UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of
earliest event reported): September 29, 2004
UNITED DOMINION REALTY TRUST, INC.
Maryland
1-10524
54-0857512
(State or other jurisdiction of
(Commission File Number)
(I.R.S. Employer
incorporation)
Identification No.)
| 1745 Shea Center Drive, Suite 200, Highlands Ranch, Colorado | 80129 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (720) 283-6120
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. Entry into a Material Definitive Agreement.
On October 5, 2004, United Dominion Realty Trust, Inc. (the “Company”) filed with the Securities and Exchange Commission a Current Report on Form 8-K dated September 29, 2004 (Commission File No. 1-10524), reporting that on September 29, 2004, United Dominion Realty, L.P., a Delaware limited partnership (“UDR L.P.”) and a subsidiary of the Company, entered into a First Amendment to Agreement of Purchase and Sale (the “First Amendment”), with Essex The Crest, L.P., a California limited partnership, Essex El Encanto Apartments, L.P., a California limited partnership, Essex Hunt Club Apartments, L.P., a California limited partnership, Essex Rosebeach Apartments, L.P., a California limited partnership, Essex Andover Park Apartments, L.P., a California limited partnership, Essex Rivermark Apartments, L.P., a California limited partnership, Essex Arboretum Apartments, L.P., a California limited partnership, Essex Ocean Villa Apartments, L.P., a California limited partnership, Essex Carlsbad Apartments, L.P., a California limited partnership, Essex San Dimas Bonita Apartments, L.P., a California limited partnership, Essex San Dimas Canyon Apartments, L.P., a California limited partnership, Essex Huntington Beach Apartments, L.P., a California limited partnership, Essex Villa Venetia Apartments, L.P., a California limited partnership, Newport Beach North LLC, a Delaware limited liability company, Newport Beach South LLC, a Delaware limited liability company, and Essex Woodland Apartments, L.P., a California limited partnership (such entities being known collectively as the “Sellers”). The First Amendment amends the Agreement of Purchase and Sale dated as of August 13, 2004 (the “Agreement”), by and between UDR L.P. and the Sellers.
This Form 8-K/A is being filed to report that on October 26, 2004, UDR L.P. and the Sellers entered into a Second Amendment to the Agreement (the “Second Amendment”) pursuant to which the parties agreed, among other things, to reduce the purchase price for the Coronado North Apartments at Newport Beach, California, and to report the completion of the acquisition of the properties described in Item 2.01 of this report on October 27, 2004, pursuant to the Agreement as amended.
A copy of the Agreement is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated September 28, 2004, filed with the Securities and Exchange Commission on September 29, 2004 (Commission File No. 1-10524), and is incorporated herein by reference.
A copy of the First Amendment is attached as Exhibit 2.2 to the Company’s Current Report on Form 8-K dated September 29, 2004, filed with the Securities and Exchange Commission on October 5, 2004, and is incorporated herein by reference.
A copy of the Second Amendment is attached as Exhibit 2.3 to this report and is incorporated herein by reference.
ITEM 2.01. Completion of Acquisition or Disposition of Assets.
As
reported in its Current Report on Form 8-K dated September 29,
2004, filed with the Securities and Exchange Commission on October 5,
2004, on September 30, 2004, the Company, through its subsidiary, UDR L.P.,
completed the acquisition of seven garden-style apartment communities
for an aggregate purchase price of $263,950,000, pursuant to the Agreement
and First Amendment referenced in Item 1.01 of this report. This
Form 8-K/A is being filed to report that on October 27, 2004, the Company, through UDR L.P., completed the
acquisition of the following seven garden-style apartments pursuant
to the Agreement, as amended, for an aggregate purchase price of
$322,050,000:
Location of
Number
Purchase
Seller
Property Name
Property
of Homes
Price
Coronado North Apartments at
Newport Beach
Newport Beach, CA
732
$
109,000,000
Ocean Villas Apartments
Oxnard, CA
119
$
18,000,000
Villa Venetia Apartments
Costa Mesa, CA
468
$
92,500,000
The Villas at Bonita Apartments
San Dimas, CA
102
$
16,250,000
The Villas at San Dimas Canyon Apartments
San Dimas, CA
156
$
25,000,000
The Arboretum at Lake Forest Apartments
Lake Forest, CA
225
$
44,000,000
The Villas at Carlsbad Apartments
Carlsbad, CA
102
$
17,300,000
Total:
1,904
$
322,050,000
1
To finance the acquisition of these properties, the Company borrowed approximately $203.4 million under its $500 million revolving credit facility with financial institutions including Wachovia Bank, National Association, Wachovia Securities, Inc., J.P. Morgan Securities, Inc., JPMorgan Chase Bank, Bank One, NA, Wells Fargo Bank, National Association, KeyBank National Association, SunTrust Bank, Citicorp North America, Inc. and SouthTrust Bank. The Company also assumed existing mortgage debt of approximately $118.7 million to fund the balance of the purchase price. The Company’s $500 million revolving credit facility is filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated March 14, 2003, filed with the Securities and Exchange Commission on April 3, 2003 (Commission File No. 1-10524), and is incorporated herein by reference.
