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Acknowledgment and Consent
Acknowledgment and Consent (87K)
Doc #111864: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-4.13
{SEQUENCE}3
{PAGE}
EXHIBIT 4.13
ACKNOWLEDGMENT AND CONSENT
THIS ACKNOWLEDGMENT AND CONSENT (this "Agreement") dated as of June 12,
2002 is by and among Merrill Lynch Private Finance Inc., a Delaware corporation
("Lender"), The Boyer Company, L.C., a Utah limited liability company
("Borrower"), HCPI/Utah, LLC, a Delaware limited liability company (the "Down
REIT Sub"), each of the entities that is affiliated with Borrower and that is a
signatory hereto under the designation "Pledgor" (individually and collectively,
as the context requires, "Pledgor"), and Health Care Property Investors, Inc., a
Maryland corporation ("HCPI").
RECITALS:
1. Each Pledgor is a Non-Managing Member of the Down REIT Sub pursuant to
that certain Amended and Restated Limited Liability Company Agreement of
HCPI/Utah, LLC, dated as of January 20, 1999, as amended by Amendment Nos. 1, 2,
3, 4, 5, 6, 7, 8 and 9 dated as of June 30, 1999, November 12, 1999, January 12,
2000, March 1, 2000, December 1, 2000, March 16, 2001, March 30, 2001, October
1, 2001 and October 30, 2001, respectively (the "LLC Agreement"). Further, each
Pledgor is the record owner of the number of Non-Managing Member Units, as set
forth opposite such Pledgor's name on Exhibit A attached hereto (collectively,
the "Pledged Units"). As of the date of this Agreement, the Pledged Units are
evidenced by the LLC Unit Certificates referred to on Exhibit A (collectively,
the "Certificates"). All references herein to the Pledged Units shall include
all additional or substituted Non-Managing Member Units, from time to time
pledged to Lender pursuant to the Loan Agreement, as defined below, and all
references herein to the Certificates shall include the Certificates related to
such additional or substituted Non-Managing Member Units.
2. Lender is a party to that certain Loan and Collateral Account Agreement
(Demand Loan), dated as of the date hereof, by and among Borrower, Pledgor,
Lender and Merrill Lynch, Pierce, Fenner & Smith Incorporated (as such agreement
has been or may hereafter be amended, supplemented or otherwise modified from
time to time, the "Loan Agreement"), whereby Lender has agreed to lend to
Borrower from time to time, on a revolving basis, an amount not to exceed
$20,000,000 as presently established.
3. Pursuant to the Loan Agreement, the loan contemplated therein is secured
by, inter alia, (i) all of Pledgor's right, title and interest in the Pledged
Units, and (ii) all of Pledgor's right, title and interest in the Registration
Rights Agreement dated as of June 30, 1999 among Boyer-BPMA Holdings, L.C., a
Utah limited liability company ("Boyer-BPMA"), Spring Creek Medical Building,
L.L.C., a Utah limited liability company, and HCPI, as amended, and those
certain Registration Rights Agreements between each Pledgor (other than
Boyer-BPMA) and HCPI, as amended with respect to certain of the Pledged Units
(individually and collectively, referred to herein as the "Registration Rights
Agreement"). The loan contemplated in the Loan Agreement is also secured,
pursuant to the Loan Agreement, by similar collateral security pertaining to
HCPI/Utah II, LLC, a Delaware limited liability company ("HCPI/Utah II, LLC") as
confirmed in the Acknowledgment and Consent, dated as of the date hereof (the
"Utah II Acknowledgment and Consent"), among Lender, Borrower, HCPI, HCPI/Utah
II, LLC and certain other pledgors specified therein.
{PAGE}
4. The parties hereto desire to enter into this Agreement for the purpose
of setting forth certain agreements among Lender, Borrower, Pledgor, HCPI and
the Down REIT Sub with respect to the Collateral.
5. Capitalized terms used but not otherwise defined herein shall have the
respective meanings ascribed to them in the LLC Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Definitions. As used in this Agreement, the following terms shall have the
-----------
meanings hereinafter set forth unless the context shall otherwise require.
a. "Collateral" shall mean, collectively, the Pledged Units, the Pledged
Shares and any and all securities issued or issuable on the conversion
or redemption of the Pledged Units or Pledged Shares, or cash or other
distributions of every kind in respect of any of the foregoing.
b. "Commission" shall mean the Securities and Exchange Commission.
c. "Default" shall mean a Remedy Event as defined in the Loan Agreement
or a demand under Section 8.3 of the Loan Agreement.
d. "Material Adverse Effect" shall mean (i) an adverse condition or event
material to, (ii) a material adverse effect on, or (iii) a material
adverse change in, as the case may be, any one or more of the
following: (A) the business, assets, results of operations, financial
condition or prospects of HCPI or the Down REIT Sub, as the case may
be, or (B) the ability of HCPI or the Down REIT Sub, as the case may
be, to perform its obligations under any material contract to which it
is a party.
e. "Pledged Shares" shall mean REIT Shares which are exchanged by HCPI
for any Pledged Units which are tendered to HCPI, as the Managing
111864
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Health Care
As referenced in this Acknowledgment and Consent:
Health Care Property Investors, – is affiliated with Borrower and that is a
signatory hereto under the designation "Pledgor" (individually and collectively,
as the context requires, "Pledgor"), and Health Care Property Investors, Inc., a
Maryland corporation ("HCPI").
RECITALS:
1. Each Pledgor is a Non-Managing Member of the Down REIT Sub pursuant to
that
_____________
Health Care Property Investors, – Los Angeles, CA 90067
Attention: Jay D. Sanders
Telephone No.: 310-407-4943
Telecopier: 310-284-2835
HCPI and/or Down REIT Sub: Health Care Property Investors, Inc.
4675 MacArthur Court, Suite 900
Newport Beach, California 92660
Attention: Legal Department
Telephone No.: (949) 221-0600
Telecopier: (949) 221-0607
_____________
HEALTH CARE PROPERTY
INVESTORS, – By: /s/ Steve Ostler
-----------------------------------------
Date: 6/12/02
---------------------------------------
Title: Manager
--------------------------------------
THE DOWN REIT SUB:
HCPI/UTAH, LLC,
a Delaware limited liability company
By: HEALTH CARE PROPERTY
INVESTORS, INC., its Managing Member
By: /s/ Edward J. Henning
----------------------------------
Date: 6/12/02
--------------------------------
Title: Senior Vice President
-------------------------------
HCPI:
HEALTH CARE PROPERTY INVESTORS,
_____________
HEALTH CARE PROPERTY INVESTORS, – By: HEALTH CARE PROPERTY
INVESTORS, INC., its Managing Member
By: /s/ Edward J. Henning
----------------------------------
Date: 6/12/02
--------------------------------
Title: Senior Vice President
-------------------------------
HCPI:
HEALTH CARE PROPERTY INVESTORS, INC.,
a Maryland corporation
By: /s/ Edward J. Henning
-----------------------------------------
Date: 6/12/02
---------------------------------------
Title: Senior Vice President
--------------------------------------
17
{PAGE}
PLEDGORS:
AMARILLO BELL
_____________
dt 111554
;
|
 MLBFS
As referenced in this Acknowledgment and Consent:
Merrill Lynch, Pierce, Fenner & Smith – Demand Loan), dated as of the date hereof, by and among Borrower, Pledgor,
Lender and Merrill Lynch, Pierce, Fenner & Smith Incorporated (as such agreement
has been or may hereafter be amended, supplemented or otherwise
dt 43881
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Limited Liability Company Agreement [Delaware]
Limited Liability Company Agreement [Delaware] (75K)
Doc #111869: Click preview link for longer preview.
