INC. | ||||||||||
| By: | ||||||||||
| Title: | ||||||||||