Under the terms of the Agreement, as amended, it is anticipated that the Company, through UDR L.P., will acquire the remaining two properties in the second and third quarters of 2005 for an aggregate purchase price of $169,000,000.
A copy of the Agreement is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated September 28, 2004, filed with the Securities and Exchange Commission on September 29, 2004, and is incorporated herein by reference.
A copy of the First Amendment is attached as Exhibit 2.2 to the Company’s Current Report on Form 8-K dated September 29, 2004, filed with the Securities and Exchange Commission on October 5, 2004, and is incorporated herein by reference.
A copy of the Second Amendment is attached to this report as Exhibit 2.3 and is incorporated herein by reference.
The Company’s Current Report on Form 8-K dated September 29, 2004, filed with the Securities and Exchange Commission on October 5, 2004, included certain financial information indicated under Rule 3-14 and Article 11 of Regulation S-X for ten of the sixteen properties to be acquired pursuant to the Agreement and certain other properties. This financial information is set forth under Item 9.01 of the Company’s Form 8-K filed on October 5, 2004.
ITEM 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Real Estate Operations Acquired.
The following financial statements were previously filed under Item 9.01(a) of the Company’s Current Report on Form 8-K dated September 29, 2004, filed with the Securities and Exchange Commission on October 5, 2004 (Commission File No. 1-10524):
Arborview, Calvert’s Walk and Liriope:
Report of Independent Registered Public Accounting Firm
Combined Statement of Revenue and Certain Expenses
for the year ended December 31, 2003
The Preserve at Brentwood:
Report of Independent Registered Public Accounting Firm
Statements of Revenue and Certain Expenses for the year ended
December 31, 2003 (audited) and for the three-month period
ended March 31, 2004 (unaudited)
The Essex Properties:
Report of Independent Registered Public Accounting Firm
Combined Statements of Revenue and Certain Expenses for the year
ended December 31, 2003 (audited) and for the six-month period
ended June 30, 2004 (unaudited)
(b) Pro Forma Financial Information.
The
following pro forma financial information was previously filed under Item
9.01(b) of the Company’s Current Report on Form 8-K dated
September 29, 2004, filed with the Securities and Exchange
Commission on October 5, 2004 (Commission File No. 1-10524):
Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2004 (unaudited)
Pro Forma Condensed Consolidated Statements of Operations for the six-month period
ended June 30, 2004 (unaudited) and for the year ended December 31, 2003 (unaudited)
2
(c) Exhibits.
Exhibit
Number
Description
Agreement of Purchase and Sale dated as of August 13, 2004, by and between United Dominion Realty, L.P.,
a Delaware limited partnership, as Buyer, and Essex The Crest, L.P., a California limited partnership, Essex El Encanto Apartments, L.P., a
California limited partnership, Essex Hunt Club Apartments, L.P., a
California limited partnership, and the other signatories named as
Sellers therein.
(1)
First Amendment to Agreement of
Purchase and Sale dated as of September 29, 2004, by and
between United Dominion Realty, L.P.,
a Delaware limited partnership, as Buyer, and Essex The Crest, L.P., a California limited partnership, Essex El Encanto Apartments, L.P., a
California limited partnership, Essex Hunt Club Apartments, L.P., a
California limited partnership, and the other signatories named as
Sellers therein.