LIMITED LIABILITY COMPANY AGREEMENT
FOR
731 COMMERCIAL LLC,
A DELAWARE LIMITED LIABILITY COMPANY
(COMMERCIAL PARCEL)
This Limited Liability Company Agreement ("AGREEMENT") of 731 COMMERCIAL
LLC, a Delaware limited liability company (the "COMPANY") is made as of and is
effective the 3rd day of July, 2002, by 731 Commercial Holding LLC, a
Delaware limited liability company, as the sole member ("Member"), Domenic A.
Borriello (in his capacity as the initial "INDEPENDENT MANAGER 1"), and Kim E.
Lutthans (in her capacity as the initial "INDEPENDENT MANAGER 2").
RECITALS
A. A Certificate (as hereinafter defined) for the Company was executed and
delivered on May 31, 2002 and filed on June 3, 2002 with the Secretary of State
of the State of Delaware, thereby forming the Company as a limited liability
company pursuant to the provisions of the Act (as hereinafter defined).
B. The Member, Special Member 1 and Special Member 2 wish to operate the
Company in accordance with the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein (the receipt and sufficiency of which are acknowledged by each
party hereto), the parties hereto, intending to be legally bound, do hereby
agree as follows:
1. DEFINITIONS.
When used in this Agreement, the following terms shall have the meanings
set forth below (terms used in this Agreement that are not defined in this
Article 1 shall have the meanings set forth elsewhere in this Agreement or in
Section 18-101 of the Act):
1.1 "ACT" shall mean the Delaware Limited Liability Company Act (6 Del. C.
Section 18-101, et. seq.), as the same may be amended from time to time.
1.2 "AFFILIATE" shall mean a Person or Persons directly or indirectly,
through one or more intermediaries, controlling, controlled by or under common
control with the Person or Persons in question. The term "control", as used in
the immediately preceding sentence, shall mean, with respect to a Person that is
a corporation, the right to exercise, directly or indirectly, more than 20% of
the voting rights attributable to the shares of the controlled corporation and,
with respect to a Person that is not a corporation, the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of the controlled Person.
111869
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Alexander's
As referenced in this Limited Liability Company Agreement [Delaware]:
Alexander's, Inc – 1.3 "AGREEMENT" shall mean this Limited Liability Company Agreement for
731 Commercial LLC, as originally executed and as amended from time to time.
1.4 "ALEXANDER'S" shall mean Alexander's, Inc ., a Delaware corporation.
1.5 "ALEXANDER'S REIMBURSEMENT AGREEMENT" shall have the meaning provided
in the Loan Agreement.
1.6 "BANKRUPTCY ACTION" shall have the meaning set forth in
_____________
Alexander's, Inc – o The Corporation Trust Company,
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County
of New Castle. In addition, the Company shall maintain its principal office at
c/o Alexander's, Inc ., 888 Seventh Avenue, New York, New York 10019, or at such
other place as Principal Manager may determine. The registered office,
registered agent and principal office of the Company
_____________
Alexander's, Inc – from time to time by Principal Manager.
2.5 ADDRESS OF MEMBER. The address of Member as the sole Member as of the
date of this Agreement is c/o Alexander's, Inc ., 888 Seventh Avenue, New York,
New York 10019, Attention: Chief Executive Officer. Any successor Member who is
admitted shall notify the Member and the Company of its address upon
_____________
Alexander's, Inc – assets, funds, liabilities or
business functions of any other person or entity (other than (i) Residential SPE
(a) as co-borrower under the Loan and (b) as co-obligor to Alexander's, Inc .
under the Alexander's Reimbursement Agreement for the reimbursement of payments
under the Guaranties and (ii) Alexander's and Residential SPE as co-obligors to
Vornado under the Vornado
_____________
Alexander's, Inc – IN WITNESS WHEREOF, Member and the Independent Managers have executed this
Agreement, effective as of the date first written above.
731 COMMERCIAL HOLDING LLC
a Delaware limited liability company
By: Alexander's, Inc ., member
By: /s/ Brian Kurtz
---------------------------------
Name: Brian Kurtz
-------------------------
Title: Assistant Secretary
-------------------------
INDEPENDENT MANAGERS:
/s/ Domenic A. Borriello
----------------------------------
Name: Domenic A. Borriello
/s/ Kim E. Lutthans
----------------------------------
Name: Kim E. Lutthans
_____________
dt 1424802
;
CTC
As referenced in this Limited Liability Company Agreement [Delaware]:
Corporation Trust Company, – The registered office and registered
agent of the Company in Delaware are c/o The Corporation Trust Company,
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County
of New Castle. In
dt 46738
;
| 731 Commercial LLC
|
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| 2003 |
Limited Partnership Agreement
Limited Partnership Agreement (95K)
Doc #113655: Click preview link for longer preview.
LIMITED PARTNERSHIP AGREEMENT
OF
KOGER POST OAK LIMITED PARTNERSHIP
THIS AGREEMENT of Limited Partnership is made and entered into as of
December 2, 2002, by and between KOGER POST OAK, INC., a Delaware corporation
("KPO" or "General Partner"), and KOGER EQUITY, INC. ("KE" or "Limited
Partner").
WITNESSETH:
WHEREAS, the Partners desire to enter into this Agreement to more fully set
forth their respective rights and obligations.
IN WITNESS WHEREOF, the parties hereto do hereby agree to the following
terms and conditions:
Section 1. Definitions. As used in this Agreement, the following terms
have the definitions as hereinafter indicated (unless otherwise specifically
indicated):
"Adjusted Capital Account Deficit" shall mean, with respect to any Partner,
the deficit balance, if any, in such Partner's Capital Account as of the end of
the applicable fiscal year after (i) crediting thereto any amounts which such
Partner is, or is deemed to be, obligated to restore pursuant to Regulations ss.
1.704-2(g)(1) and ss. 1.704-2(i)(5) and (ii) debiting such Capital Account by
the amount of the items described in Regulations ss. 1.704-1(b)(2)(ii)(d)(4),
(5) and (6). The foregoing definition of Adjusted Capital Account Deficit is
intended to comply with the provisions of Regulation ss. 1.704-1(b)(2)(ii)(d)
and shall be interpreted consistently therewith.
"Affiliate" means any Person that directly or indirectly Controls, is
Controlled By, or is Under Common Control With any Partner, and any spouse,
ancestor or lineal descendant of any individual Partner.
"Agreement" means this Limited Partnership Agreement, as it may be amended
or modified from time to time in accordance with Section 21.
"Capital Account" means an amount computed as provided in Section 5.5.
"Capital Contribution(s)" means, with respect to any Partner, the aggregate
amount contributed by such Partner to the capital of the Partnership.
"Capital Loan" shall have the meaning provided in Section 16.1 hereof.
"Certificates" means any issue of securities issued in respect of a pool of
mortgage loans that includes the First Mortgage.
