A revised copy of each of the documents is attached.  Only change is to delete the reference to Exhibit "D" of the Master Facilities Agreement.
 
John

________________________________

From: Hill, John 
Sent: Friday, February 05, 2010 12:45 PM
To: 'Lea Dunn'; 'Tom Lamberth'; 'Hoffman, Leonard'
Cc: 'Nancy Cline'; Clay Barnett; 'Carmen Moran'
Subject: Vitruvian


For review, the first attachment is a red-lined revision of the draft amendment; second attachment is a clean copy of the draft.  These are being provided in the interest of time and
are subject to further revisions.
 
A couple of comments:
 
1.    I’m have some concerns with deleting the language in the fourth “Whereas” clause regarding UDR’s control of the DCO entities.  Does UDR really need the consent of third parties
before it directs how it directs a DCO entity?  For example, if DCO Glenwood needs to grant an easement across the property that it owns, if there is an existing lender for that property,
then the lender would need to consent to the easement.  But UDR wouldn’t have to obtain the lender’s consent before it directed DCO Glenwood to grant the easement.

 

2.    As of the time of the sending of this e-mail, I have not received from Clay a list of items that the project construction engineer will perform, so what is included in the attached
will need to be revised.

 

3.    Regarding the insolvency paragraph, I have not had a chance to run the proposed change by our bankruptcy counsel, but will do so.  Therefore, the proposed change has not been included.

 

Please provide any comments.

 

Thanks.

 

John