(2)
Second Amendment to Agreement of
Purchase and Sale dated as of October 26, 2004, by and between
United Dominion Realty, L.P., a Delaware limited partnership, as
Buyer, and Essex The Crest, L.P., a California limited partnership,
Essex El Encanto Apartments, L.P., a
California limited partnership, Essex Hunt Club Apartments, L.P., a
California limited partnership, and the other signatories named as
Sellers therein.
| (1) | Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K dated September 28, 2004 and filed with the Securities and Exchange Commission on September 29, 2004 (Commission File No. 1-10524). | |
| (2) | Incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K dated September 29, 2004 and filed with the Securities and Exchange Commission on October 5, 2004 (Commission File No. 1-10524). |
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 1, 2004
4
UNITED DOMINION REALTY TRUST, INC.
By:
/s/ Scott
A. Shanaberger
Scott A. Shanaberger
Senior Vice President and Chief Accounting Officer
Table of Contents
EXHIBIT INDEX
Exhibit
Number
Description
Agreement of Purchase and Sale dated as of August 13, 2004, by and between United Dominion Realty, L.P.,
a Delaware limited partnership, as Buyer, and Essex The Crest, L.P., a California limited partnership, Essex El Encanto Apartments, L.P., a
California limited partnership, Essex Hunt Club Apartments, L.P., a
California limited partnership, and the other signatories named as
Sellers therein.
(1)
First Amendment to Agreement of
Purchase and Sale dated as of September 29, 2004, by and
between United Dominion Realty, L.P.,
a Delaware limited partnership, as Buyer, and Essex The Crest, L.P., a California limited partnership, Essex El Encanto Apartments, L.P., a
California limited partnership, Essex Hunt Club Apartments, L.P., a
California limited partnership, and the other signatories named as
Sellers therein.
(2)
Second Amendment to Agreement of
Purchase and Sale dated as of October 26, 2004, by and between
United Dominion Realty, L.P., a Delaware limited partnership, as
Buyer, and Essex The Crest, L.P., a California limited partnership,
Essex El Encanto Apartments, L.P., a
California limited partnership, Essex Hunt Club Apartments, L.P., a
California limited partnership, and the other signatories named as
Sellers therein.
(1)
Incorporated by reference to Exhibit 2.1 of
the Company’s Current
Report on Form 8-K dated September 28, 2004 and filed with the
Securities and Exchange Commission on September 29, 2004
(Commission File No. 1-10524).
(2)
Incorporated by reference to Exhibit 2.2 of
the Company’s Current
Report on Form 8-K dated September 29, 2004 and filed with the
Securities and Exchange Commission on October 5, 2004
(Commission File No. 1-10524).
Exhibit 2.3
SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
THIS SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this "Second Amendment") is made effective as of the 26th day of October, 2004, by and between Essex the Crest, L.P., a California limited partnership, Essex El Encanto Apartments, L.P., a California limited partnership, Essex Hunt Club Apartments, L.P., a California limited partnership, Essex Rosebeach Apartments, L.P., a California limited partnership, Essex Andover Park Apartments, L.P., a California limited partnership, Essex Rivermark Apartments, L.P., a California limited partnership, Essex Arboretum Apartments, L.P., a California limited partnership, Essex Ocean Villa Apartments, L.P., a California limited partnership, Essex Carlsbad Apartments, L.P., a California limited partnership, Essex San Dimas Bonita Apartments, L.P., a California limited partnership, Essex San Dimas Canyon Apartments, L.P., a California limited partnership, Essex Huntington Beach Apartments, L.P., a California limited partnership, Essex Villa Venetia Apartments, L.P., a California limited partnership, Newport Beach North LLC, a Delaware limited liability company, Newport Beach South LLC, a Delaware limited liability company, and Essex Woodland Apartments, L.P., a California limited partnership (each entity being known individually as "Seller" and collectively all such entities shall hereinafter be known as "Sellers"), and United Dominion Realty, L.P., a Delaware limited partnership, together with its successors and permitted assigns ("Buyer").