113655
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Citibank
As referenced in this Limited Partnership Agreement:
Citibank, N.A. – association, limited liability company or other entity.
"Prime Rate" shall mean the prime rate announced as such from time to time
in the Citibank, N.A. as in effect from time to time. Any interest payable under
this Agreement with reference to the Prime Rate shall be adjusted
_____________
dt 145771
;
Koger Equity
As referenced in this Limited Partnership Agreement:
KOGER EQUITY, – and entered into as of
December 2, 2002, by and between KOGER POST OAK, INC., a Delaware corporation
("KPO" or "General Partner"), and KOGER EQUITY, INC. ("KE" or "Limited
Partner").
WITNESSETH:
WHEREAS, the Partners desire to enter into this Agreement to more fully set
forth their respective
_____________
Koger Equity, – and 3050 Post Oak
Boulevard, Houston, Texas.
4
{PAGE}
"Purchase and Sale Agreements" shall mean that certain Agreement of
Purchase and Sale between Koger Equity, Inc. and 4849 Greenville I, Ltd. dated
October 4, 2002 and between Koger Equity, Inc. and West Oak/Nissei Associates
dated October
_____________
Koger Equity, – mean that certain Agreement of
Purchase and Sale between Koger Equity, Inc. and 4849 Greenville I, Ltd. dated
October 4, 2002 and between Koger Equity, Inc. and West Oak/Nissei Associates
dated October 8, 2002.
"Rating Agency" means any nationally recognized rating agency that has been
requested
_____________
KOGER EQUITY, – the same instrument.
GENERAL PARTNER:
KOGER POST OAK, INC., a Delaware corporation
By: /S/ Thomas J. Crocker
-------------------------------------------
Thomas J. Crocker, President
LIMITED PARTNERS:
KOGER EQUITY, INC.
By: /S/ Thomas J. Crocker
------------------------------------------
Thomas J. Crocker, President
30
{PAGE}
EXHIBIT A
Legal description of Property
31
{PAGE}
{TABLE}
{CAPTION}
_____________
Koger Equity, – Legal description of Property
31
{PAGE}
{TABLE}
{CAPTION}
SCHEDULE A
-----------
Column I Column II
Limited Partners: Initial Contribution Percentage Interest
---------------- -------------------- -------------------
{S} {C} {C}
Koger Equity, Inc. $2,997,000 99.9%
433 Plaza Real
Suite 335
Boca Raton, FL 33432
General Partner:
----------------
Koger Post Oak, Inc. $3,
_____________
dt 110691
;
Citibank
As referenced in this Limited Partnership Agreement:
Citibank, N.A. – association, limited liability company or other entity.
"Prime Rate" shall mean the prime rate announced as such from time to time
in the Citibank, N.A. as in effect from time to time. Any interest payable under
this Agreement with reference to the Prime Rate shall be adjusted
_____________
dt 145771
;
|
Column Financial
As referenced in this Limited Partnership Agreement:
Column Financial, – means as the term is defined in the Certificate of
Incorporation of the General Partner.
"IRS" means the Internal Revenue Service.
"Lender" means Column Financial, Inc., a Delaware corporation, and its
successors and assigns.
"Limited Partner" shall mean KE.
"Loan Documents" shall mean (i) the First Mortgage
_____________
Column Financial, – under any of the
loan documents entered into in connection with the First Mortgage and except for
matters relating to the financing with Column Financial, Inc., the General
Partner shall not individually or on behalf of the Partnership undertake, or
cause to be taken, or to the
_____________
dt 126072
;
Koger Post Oak Limited Partnership
|
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Limited Liability Company Agreement [Amended and Restated]
Limited Liability Company Agreement [Amended and Restated] (148K)
Doc #115784: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10.4
{SEQUENCE}6
EXHIBIT 10.4
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
RSVP HOLDINGS, LLC
This Amended and Restated Limited Liability Company Agreement of RSVP
HOLDINGS, LLC, a Delaware limited liability company (the "Company"), is made as
of April 29, 2003, among the Company, RSI FUND MANAGEMENT LLC, a Delaware
limited liability company ("RSI Management"), as the Class A Member, as a Class
B member and as the Managing Member, NEW WORLD REALTY, LLC, a Delaware limited
liability company ("NW"), as a Class B Member, and RSVP MANAGEMENT PARTNERS,
LLC, a Delaware limited liability company ("Management Partners"), as a Class B
Member, and any other Persons (as defined below) who become members of the
Company from time to time in accordance with the provisions hereof
(collectively, the "Members"). Certain capitalized terms used in this Agreement
are defined in Schedule A.
WHEREAS, as of the Effective Date, RSI Management shall be the sole
Class A Member and the sole Managing Member and each of RSI Management and
Management Partners shall become and NW shall remain a Class B Member;
WHEREAS, the Company was formed under the Delaware Limited Liability
Company Act, 6 Del. C. Section 18-101, et seq., as amended from time to time
(the "Delaware Act"), by causing to be filed a Certificate of Formation of the
Company with the Office of the Secretary of State of the State of Delaware on
February 17, 1998;
WHEREAS, the Members entered into a written agreement (the "Original
Agreement"), in accordance with Section 18-201(d) of the Delaware Act, as to the
affairs of the Company and the conduct of its business dated as of February 26,
1998, Management Partners has a subordinated financial interest in the Company,
and such parties desire to amend and restate such agreement; and
NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Members hereby amend and
restate the Original Agreement in its entirety as follows:
{PAGE}
ARTICLE I
GENERAL PROVISIONS
Section 1.01 Effectiveness. The effectiveness of the terms and
provisions of this Agreement and each of the other Related Documents is subject
to (i) the execution and delivery of this Agreement and each of the other
Related Documents by each of the parties thereto, and (ii) the Effective Date
occurring on or prior to August 15, 2003, subject to extension or re-extension
by RSI Management of the Effective Date, in its sole discretion, until not later
than October 14, 2003 and provided that such date may be further extended by the
mutual agreement of RSI Management and NW in their respective sole discretion
(such date, as may be so extended, the "Termination Date"). If the Effective
Date does not occur on or prior to the Termination Date, then this Agreement and
each of the other Related Documents shall be terminated and this Agreement and
each of the other Related Documents shall be null and void ab initio, without
prejudice to the rights of any of the parties to this Agreement.
Section 1.02 Company Name. The name of the Company is "RSVP Holdings,
LLC."
Section 1.03 Registered Office, Registered Agent. The Company shall
maintain a registered office in the State of Delaware. The name and address of
the Company's current registered agent in the State of Delaware is The
Prentice-Hall Corporation System, Inc., 1013 Centre Road, Wilmington, Delaware
19805-1297.
Section 1.04 Nature of Business; Permitted Powers. The purposes of the
Company are (i) to act as the sole member of RSVP pursuant to the amended and
restated limited liability company agreement of RSVP, which amended and restated
limited liability company agreement is effective as of the Effective Date, and
to direct RSVP's actions as the controlling member of RAP, and (ii) in
connection with clause (i) above, to directly and indirectly acquire, own, hold,
monitor, vote, sell, exchange, dispose of and exercise all rights and remedies
with respect to all of the assets and liabilities of the Company, RSVP, RAP and
their respective subsidiaries. In addition, subject to the provisions of Section
3.02(b), the Company may conduct such other business and take such other actions
as may be attendant to said purposes or otherwise approved by the Members and
which shall be a lawful act or activity for which limited liability companies
may be formed under the Delaware Act.
