Exhibit 10.3
SUPPLEMENTAL AGREEMENT
(Amending and Supplementing the Contribution Agreement and the LLC Agreement)
This Supplemental Agreement (this "Agreement") is made as of the 15th day
of August 2000 among CARRAMERICA REALTY CORPORATION, a Maryland Corporation,
("CarrAmerica"), CARRAMERICA REALTY, L.P., a Delaware limited partnership ("Xxxx
X.X."), CARRAMERICA DEVELOPMENT, INC., a Delaware corporation ("Development
Inc."), XXXX DEVELOPMENT & CONSTRUCTION, L.P., a Delaware limited partnership
("Development L.P."), XXXX PARKWAY NORTH I CORPORATION, a Delaware corporation
("Parkway Corp.") (the foregoing entities are collectively sometimes referred to
as the "Xxxx Entities") and NEW YORK STATE TEACHERS' RETIREMENT SYSTEM, a public
pension system created and existing pursuant to Article 11 of The Education Law
of New York and having powers and privileges of a corporation pursuant to
Section 502 thereof ("NYSTRS").
Recitals:
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1. This Agreement is made simultaneously and in connection with the
execution of (i) that certain Contribution and Purchase/Sale Agreement of even
date herewith among the Xxxx Entities and NYSTRS (the "Contribution Agreement")
and (ii) that certain Amended and Restated Limited Liability Company Agreement
of Xxxx Office Park L.L.C. among the Xxxx Entities (except Development Inc. and
Development L.P.) and NYSTRS (the "LLC Agreement") creating Xxxx Office Park,
LLC (the "LLC").
2. Except as otherwise expressly provided herein, the capitalized terms
in this Agreement shall have the same meaning as they do in the Contribution
Agreement.
3. Parkway Corp. has been unable to obtain the approval of the Existing
Lender for the contribution of Building 1 ("Building 1") of Parkway North Office
Park ("Parkway North") to the LLC subject to the Loan Documents in time for the
Closing. Parkway Corp. shall use commercially reasonable efforts to try to
obtain such approval, and the Xxxx Entities and NYSTRS have agreed to conduct
the Closing without the contribution of Building 1 to the LLC at the Closing in
accordance with the Contribution Agreement, as amended and supplemented by this
Agreement.
Agreement:
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1. Agreement to Contribute. Subject to the terms and conditions set forth
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herein, Parkway Corp. agrees to contribute to the LLC, and NYSTRS and the other
Xxxx Entities who are Members of the LLC, as members of the LLC, agree to accept
the contribution of Building 1 to
the LLC. The contribution of Building 1 to the LLC, pursuant to this Agreement
(the "Building 1 Closing") is a separate and independent transaction from the
Closing, and, subject to the terms and conditions herein, shall occur on a date
selected by the parties (the "Building 1 Closing Date"), but in no event later
than December 1, 2000, unless such date is extended in the sole and absolute
discretion of NYSTRS to no later than February 1, 2001 (the "Outside Closing
Date"). Parkway Corp. shall not become a Member of the LLC unless and until the
Building 1 Closing occurs and the Contribution Agreement and the LLC Agreement
shall be deemed amended to reflect this fact. In the event that the Building 1
Closing does not occur and Building 1 is not contributed to the LLC the parties
agree to amend and restate the LLC Agreement to reflect the fact that Parkway
Corp. is not a party thereto and to make conforming changes.
2. Contribution Value. The Contribution Value for the Properties is
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hereby revised to exclude the amount thereof allocable to Building 1 (i.e.,
$40,176,000 prior to adjustment as shown in Schedules 3(a) and 3(c) to the
Contribution Agreement and Exhibit A-1 to the LLC Agreement). If and when the
Building 1 Closing occurs, the Contribution Value for all of the Properties
(including Building 1), and for all purposes under the Contribution Agreement,
shall be increased by the Building 1 Contribution Value. The "Building 1
Contribution Value" shall be $43,063,293 (i.e., the adjusted Contribution Value
for Building 1 as shown in Schedules 3(a) and 3(c) to the Contribution Agreement
and Exhibit A-1 to the LLC Agreement), as further increased by the amount of
leasing commissions, tenant improvement costs and other out-of-pocket expenses
incurred by Parkway Corp. in connection with leasing activities in Building 1
after the Closing through the Building 1 Closing Date which have been approved
by NYSTRS under Paragraph 3 below or by the Management Committee of the LLC
pursuant to Section 6.3 of the LLC Agreement or are otherwise in conformance
with the approved Business Plan for Building 1. Amended Schedules 3(a) and 3(c),
reflecting the exclusion of the Contribution Value allocable to Building 1, are
attached hereto.