RECITALS
A. Sellers and Purchaser are parties to that certain Agreement of Purchase and Sale dated as of August 13, 2004, as amended by that certain First Amendment to Agreement of Purchase and Sale dated as of September 29, 2004 (collectively, the "Agreement"), whereby the Sellers have agreed to sell and the Purchaser has agreed to purchase certain real and personal property located in the states of California and Oregon and more particularly described therein.
B. Sellers and Purchaser desires to modify the Agreement to, among other things, provide for a reduction in the purchase price for the Coronado North Apartments located in Newport Beach, California (the "Property") due to the existence of certain structural issues at the parking garages located thereon, as more fully set forth herein.
C. Defined terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.
NOW, THEREFORE, in consideration of the foregoing, of the covenants, promises and undertakings set forth herein, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Sellers and Purchasers agree as follows:
1. The Recitals set forth above are true and correct.
2. The Purchase Price for the Property is hereby amended to be One Hundred Nine Million Dollars ($109,000,000).
3. The parties acknowledge and agree that certain structural deficiencies
have been discovered with regard to the parking garages at the Property,
including, without limitation, broken tension strands (the "Structural Issues").
In connection therewith, Sellers hereby agree to the following: (i) Sellers have
agreed to close upon the purchase of the Property with full knowledge of the
Structural Issues in consideration of the terms provided for in this Agreement,
(ii) no Seller shall have any responsibility or liability with regard to any of
the Structural Issues, (iii) Purchaser, and anyone claiming by, through or under
Purchaser, hereby waives its right to recover from and fully and irrevocably
releases Sellers and Sellers' employees, officers, directors, directors,
representatives, agents, advisors, servants, attorneys, affiliates, parent,
subsidiaries, and successors and assigns (the "Released Parties") from any and
all claims, responsibility and/or liability that Purchaser may now have or
hereafter acquire against any of the Released Parties for any costs, loss,
liability, damage, expenses, demand, action or cause of action arising from or
related to any of the Structural Issues. Notwithstanding the foregoing the
Released Parties shall not include contractors, subcontractors, and other
persons who are unaffiliated with Sellers and who have supplied labor, materials
or equipment to a work of improvements at the Property. This release includes
claims of which Purchaser is presently unaware or which Purchaser does not
presently suspect to exist which, if known by Purchaser, would materially affect
Purchaser's release of the Released Parties. Purchaser specifically waives the
provision of any statute or principle of law which provides otherwise. In this
connection and to the extent permitted by law, Purchaser agrees, represents and
warrants that Purchaser realizes and acknowledges that factual matters now
unknown to Purchaser may have given or may hereafter give rise to causes of
action, claims, demands, debts, controversies, damages, costs, losses and
expenses which are presently unknown, unanticipated and unsuspected and
Purchaser further agrees, represents and warrants that the waivers and releases
herein have been negotiated and agreed upon in light of that realization and
that Purchaser nevertheless hereby intends to release, discharge and acquit the
Released Parties from any such unknown causes of action, claims, demands, debts,
controversies, damages, costs, losses and expenses. With respect to the claims
released in this subparagraph (iii), Purchaser expressly waives any rights or
benefits available to it under the provisions of Section 1542 of the California
Civil Code, which provides as follows:
"A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
Purchaser acknowledges that its attorney at law has explained to it the meaning and effect of this statute. Purchaser understands fully the statutory language of Section 1542 of the California Civil Code, and, with this understanding, Purchaser nevertheless elects to, and does, assume all risk for claims released under this Paragraph 3 whether arising before or after the execution of this Second Amendment and whether now known
or unknown, and Purchaser specifically waives any rights it may have under
Section 1542 of the California Civil Code. Purchaser fully understands that if
the facts with respect to which this Second Amendment is executed are later
found to be other than or different from the facts now believed by it to be
true, it expressly accepts and assumes the risk of that possible difference in
facts and agrees that this Second Amendment shall be and remain effective
notwithstanding that difference in facts, (iv) Purchaser shall defend,
indemnify, protect and hold Sellers and their respective subsidiaries,
affiliates, partners and constituent entities, and each of all of their
respective shareholders, directors, officers, representatives, employees and/or
agents harmless from and against any and all claims, liens, expenses, costs
(including, without limitation, attorneys' fees and costs and court costs),
liabilities, damages, losses, demands, actions or causes of action of whatever
kind or nature, including, without limitation, with regard to personal injury or
property damage, arising out of or in any way connected with, directly or
indirectly, any of the Structural Issues which occur on or after the date of the
closing of the Property, (v) the provisions of this Paragraph 3 are intended to
be supplementary to and not in conflict with or in derogation of any of the
provisions of the Agreement, including, without limitation, Section 4.6 thereof,
and (vi) the provisions of this Paragraph 3 shall survive closing.