Section 1.05 Fiscal Year. Unless and until otherwise determined by the
Managing Member, the fiscal year of the Company for federal income tax purposes
shall, except as otherwise required in accordance with the Code, end on December
31 of each year (each, a "Fiscal Year").
Section 1.06 Term. The term of the Company (the "Term") shall continue
until all of the assets of the Company, RSVP and RAP have been sold and the
proceeds from such sales have been distributed and all obligations under the
Management Agreement to the Asset Manager (as defined therein) have been paid,
115784
|
FrontLine
As referenced in this Limited Liability Company Agreement [Amended and Restated]:
Frontline Capital Group, – the sale,
transfer, merger, recapitalization or similar transaction, including, without
limitation, any transaction that results in a change of control of any of
Frontline Capital Group, Reckson Associates Realty Corp. or ROP or any interest
in any of the foregoing.
(b) Notwithstanding anything to the contrary in this
_____________
Frontline Capital Group, – date
hereof, by and among the Company, RSI
Management, NW, New World Realty Management,
LLC, a Delaware limited liability company,
RAP, RSVP and Frontline Capital Group, a
Delaware corporation.
-------------------------------------------------------------------------------
"RSVP" shall mean Reckson Strategic Venture
Partners, LLC, a Delaware limited liability
company.
-------------------------------------------------------------------------------
"Sale Transaction" means any sale, assignment,
_____________
dt 236469
;
FrontLine
As referenced in this Limited Liability Company Agreement [Amended and Restated]:
Frontline Capital Group, – the sale,
transfer, merger, recapitalization or similar transaction, including, without
limitation, any transaction that results in a change of control of any of
Frontline Capital Group, Reckson Associates Realty Corp. or ROP or any interest
in any of the foregoing.
(b) Notwithstanding anything to the contrary in this
_____________
Frontline Capital Group, – date
hereof, by and among the Company, RSI
Management, NW, New World Realty Management,
LLC, a Delaware limited liability company,
RAP, RSVP and Frontline Capital Group, a
Delaware corporation.
-------------------------------------------------------------------------------
"RSVP" shall mean Reckson Strategic Venture
Partners, LLC, a Delaware limited liability
company.
-------------------------------------------------------------------------------
"Sale Transaction" means any sale, assignment,
_____________
dt 236469
;
|
Reckson
As referenced in this Limited Liability Company Agreement [Amended and Restated]:
Reckson Associates Realty – merger, recapitalization or similar transaction, including, without
limitation, any transaction that results in a change of control of any of
Frontline Capital Group, Reckson Associates Realty Corp. or ROP or any interest
in any of the foregoing.
(b) Notwithstanding anything to the contrary in this Agreement,
it is expressly
_____________
Reckson Associates Realty – any
interest in RAP, an Amendment that is
required, in Managing Member's reasonable
judgment, in order to protect the REIT status
of Reckson Associates Realty may be adopted
by the Managing Member in its sole
discretion; provided such Amendment does not
have an NW Adverse Effect.
-------------------------------------------------------------------------------
"Best Bidder"
_____________
dt 109827
;
 Paul Hastings
As referenced in this Limited Liability Company Agreement [Amended and Restated]:
Paul, Hastings – the Company, it being understood that the Company will
not object to the use of Paul, Hastings , Janofsky & Walker, LLP ("Paul
Hastings") unless Paul Hastings has a conflict of interest.
(iv)
Paul
Hastings" – that the Company will
not object to the use of Paul, Hastings, Janofsky & Walker, LLP ("Paul
Hastings" ) unless Paul Hastings has a conflict of interest.
(iv) If the Company so elects
Paul Hastings – will
not object to the use of Paul, Hastings, Janofsky & Walker, LLP ("Paul
Hastings") unless Paul Hastings has a conflict of interest.
(iv) If the Company so elects to assume the defense
Paul, Hastings – Cuttermill Road, Suite 612
Great Neck, NY 11021
Attention: Managing Director
with a copy to:
Paul, Hastings , Janofsky &
Walker LLP
75 E. 55th Street
New York, NY 10022-3205
Attention: Frank
dt 32845
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| 2003 |
Limited Partnership Agreement [Form of Amended and Restated]
Limited Partnership Agreement [Form of Amended and Restated] (247K)
Doc #115814: Click preview link for longer preview.
FORM OF
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
MAGUIRE PROPERTIES, L.P.
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as
of ___________, 2003, is entered into by and among Maguire Properties, Inc., a
Maryland corporation (the "Company"), as the General Partner and the Persons
whose names are set forth on Exhibit A attached hereto, as the Limited Partners,
together with any other Persons who become Partners in the Partnership as
provided herein.
WHEREAS, the limited partnership was formed on June 26, 2002 and an
original agreement of limited partnership was entered into between the Company,
as general partner, and Robert F. Maguire III, as limited partner;
WHEREAS, the Company proposes to effect a public offering of its
common stock and to contribute the net proceeds from the public offering to the
Partnership, to cause the Partnership to acquire direct and indirect interests
in certain office properties and other assets, and to cause the Partnership to
enter into certain financing transactions;
WHEREAS, the Partnership will issue Partnership Interests to the
Company and other persons in connection with the foregoing transactions;
WHEREAS, upon the completion of the foregoing transactions, the
Partnership shall return the original capital contributions made by the Company
and Mr. Maguire, and any ongoing interest in the Partnership of the Company and
Mr. Maguire shall be based on their respective contributions as contemplated
below;
WHEREAS, by virtue of their respective execution of this Agreement
the Company and Mr. Maguire hereby consent to the amendment and restatement of
the original agreement of limited partnership;
NOW, THEREFORE, BE IT RESOLVED, that for good and adequate
consideration, the receipt of which is hereby acknowledged, the parties hereto
agree as follows:
ARTICLE 1.
DEFINED TERMS
Section 1.1 Definitions.
The following definitions shall be for all purposes, unless
otherwise clearly indicated to the contrary, applied to the terms used in this
Agreement.
"Act" means the Maryland Revised Uniform Limited Partnership Act, as
it may be amended from time to time, and any successor to such statute.
115814
|
Maguire
As referenced in this Limited Partnership Agreement [Form of Amended and Restated]:
MAGUIRE PROPERTIES, –
{DOCUMENT}
{TYPE}EX-10.1
{SEQUENCE}5
{PAGE}
Exhibit 10.1
FORM OF
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
MAGUIRE PROPERTIES, L.P.
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as
of ___________, 2003, is entered into by and among Maguire
_____________
Maguire Properties, – MAGUIRE PROPERTIES, L.P.
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as
of ___________, 2003, is entered into by and among Maguire Properties, Inc., a
Maryland corporation (the "Company"), as the General Partner and the Persons
whose names are set forth on Exhibit A attached
_____________
Maguire Properties, – The Partnership Interest of each Partner shall be personal
property for all purposes.
Section 2.2 Name
The name of the Partnership is Maguire Properties, L.P. The
Partnership's business may be conducted under any other name or names deemed
advisable by the General Partner, including
_____________
MAGUIRE PROPERTIES, – IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated
Agreement of Limited Partnership as of the date first written above.
MAGUIRE PROPERTIES, L.P.
