Boston Capital Real Estate Investment Trust Inc – ‘S-11/A’ on 4/9/04 – EX-10.32

On:  Friday, 4/9/04, at 12:13pm ET   ·   Accession #:  1047469-4-11470   ·   File #:  333-108426

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Pre-Effective Amendment to Registration Statement for Securities of a Real Estate Company   —   Form S-11
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-11/A      Pre-Effective Amendment to Registration Statement    259   1.12M 
                          for Securities of a Real Estate Company                
 2: EX-1.1      Underwriting Agreement                                22     82K 
 3: EX-3.1      Articles of Incorporation/Organization or By-Laws     54    245K 
 4: EX-5.1      Opinion re: Legality                                   2     16K 
 5: EX-8.1      Opinion re: Tax Matters                                3     21K 
 6: EX-10.1     Material Contract                                     16     69K 
14: EX-10.10    Material Contract                                     31±   178K 
15: EX-10.11    Material Contract                                     20    163K 
16: EX-10.13    Material Contract                                      5     27K 
17: EX-10.14    Material Contract                                     72    372K 
18: EX-10.15    Material Contract                                     61    336K 
 7: EX-10.2     Material Contract                                     10     43K 
19: EX-10.23    Material Contract                                     34    106K 
20: EX-10.24    Material Contract                                      1     12K 
21: EX-10.25    Material Contract                                     35    112K 
22: EX-10.26    Material Contract                                      1     13K 
23: EX-10.27    Material Contract                                      2     16K 
24: EX-10.28    Material Contract                                      4     27K 
25: EX-10.29    Material Contract                                      3     19K 
 8: EX-10.3     Material Contract                                      9     39K 
26: EX-10.30    Material Contract                                     26     91K 
27: EX-10.31    Material Contract                                      1     12K 
28: EX-10.32    Material Contract                                      2     15K 
29: EX-10.33    Material Contract                                      3     17K 
30: EX-10.34    Material Contract                                      2     15K 
31: EX-10.35    Material Contract                                      1     12K 
 9: EX-10.4     Material Contract                                      3     17K 
10: EX-10.5     Material Contract                                     13     65K 
11: EX-10.7     Material Contract                                     18     63K 
12: EX-10.8     Material Contract                                      5     32K 
13: EX-10.9     Material Contract                                     19    151K 
32: EX-23.1     Consent of Experts or Counsel                          2±    14K 
33: EX-99       Miscellaneous Exhibit                                 12     50K 

EX-10.32   —   Material Contract
Exhibit Table of Contents

EX-10.32
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                                                                   Exhibit 10.32

ASSIGNMENT OF REAL ESTATE SALE AGREEMENT

For good and valuable consideration, the receipt of which is hereby   
acknowledged, BC-GFS LLC, a Delaware limited liability company ("Assignor"),    
hereby assigns, transfers and sets over to GFS Alderwood LLC, a Washington      
limited liability company ("Assignee"), all of Assignor's right, title and      
interest with respect to the real property and improvements commonly known as   
the Alderwood Park Apartments, located in Lynnwood, Washington and legally      
described on Exhibit A attached hereto, under that certain Real Estate Sale     
Agreement dated July 11, 2002, as amended by that certain Reinstatement and     
First Amendment dated October 23, 2002 (collectively, the "Agreement"),         
originally between ERP Operating Limited Partnership, an Illinois limited       
partnership, EQR-Alderwood Limited Partnership, a Washington limited            
partnership, and EQR-Wellington, L.L.C., a Delaware limited liability company,  
as Sellers, and Goodman Financial Services, Inc. ("Goodman") as Purchaser, and  
assigned by Goodman to Assignor pursuant to that certain Assignment of Real     
Estate Sale Agreement of even date herewith.                                    

DATED this 16th day of December, 2002.                                

ASSIGNOR:                    BC-GFS LLC,                              
                        a Delaware limited liability company

                     By:  GFS Equity Management LLC, a
                                   Washington limited liability company,
         its manager

                      By:  /s/ John A. Goodman
                                       -----------------------------------
                                John A. Goodman, Manager

ASSIGNEE:                    GFS ALDERWOOD LLC,                       
                          a Washington limited liability company

                                 By:  BC-GFS LLC, a Delaware limited liability
                  company, its manager

                                By:   GFS Equity Management LLC, a
                                      Washington limited liability
                              company, its manager

                                 By: /s/ John A. Goodman
                                                --------------------------------
                                          John A. Goodman, Manager

EX-10.32
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 EXHIBIT A

 LEGAL DESCRIPTiON

PARCEL A:                                                                       

THE SOUTH HALF OF THE NORTH HALF OF THE NORTHWEST QUARTER OF THE NORTHEAST      
QUARTER AND NORTH 20 FEET OF SOUTH HALF OF THE NORTHWEST QUARTER OF THE         
NORTHEAST QUARTER OF SECTION 15, TOWNSHIP 27 NORTH, RANGE 4 EAST, W.M., IN      
SNOHOMISH COUNTY, WASHINGTON; EXCEPT THE WEST 40 FEET THEREOF CONVEYED TO THE   
CITY OF LYNNWOOD BY DEED RECORDED UNDER RECORDING NO. 7901030238; ALSO EXCEPT   
THE NORTH 1 FOOT OF THE EAST 401 FEET THEREOF CONVEYED TO THE CITY OF LYNNWOOD  
BY DEED RECORDED UNDER RECORDING NO. 8009100136.                                
ASSESSORS PARCEL NO. 27041500100100                                             

PARCEL B:                                                                       

THOSE CERTAIN EMERGENCY VEHICLE ACCESS EASEMENT AND STORM DRAINAGE SEWER        
EASEMENTS RIGHTS OVER AND ACROSS A PORTION OF THE NORTHEAST QUARTER OF THE      
NORTHEAST QUARTER OF SECTION 15, TOWNSHIP 27 NORTH, RANGE 4 EAST, W.M., IN      
SNOHOMISH COUNTY, WASHINGTON, AS MORE FULLY DESCRIBED IN THAT CERTAIN "EASEMENT 
AND. AGREEMENT" RECORDED JULY 6, 1982, UNDER RECORDING NO. 8207060176; EXCEPT   
THEREFROM ANY PORTION THEREOF LYING WITHIN A PUBLIC STREET.                     

PARCEL C:                                                                       

THOSE CERTAIN EASEMENTS FOR SLOPES SUPPORT, GRADING, INSTALLATION OF RIP-RAP AND
EXCAVATING AS DESCRIBED IN THAT CERTAIN "EASEMENT AND AGREEMENT" RECORDED       
NOVEMBER 3, 1982 UNDER RECORDING NO. 8211030208.                                

Dates Referenced Herein

				Referenced-On Page
This ‘S-11/A’ Filing		Date		First		Last			Other Filings
Filed on:		4/9/04							None on these Dates
		10/23/02		1
		7/11/02		1
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