4. Six Million Dollars ($6,000,000) of the Deposit is to be applied in connection with the closing of the following properties on October 27, 2004: (i) Ocean Villas, (ii) Villas at Carlsbad, (iii) Villas at Bonita, (iv) Villas at San Dimas Canyon, (v) Coronado North, (vi) Arboretum, and (vi) Villa Venetia. In connection with same, the parties agree that the entire Six Million Dollars ($6,000,000) of the Deposit, together with all accrued interest thereon, shall be applied toward the purchase price for Villa Venetia.
5. The terms of this Agreement shall be interpreted in accordance with the laws of the State of California, without regard to any conflict of law issues.
6. Except as expressly set forth in this Second Amendment, all other terms and provisions of the Agreement shall remain unmodified hereby. The Agreement, as modified herein, is hereby incorporated herein in its entirety and a part hereof, and Sellers and Purchaser hereby ratify the Agreement (as amended hereby) and agree and acknowledge that the Agreement is in full force and effect.
7. This Second Amendment maybe executed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. This Second Amendment shall be binding upon Sellers and Purchaser upon each party's delivery via telefacsimile of executed counterparts of the signature page taken from identical counterparts of this Second Amendment.
8. Purchaser represents and warrants that it still retains any and all rights of purchaser under the Agreement and has not assigned any such rights to any other party. Sellers acknowledge that Purchaser will assign the Agreement to certain of its Affiliates immediately following the effectiveness of this Second Amendment, provided that any such assignment shall be accomplished in accordance with the terms of the Agreement. The provisions of this Paragraph 8 shall survive closing.
IN WITNESS WHEREOF, the undersigned have executed this Second Amendment as of the date and year first above written.
PURCHASER:
United Dominion Realty, L.P.,
a Delaware limited partnership
By: United Dominion Realty Trust, Inc.,
a Maryland corporation, its
General Partner
By: /s/ W. Mark Wallis
------------------------
W. Mark Wallis
Senior Executive Vice President
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SELLERS:
ESSEX THE CREST, L.P.
By: Essex Apartment Value Fund, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Jordan E. Ritter
---------------------------
Jordan E. Ritter
Senior Vice President
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ESSEX EL ENCANTO APARTMENTS, L.P.
By: Essex Apartment Value Fund, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Jordan E. Ritter
----------------------------
Jordan E. Ritter
Senior Vice President
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ESSEX HUNT CLUB APARTMENTS, L.P.
By: Essex Apartment Value Fund, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Jordan E. Ritter
----------------------------
Jordan E. Ritter
Senior Vice President
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ESSEX ROSEBEACH APARTMENTS, L.P.
By: Essex Apartment Value Fund, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Jordan E. Ritter
----------------------------
Jordan E. Ritter
Senior Vice President
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ESSEX ANDOVER PARK APARTMENTS, L.P.
By: Essex Apartment Value Fund, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Jordan E. Ritter
----------------------------
Jordan E. Ritter
Senior Vice President
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ESSEX RIVERMARK APARTMENTS, L.P.
By: Essex Apartment Value Fund, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Jordan E. Ritter
----------------------------
Jordan E. Ritter
Senior Vice President
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ESSEX ARBORETUM APARTMENTS, L.P.
By: Essex Apartment Value Fund, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Jordan E. Ritter
----------------------------
Jordan E. Ritter
Senior Vice President
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ESSEX OCEAN VILLA APARTMENTS, L.P.