By: Maguire Properties, Inc.,
a Maryland corporation
Its General Partner
By: _______________________________
Dallas E. Lucas
Chief Financial Officer
LIMITED PARTNERS:
_____________
Maguire Properties, – hereto have executed this Amended and Restated
Agreement of Limited Partnership as of the date first written above.
MAGUIRE PROPERTIES, L.P.
By: Maguire Properties, Inc.,
a Maryland corporation
Its General Partner
By: _______________________________
Dallas E. Lucas
Chief Financial Officer
LIMITED PARTNERS:
__________________________________________
Robert F. Maguire III
_____________
dt 110227
;
Maguire
As referenced in this Limited Partnership Agreement [Form of Amended and Restated]:
MAGUIRE PROPERTIES, –
{DOCUMENT}
{TYPE}EX-10.1
{SEQUENCE}5
{PAGE}
Exhibit 10.1
FORM OF
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
MAGUIRE PROPERTIES, L.P.
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as
of ___________, 2003, is entered into by and among Maguire
_____________
Maguire Properties, – MAGUIRE PROPERTIES, L.P.
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as
of ___________, 2003, is entered into by and among Maguire Properties, Inc., a
Maryland corporation (the "Company"), as the General Partner and the Persons
whose names are set forth on Exhibit A attached
_____________
Maguire Properties, – The Partnership Interest of each Partner shall be personal
property for all purposes.
Section 2.2 Name
The name of the Partnership is Maguire Properties, L.P. The
Partnership's business may be conducted under any other name or names deemed
advisable by the General Partner, including
_____________
MAGUIRE PROPERTIES, – IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated
Agreement of Limited Partnership as of the date first written above.
MAGUIRE PROPERTIES, L.P.
By: Maguire Properties, Inc.,
a Maryland corporation
Its General Partner
By: _______________________________
Dallas E. Lucas
Chief Financial Officer
LIMITED PARTNERS:
_____________
Maguire Properties, – hereto have executed this Amended and Restated
Agreement of Limited Partnership as of the date first written above.
MAGUIRE PROPERTIES, L.P.
By: Maguire Properties, Inc.,
a Maryland corporation
Its General Partner
By: _______________________________
Dallas E. Lucas
Chief Financial Officer
LIMITED PARTNERS:
__________________________________________
Robert F. Maguire III
_____________
dt 110227
;
Maguire
As referenced in this Limited Partnership Agreement [Form of Amended and Restated]:
MAGUIRE PROPERTIES, L.P. –
{DOCUMENT}
{TYPE}EX-10.1
{SEQUENCE}5
{PAGE}
Exhibit 10.1
FORM OF
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
MAGUIRE PROPERTIES, L.P.
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as
of ___________, 2003, is entered into by and among Maguire Properties, Inc.,
_____________
Maguire Properties, L.P. – The Partnership Interest of each Partner shall be personal
property for all purposes.
Section 2.2 Name
The name of the Partnership is Maguire Properties, L.P. The
Partnership's business may be conducted under any other name or names deemed
advisable by the General Partner, including the name
_____________
MAGUIRE PROPERTIES, L.P. – IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated
Agreement of Limited Partnership as of the date first written above.
MAGUIRE PROPERTIES, L.P.
By: Maguire Properties, Inc.,
a Maryland corporation
Its General Partner
By: _______________________________
Dallas E. Lucas
Chief Financial Officer
LIMITED PARTNERS:
__________________________________________
Robert
_____________
Maguire Properties, L.P. – of Debt (if any)
A-1
{PAGE}
EXHIBIT B
NOTICE OF REDEMPTION
The undersigned hereby irrevocably (i) transfers ____________
Limited Partnership Units in Maguire Properties, L.P. in accordance with the
terms of the Limited Partnership Agreement of Maguire Properties, L.P. and the
rights of Redemption referred to
_____________
Maguire Properties, L.P. – irrevocably (i) transfers ____________
Limited Partnership Units in Maguire Properties, L.P. in accordance with the
terms of the Limited Partnership Agreement of Maguire Properties, L.P. and the
rights of Redemption referred to therein, (ii) surrenders such Limited
Partnership Units and all right, title and interest therein, and (
_____________
dt 157628
;
|
Maguire
As referenced in this Limited Partnership Agreement [Form of Amended and Restated]:
MAGUIRE PROPERTIES, L.P. –
{DOCUMENT}
{TYPE}EX-10.1
{SEQUENCE}5
{PAGE}
Exhibit 10.1
FORM OF
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
MAGUIRE PROPERTIES, L.P.
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as
of ___________, 2003, is entered into by and among Maguire Properties, Inc.,
_____________
Maguire Properties, L.P. – The Partnership Interest of each Partner shall be personal
property for all purposes.
Section 2.2 Name
The name of the Partnership is Maguire Properties, L.P. The
Partnership's business may be conducted under any other name or names deemed
advisable by the General Partner, including the name
_____________
MAGUIRE PROPERTIES, L.P. – IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated
Agreement of Limited Partnership as of the date first written above.
MAGUIRE PROPERTIES, L.P.
By: Maguire Properties, Inc.,
a Maryland corporation
Its General Partner
By: _______________________________
Dallas E. Lucas
Chief Financial Officer
LIMITED PARTNERS:
__________________________________________
Robert
_____________
Maguire Properties, L.P. – of Debt (if any)
A-1
{PAGE}
EXHIBIT B
NOTICE OF REDEMPTION
The undersigned hereby irrevocably (i) transfers ____________
Limited Partnership Units in Maguire Properties, L.P. in accordance with the
terms of the Limited Partnership Agreement of Maguire Properties, L.P. and the
rights of Redemption referred to
_____________
Maguire Properties, L.P. – irrevocably (i) transfers ____________
Limited Partnership Units in Maguire Properties, L.P. in accordance with the
terms of the Limited Partnership Agreement of Maguire Properties, L.P. and the
rights of Redemption referred to therein, (ii) surrenders such Limited
Partnership Units and all right, title and interest therein, and (
_____________
dt 157628
;
Venable Baetjer
As referenced in this Limited Partnership Agreement [Form of Amended and Restated]:
Venable, Baetjer – address of the registered office and registered agent
of the Partnership in the State of Maryland are James J. Hanks, Jr., care of
Venable, Baetjer and Howard, LLP, 1800 Mercantile Bank & Trust Bldg., 2 Hopkins
Plaza, Baltimore, MD 21202. The address of the principal office of the
_____________
Venable, Baetjer – 2 Hopkins
Plaza, Baltimore, MD 21202. The address of the principal office of the
Partnership in the State of Maryland is c/o Venable, Baetjer and Howard, LLP at
such address. The principal office of the Partnership is located at 555 West
Fifth Street, Suite 5000, Los
_____________
dt 109335
|
| Preview
Full Doc
| 2003 |
Limited Partnership Agreement [Amended and Restated]
Limited Partnership Agreement [Amended and Restated] (151K)
Doc #115930: Click preview link for longer preview.
NEW CASTLE ASSOCIATES
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
This amended and restated limited partnership agreement of New Castle
Associates, a Pennsylvania limited partnership, is entered into effective as of
the 28th day of April, 2003, by and among PR New Castle LLC, a Pennsylvania
limited liability company, as the General Partner, and the parties whose names
are set forth as Limited Partners on Exhibit "A" attached hereto. Capitalized
terms used herein are defined in Section 1.01 below.
B A C K G R O U N D:
-------------------
The Partnership has been operated as a limited partnership in
accordance with the second amendment to and restatement of limited partnership
agreement dated January 1, 1978, as amended by the third amendment dated January
1, 1979, the fourth amendment dated January 1, 1982, the fifth amendment dated
January 27, 1988, the sixth amendment dated March 18, 1993, the seventh
amendment January 1, 1998, and the eighth amendment dated September 10, 2001
(collectively the "Former Partnership Agreement").
As of the date hereof: (1) former Partners of the Partnership and
certain of the Class A Limited Partners have assigned part of their Interests to
UPREIT and UPREIT has been admitted as a Class B Limited Partner; (2) PR New
Castle LLC, an affiliate of UPREIT, has been admitted as the sole General
Partner and the Interest of Pan American Associates as a general partner has
been converted to an Interest as a Class A Limited Partner; and (3) UPREIT has
made the UPREIT Special Capital Contribution and the Percentage Interests of all
of the Partners have been adjusted to reflect the foregoing.
The parties hereto now desire to enter into this amended and restated
limited partnership agreement to replace the Former Partnership Agreement and to
set forth their respective rights, duties and obligations with respect to the
Partnership.
NOW, THEREFORE, in consideration of the mutual promises of the parties
hereto and of other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and intending to be legally bound hereby, the
parties hereto agree as follows:
ARTICLE 1
DEFINED TERMS; OPERATION OF PARTNERSHIP
Section 1.01 Definitions. Within the context of this Agreement, the
following terms shall have the following meanings:
"Act" means the Pennsylvania Revised Uniform Limited Partnership Act.
"Adjusted Capital Account" means a Partner's Capital Account, adjusted
as follows: (a) any deficit balance in a Partner's Capital Account shall be
reduced by any amount that the Partner is obligated to restore to the
Partnership, or any amount the Partner is treated as obligated to restore to the
Partnership under Regulation ss. 1.704-1(b)(2)(ii)(c), Regulation ss.1.704-2(g)
and Regulation ss.1.704-2(i)(5); and (b) a Partner's Capital Account shall be
adjusted for items specified in subsections (4), (5), and (6) of Regulation
ss.1.704-1(b)(2)(ii)(d).
115930
|
PREIT
As referenced in this Limited Partnership Agreement [Amended and Restated]:
Pennsylvania
Real Estate Investment Trust, – of this Agreement.
"Contribution Agreement" means the contribution agreement dated April
22, 2003 by and among the Partners and certain former Partners and Pennsylvania
Real Estate Investment Trust, an Pennsylvania business trust, pursuant to which
UPREIT has acquired an Interest.
"Code" means the Internal Revenue Code of 1986, as amended.
"
_____________
Pennsylvania Real Estate Investment Trust, – above written.
GENERAL PARTNER:
PR New Castle LLC,
a Pennsylvania limited liability company
By: PREIT ASSOCIATES, L.P.,
a Delaware limited partnership
By: Pennsylvania Real Estate Investment Trust,
a Pennsylvania business trust,
its general partner
By: /s/ Bruce Goldman
-----------------------------------
Name: Bruce Goldman
Title: Senior Vice President and
General Counsel
CLASS
_____________
Pennsylvania Real Estate Investment Trust, – Arthur H. Kaplan
--------------------------------------------
Name: Arthur H. Kaplan
Title: President
{PAGE}
CLASS B LIMITED PARTNERS
PREIT ASSOCIATES, L.P.,
a Delaware limited partnership
By: Pennsylvania Real Estate Investment Trust,
a Pennsylvania business trust,
its general partner
By: /s/ Bruce Goldman
---------------------------
Name: Bruce Goldman
Title: Senior Vice President and
General Counsel
{PAGE}
_____________
dt 110032
;
Blank Rome
As referenced in this Limited Partnership Agreement [Amended and Restated]:
Blank Rome – rent.
7. Rate of leasing commissions, if any
Not applicable.
8. Owner's Approved Counsel: Blank Rome LLP, Philadelphia, Pennsylvania
{PAGE}
EXHIBIT C to Management and Leasing Agreement
Agent shall charge
dt 29616
;
| PR New Castle LLC
|
| Preview
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| 2003 |
Agreement of Limited Partnership [Amended and Restated No. 8]
Agreement of Limited Partnership [Amended and Restated No. 8] (515K)
Doc #125624: Click preview link for longer preview.
----------------------------------------
EIGHTH AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
AMB PROPERTY, L.P.
----------------------------------------
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
----
{S} {C}
ARTICLE 1. DEFINED TERMS AND RULES OF CONSTRUCTION 1
SECTION 1.1 DEFINITIONS 1
SECTION 1.2 RULES OF CONSTRUCTION 20
ARTICLE 2. ORGANIZATIONAL MATTERS 20
SECTION 2.1 ORGANIZATION 20
SECTION 2.2 NAME 20
SECTION 2.3 RESIDENT AGENT; PRINCIPAL OFFICE 21
SECTION 2.4 POWER OF ATTORNEY 21
SECTION 2.5 TERM 22
SECTION 2.6 NUMBER OF PARTNERS 22
ARTICLE 3. PURPOSE 22
SECTION 3.1 PURPOSE AND BUSINESS 22
SECTION 3.2 POWERS 23
SECTION 3.3 PARTNERSHIP ONLY FOR PURPOSES SPECIFIED 23
SECTION 3.4 REPRESENTATIONS AND WARRANTIES BY THE PARTIES 24
SECTION 3.5 CERTAIN ERISA MATTERS 25
ARTICLE 4. CAPITAL CONTRIBUTIONS 26
SECTION 4.1 CAPITAL CONTRIBUTIONS OF THE PARTNERS 26
SECTION 4.2 LOANS BY THIRD PARTIES 26