By: Essex Apartment Value Fund, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Jordan E. Ritter
----------------------------
Jordan E. Ritter
Senior Vice President
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ESSEX CARLSBAD APARTMENTS, L.P.
By: Essex Apartment Value Fund, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Jordan E. Ritter
----------------------------
Jordan E. Ritter
Senior Vice President
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ESSEX SAN DIMAS BONITA APARTMENTS, L.P.
By: Essex Apartment Value Fund, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Jordan E. Ritter
----------------------------
Jordan E. Ritter
Senior Vice President
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ESSEX SAN DIMAS CANYON APARTMENTS, L.P.
By: Essex Apartment Value Fund, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Jordan E. Ritter
----------------------------
Jordan E. Ritter
Senior Vice President
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ESSEX HUNTINGTON BEACH APARTMENTS, L.P.
By: Essex Apartment Value Fund, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Jordan E. Ritter
----------------------------
Jordan E. Ritter
Senior Vice President
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ESSEX VILLA VENETIA APARTMENTS, L.P.
By: Essex Apartment Value Fund, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Jordan E. Ritter
----------------------------
Jordan E. Ritter
Senior Vice President
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ESSEX NEWPORT BEACH NORTH LLC
By: Newport Beach North, Inc.,
its managing member
By: /s/ Jordan E. Ritter
------------------------------------
Jordan E. Ritter
Senior Vice President
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ESSEX NEWPORT BEACH SOUTH LLC
By: Newport Beach South, Inc.,
its managing member
By: /s/ Jordan E. Ritter
------------------------------------
Jordan E. Ritter
Senior Vice President
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ESSEX WOODLAND APARTMENTS, L.P.
By: Essex Apartment Value Fund, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, L.P.,
a Delaware limited partnership,
its general partner
By: Essex VFGP, Inc.,
a Delaware corporation,
its general partner
By: /s/ Jordan E. Ritter
----------------------------
Jordan E. Ritter
Senior Vice President
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APPROVAL OF 1031 EXCHANGE
ACCOMODATOR FOR CORONADO NORTH:
1031 STRATEGIES AND SERVICES, INC.
By: /s/ Toby Jackson
----------------------------------------
Its: Vice President
---------------------------------------
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JOINDER OF ESSEX APARTMENT VALUE FUND, L.P.
The undersigned, ESSEX APARTMENT VALUE FUND, L.P., a Delaware limited partnership, hereby joins in this Second Amendment solely for the purpose of confirming that it shall be jointly and severally liable to Purchaser on a primary basis, and not merely as a surety, for any and all obligations of the Sellers pursuant to Sections 3.3, 4.2, 4.7, 5.6 and 5.8 of the Agreement, notwithstanding this Second Amendment, which obligations (except to the extent survival of the same are limited as to Sellers pursuant to such Sections) and this Joinder shall survive the Closings and the recordation of the Deeds, and shall not be deemed merged into such Deeds or the other documents and instruments delivered at such Closing.
Essex Apartment Value Fund, L.P., a Delaware limited partnership, its general partner
By: Essex VFGP, L.P., a Delaware limited partnership, its general partner
By: Essex VFGP, Inc., a Delaware corporation, its general partner
By: /s/ Jordan E. Ritter
--------------------------------
Jordan E. Ritter
Senior Vice President
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JOINDER OF UNITED DOMINION REALTY TRUST, INC.
The undersigned, United Dominion Realty Trust, Inc., a Maryland corporation, hereby joins in this Second Amendment solely for the purpose of confirming that it shall be jointly and severally liable to Sellers on a primary basis, and not merely as a surety, for any and all obligations of the Purchaser (defined as "Buyer" in the Agreement) pursuant to Section 4.5 of the Agreement, notwithstanding this Second Amendment, which obligations and this Joinder shall survive the Closings and the recordation of the Deeds and shall not be deemed merged into such Deeds or the other documents and instruments delivered at such Closing.
United Dominion Realty Trust, Inc., a Maryland corporation
By: /s/ W. Mark Wallis
--------------------------------------
W. Mark Wallis
Senior Executive Vice President
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