SECTION 4.3 ADDITIONAL FUNDING AND CAPITAL CONTRIBUTIONS 26
SECTION 4.4 STOCK INCENTIVE PLAN 29
SECTION 4.5 NO PREEMPTIVE RIGHTS 29
SECTION 4.6 OTHER CONTRIBUTION PROVISIONS 29
{/TABLE}
i
{PAGE}
{TABLE}
{S} {C}
ARTICLE 5. DISTRIBUTIONS 29
SECTION 5.1 REQUIREMENT AND CHARACTERIZATION OF DISTRIBUTIONS 29
SECTION 5.2 DISTRIBUTIONS IN KIND 30
SECTION 5.3 DISTRIBUTIONS UPON LIQUIDATION 30
SECTION 5.4 DISTRIBUTIONS TO REFLECT ISSUANCE OF ADDITIONAL PARTNERSHIP
INTERESTS 30
SECTION 5.5 CHARACTER OF PLP DISTRIBUTIONS 31
ARTICLE 6. ALLOCATIONS 31
SECTION 6.1 TIMING AND AMOUNT OF ALLOCATIONS OF NET INCOME AND NET LOSS 31
SECTION 6.2 GENERAL ALLOCATIONS 31
SECTION 6.3 ADDITIONAL ALLOCATION PROVISIONS 34
SECTION 6.4 TAX ALLOCATIONS 36
ARTICLE 7. MANAGEMENT AND OPERATIONS OF BUSINESS 36
SECTION 7.1 MANAGEMENT 36
SECTION 7.2 CERTIFICATE OF LIMITED PARTNERSHIP 40
SECTION 7.3 RESTRICTIONS ON GENERAL PARTNER'S AUTHORITY 40
SECTION 7.4 REIMBURSEMENT OF THE GENERAL PARTNER 43
SECTION 7.5 OUTSIDE ACTIVITIES OF THE GENERAL PARTNER 43
SECTION 7.6 CONTRACTS WITH AFFILIATES 44
SECTION 7.7 INDEMNIFICATION 45
SECTION 7.8 LIABILITY OF THE GENERAL PARTNER 47
SECTION 7.9 OTHER MATTERS CONCERNING THE GENERAL PARTNER 47
SECTION 7.10 TITLE TO PARTNERSHIP ASSETS 48
SECTION 7.11 RELIANCE BY THIRD PARTIES 48
ARTICLE 8. RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS 49
SECTION 8.1 LIMITATION OF LIABILITY 49
SECTION 8.2 MANAGEMENT OF BUSINESS 49
SECTION 8.3 OUTSIDE ACTIVITIES OF LIMITED PARTNERS 49
{/TABLE}
ii
{PAGE}
{TABLE}
{S} {C}
SECTION 8.4 RETURN OF CAPITAL 50
SECTION 8.5 RIGHTS OF LIMITED PARTNERS RELATING TO THE PARTNERSHIP 50
SECTION 8.6 COMMON LIMITED PARTNER REDEMPTION RIGHTS 51
ARTICLE 9. BOOKS, RECORDS, ACCOUNTING AND REPORTS 53
SECTION 9.1 RECORDS AND ACCOUNTING 53
SECTION 9.2 FISCAL YEAR 53
SECTION 9.3 REPORTS 53
SECTION 9.4 NONDISCLOSURE OF CERTAIN INFORMATION 54
ARTICLE 10. TAX MATTERS 54
SECTION 10.1 PREPARATION OF TAX RETURNS 54
SECTION 10.2 TAX ELECTIONS 54
SECTION 10.3 TAX MATTERS PARTNER 54
SECTION 10.4 ORGANIZATIONAL EXPENSES 56
SECTION 10.5 WITHHOLDING 56
ARTICLE 11. TRANSFERS AND WITHDRAWALS 57
SECTION 11.1 TRANSFER 57
SECTION 11.2 TRANSFER OF GENERAL PARTNER'S PARTNERSHIP INTEREST 57
SECTION 11.3 LIMITED PARTNERS' RIGHTS TO TRANSFER 59
SECTION 11.4 SUBSTITUTED LIMITED PARTNERS 61
SECTION 11.5 ASSIGNEES 61
SECTION 11.6 GENERAL PROVISIONS 62
ARTICLE 12. ADMISSION OF PARTNERS 64
SECTION 12.1 ADMISSION OF SUCCESSOR GENERAL PARTNER 64
SECTION 12.2 ADMISSION OF ADDITIONAL LIMITED PARTNERS 65
SECTION 12.3 AMENDMENT OF AGREEMENT AND CERTIFICATE OF LIMITED
PARTNERSHIP 65
{/TABLE}
iii
{PAGE}
{TABLE}
{S} {C}
ARTICLE 13. DISSOLUTION AND LIQUIDATION 65
SECTION 13.1 DISSOLUTION 65
SECTION 13.2 WINDING UP 66
SECTION 13.3 COMPLIANCE WITH TIMING REQUIREMENTS OF REGULATIONS 67
SECTION 13.4 DEEMED DISTRIBUTION AND RECONTRIBUTION 68
SECTION 13.5 RIGHTS OF LIMITED PARTNERS 68
SECTION 13.6 NOTICE OF DISSOLUTION 68
SECTION 13.7 CANCELLATION OF CERTIFICATE OF LIMITED PARTNERSHIP 69
SECTION 13.8 REASONABLE TIME FOR WINDING-UP 69
SECTION 13.9 WAIVER OF PARTITION 69
ARTICLE 14. AMENDMENT OF PARTNERSHIP AGREEMENT; CONSENTS 69
SECTION 14.1 AMENDMENTS 69
SECTION 14.2 ACTION BY THE PARTNERS 69
ARTICLE 15. GENERAL PROVISIONS 70
SECTION 15.1 ADDRESSES AND NOTICE 70
SECTION 15.2 TITLES AND CAPTIONS 70
SECTION 15.3 PRONOUNS AND PLURALS 71
SECTION 15.4 FURTHER ACTION 71
SECTION 15.5 BINDING EFFECT 71
SECTION 15.6 CREDITORS 71
SECTION 15.7 WAIVER 71
SECTION 15.8 COUNTERPARTS 71
SECTION 15.9 APPLICABLE LAW 71
SECTION 15.10 INVALIDITY OF PROVISIONS 71
SECTION 15.11 LIMITATION TO PRESERVE REIT STATUS 72
SECTION 15.12 ENTIRE AGREEMENT 72
SECTION 15.13 NO RIGHTS AS STOCKHOLDERS 73
{/TABLE}
iv
{PAGE}
{TABLE}
{S} {C}
ARTICLE 16. INTENTIONALLY OMITTED 73
ARTICLE 17. SERIES B PREFERRED UNITS 73
SECTION 17.1 DESIGNATION AND NUMBER 73
SECTION 17.2 RANKING 73
SECTION 17.3 DISTRIBUTIONS 73
SECTION 17.4 LIQUIDATION PROCEEDS 75
SECTION 17.5 REDEMPTION 75
SECTION 17.6 VOTING RIGHTS 77
SECTION 17.7 TRANSFER RESTRICTIONS 78
SECTION 17.8 EXCHANGE RIGHTS 78
SECTION 17.9 NO CONVERSION RIGHTS 83
SECTION 17.10 NO SINKING FUND 83
ARTICLE 18. SERIES J PREFERRED UNITS 83
SECTION 18.1 DESIGNATION AND NUMBER 83
SECTION 18.2 RANKING 83
SECTION 18.3 DISTRIBUTIONS 83
SECTION 18.4 LIQUIDATION PROCEEDS 85
SECTION 18.5 REDEMPTION 85
SECTION 18.6 VOTING RIGHTS 87
SECTION 18.7 TRANSFER RESTRICTIONS 88
SECTION 18.8 EXCHANGE RIGHTS 88
SECTION 18.9 NO CONVERSION RIGHTS 93
SECTION 18.10 NO SINKING FUND 93
ARTICLE 19. SERIES K PREFERRED UNITS 93
SECTION 19.1 DESIGNATION AND NUMBER 93
SECTION 19.2 RANKING 93
SECTION 19.3 DISTRIBUTIONS 93
{/TABLE}
v
{PAGE}
{TABLE}
{S} {C}
SECTION 19.4 LIQUIDATION PROCEEDS 95
SECTION 19.5 REDEMPTION 95
SECTION 19.6 VOTING RIGHTS 97
SECTION 19.7 TRANSFER RESTRICTIONS 98
SECTION 19.8 EXCHANGE RIGHTS 98
SECTION 19.9 NO CONVERSION RIGHTS 102
SECTION 19.10 NO SINKING FUND 102
ARTICLE 20. SERIES L PREFERRED UNITS 103
SECTION 20.1 DESIGNATION AND NUMBER 103
SECTION 20.2 RANKING 103
SECTION 20.3 DISTRIBUTIONS 103
SECTION 20.4 LIQUIDATION PROCEEDS 104
SECTION 20.5 REDEMPTION 105
SECTION 20.6 VOTING RIGHTS 106
SECTION 20.7 TRANSFER RESTRICTIONS 106
SECTION 20.8 NO CONVERSION RIGHTS 106
SECTION 20.9 NO SINKING FUND 107
{/TABLE}
vi
{PAGE}
EIGHTH AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
AMB PROPERTY, L.P.
THIS EIGHTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP,
dated as of July 28, 2003, is entered into by and among AMB Property
Corporation, a Maryland corporation (the "Company"), as the General Partner, and
the Persons whose names are set forth on Exhibit A attached hereto, as the
Limited Partners (the "Existing Limited Partners"), together with any other
Persons who become Partners in the Partnership as provided herein.
WHEREAS, pursuant to Section 7.3D(ii), the Partnership Agreement may
be amended by the General Partner to reflect the termination of or reduction in
Partnership Interests or the withdrawal of Partners;
WHEREAS, on the date hereof, the Partnership has redeemed all of the
outstanding Series A Preferred Units from the Series A Limited Partner pursuant
to the terms and provisions of the Series A Preferred Units as set forth in the
Partnership Agreement; and
WHEREAS, the General Partner and the Partnership believe it is
desirable and in the best interest of the Partnership to amend and restate the
Partnership Agreement to reflect the elimination of the Series A Preferred Units
and as set forth herein.
NOW, THEREFORE, pursuant to Sections 2.4 and 7.3D(ii) and (iii) of
the Partnership Agreement, the General Partner, on its own behalf and as
attorney-in-fact for the Limited Partners, hereby amends and restates the
Partnership Agreement as follows:
ARTICLE 1.
DEFINED TERMS AND RULES OF CONSTRUCTION
Section 1.1.Definitions
The following definitions shall be for all purposes, unless
otherwise clearly indicated to the contrary, applied to the terms used in this
Agreement.
"Act" means the Delaware Revised Uniform Limited Partnership Act, as
it may be amended from time to time, and any successor to such statute.
"Additional Funds" shall have the meaning set forth in Section
4.3.A.
"Additional Limited Partner" means a Person admitted to the
Partnership as a Limited Partner pursuant to Section 12.2 and who is shown as
such on the books and records of the Partnership.
125624
|
AMB Property
As referenced in this Agreement of Limited Partnership [Amended and Restated No. 8]:
AMB PROPERTY, – SEQUENCE}3
{FILENAME}f92134exv10w1.txt
{DESCRIPTION}EXHIBIT 10.1
{TEXT}
{PAGE}
Exhibit 10.1
----------------------------------------
EIGHTH AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
AMB PROPERTY, L.P.
----------------------------------------
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
----
{S} {C}
ARTICLE 1. DEFINED TERMS AND RULES OF CONSTRUCTION 1
SECTION 1.
_____________
AMB PROPERTY, – NO CONVERSION RIGHTS 106
SECTION 20.9 NO SINKING FUND 107
{/TABLE}
vi
{PAGE}
EIGHTH AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
AMB PROPERTY, L.P.
THIS EIGHTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP,
dated as of July 28, 2003, is entered into by and
_____________
AMB Property
– L.P.
THIS EIGHTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP,
dated as of July 28, 2003, is entered into by and among AMB Property
Corporation, a Maryland corporation (the "Company"), as the General Partner, and
the Persons whose names are set forth on Exhibit A attached
_____________
AMB Property, – The Partnership Interest of each Partner shall be personal
property for all purposes.
Section 2.2 Name
The name of the Partnership is AMB Property, L.P. The Partnership's
business may be conducted under any other name or names deemed advisable by the
General Partner, including
_____________
AMB PROPERTY – Page Follows)
107
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
GENERAL PARTNER:
AMB PROPERTY CORPORATION,
a Maryland corporation
By: /s/ Michael A. Coke
-------------------------------------------------------
Michael A. Coke
Chief Financial Officer and Executive Vice President
LIMITED PARTNERS:
AMB PROPERTY
_____________
dt 113135
| |
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| 2003 |
Articles of Amendment and Restatement
Articles of Amendment and Restatement (50K)
Doc #126032: Click preview link for longer preview.
MAGUIRE PROPERTIES, INC.
ARTICLES OF AMENDMENT AND RESTATEMENT
FIRST: Maguire Properties, Inc., a Maryland corporation (the
"Corporation"), desires to amend and restate its charter as currently in effect
and as hereinafter amended.
SECOND: The following provisions are all the provisions of the charter
currently in effect and as hereinafter amended:
ARTICLE I
NAME
The name of the Corporation is:
Maguire Properties, Inc.
ARTICLE II
PURPOSE
The purposes for which the Corporation is formed are to engage in any
lawful act or activity (including, without limitation or obligation, engaging in
business as a real estate investment trust under the Internal Revenue Code of
1986, as amended, or any successor statute (the "Code")) for which corporations
may be organized under the general laws of the State of Maryland as now or
hereafter in force. For purposes of these Articles, "REIT" means a real estate
investment trust under Sections 856 through 860 of the Code.
ARTICLE III
PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT
The address of the principal office of the Corporation in the State of
Maryland is c/o Venable, Baetjer and Howard, LLP, 1800 Mercantile Bank & Trust
Bldg., 2 Hopkins Plaza, Baltimore, Maryland 21201, Attention: James J. Hanks,
Jr. The name of the resident agent of the
{PAGE}
Corporation in the State of Maryland is James J. Hanks, Jr., whose post office
address is c/o Venable, Baetjer and Howard, LLP, 1800 Mercantile Bank & Trust
Bldg., 2 Hopkins Plaza, Baltimore, Maryland 21201. The resident agent is a
citizen of and resides in the State of Maryland.
ARTICLE IV
PROVISIONS FOR DEFINING, LIMITING
AND REGULATING CERTAIN POWERS OF THE
CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS
Section 4.1 Number of Directors. The business and affairs of the
Corporation shall be managed under the direction of the Board of Directors. The
number of directors of the Corporation initially shall be six (6), which number
may be increased or decreased pursuant to the Bylaws, but shall never be less
than the minimum number required by the Maryland General Corporation Law. The
names of the directors who shall serve until the first annual meeting of
stockholders and until their successors are duly elected and qualify are:
Robert F. Maguire III, Chairman of the Board
Richard I. Gilchrist
Lawrence S. Kaplan
Caroline S. McBride
Andrea L. Van de Kamp
Walter L. Weisman
These directors may increase the number of directors and may fill any vacancy,
whether resulting from an increase in the number of directors or otherwise, on
the Board of Directors occurring before the first annual meeting of stockholders
in the manner provided in the Bylaws.
Section 4.2 Extraordinary Actions. Except as specifically provided in
Section 4.8 (relating to removal of directors) and in Article VII (relating to
amendments and transactions
2
{PAGE}
outside the ordinary course of business), notwithstanding any provision of law
permitting or requiring any action to be taken or approved by the affirmative
vote of the holders of shares entitled to cast a greater number of votes, any
such action shall be effective and valid if taken or approved by the af |