3. Operations. Until the earlier of the Building 1 Closing Date or the
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Outside Closing Date, Parkway Corp. shall operate and manage Building 1 in the
same manner and to the same standard as previously managed. Parkway Corp. shall
not enter into any material agreement or lease, or amendment to existing
material agreement or lease, without the prior approval of NYSTRS, such approval
not to be unreasonably withheld, conditioned or delayed. The Business Plan and
its components include Building 1 and for purposes of this Section 3 shall apply
to the operation and management of Building 1 from the Closing Date up to the
Building 1 Closing Date. Parkway Corp. shall continue to maintain "all risk"
property insurance for Building 1 as currently maintained. Parkway Corp. shall
not make any expenditures related to capital improvements to Building 1 not
contemplated by the approved Business Plan, except for emergencies, without the
prior approval of NYSTRS, such approval not to be unreasonably withheld,
conditioned or delayed.
4. Updated Information. After the Closing and no later than three (3)
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Business Days before the Building 1 Closing Date, Parkway Corp. shall provide to
NYSTRS updated Rent Rolls and Financial Statements that are produced in the
ordinary course of business with respect to
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Building 1, which updated Rent Rolls and Financial Statements shall be delivered
to NYSTRS in accordance with the Contribution Agreement, and shall be subject to
the representations and warranties set forth in the Contribution Agreement.
5. Representations and Warranties. Parkway Corp. hereby makes to NYSTRS
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the representations and warranties in Section 9 of the Contribution Agreement
with respect to itself and Building 1, and shall remake such representations and
warranties as of the Building 1 Closing Date, subject to the Representation
Exceptions. The "Representation Exceptions" are any specific exceptions to the
representations and warranties that arise by reason or facts or circumstances
first arising or known (to the Xxxx Entities' knowledge) after the Closing and
not resulting from the breach by Parkway Corp. of this Agreement. The
Representation Exceptions shall be in writing and must be delivered to NYSTRS at
least three Business Days before the Building 1 Closing. The representations and
warranties made by Parkway Corp. under Section 9 of the Contribution Agreement
and remade pursuant to this Agreement are subject to the limitation of Sections
12(d) and 13 of the Contribution Agreement (provided that the 14 month
limitation period in Section 12(d) shall begin on the Building 1 Closing Date.)
The updated representations and warranties in Section 9(a)(xvi) of the
Contribution Agreement shall apply to the Leases in Building 1 for which Tenant
Estoppel Certificates were obtained in connection with the Closing with respect
to the period from the date of such Certificates to the Building 1 Closing Date.
6. Conditions. The Building 1 Closing shall be subject to the
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satisfaction, as of the Building 1 Closing Date, of the following conditions:
(1) The Existing Lender shall have approved the transfer of Building
1 to the LLC without any modification to the Loan Documents or otherwise
subject to such modifications as are satisfactory to NYSTRS, and NYSTRS
shall have approved the form of all assignment and assumption documents
related to the assumption of the Loan and all requirements of Existing
Lender related thereto.
(2) Except as set forth in clause (e) below, the Representations
Exceptions do not materially and adversely modify the representations and
warranties set forth in Section 9 of the Contribution Agreement, and such
representations and warranties, as modified, shall be true and correct in
all material respects.
(3) Parkway Corp. shall have fully performed its obligations
hereunder in all material respects.
(4) This Agreement shall not have been terminated pursuant to
Paragraph 9 hereof.
(5) There shall have been no material adverse change in the
structural condition of Building 1 arising after the Closing and not cured
as of the Building 1
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Closing Date, and there shall have occurred after the Closing no material
adverse violations of any Environmental Laws with regard to Building 1
which are outstanding as of the Building 1 Closing Date, and Parkway Corp.
shall deliver a representation and warranty to such effect to NYSTRS, to
its knowledge, as of the Building 1 Closing Date.
If these conditions are not satisfied as of the Building 1 Closing Date,
then either Parkway Corp. (only if the failure of condition falls under
paragraph (a) above) or NYSTRS may (i) postpone the Building 1 Closing Date from
time to time until the Outside Closing Date; (ii) at any time on or before the
Outside Closing Date waive in writing any such condition and close the
transaction; or (iii) elect that Building 1 not be contributed to the LLC. Any
election of (ii) or (iii) above before the Outside Closing Date must be given in
writing, and any failure to elect (ii) or (iii) shall constitute an election of
(i) until the Outside Closing Date, when, unless an election is made to waive
any unsatisfied condition, subject to the right of NYSTRS to pursue any remedy
in the case of a breach by Parkway Corp. of its obligations hereunder, this
Agreement shall terminate.
7. The Building 1 Closing. The Building 1 Closing shall be conducted in a
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manner consistent with the Closing under the Contribution Agreement. In
particular and without limitation, at the Building 1 Closing:
(1) Parkway Corp. shall make the deliveries described in Section
10(a) of the Contribution Agreement with respect to Building 1 except for
the Tenant Estoppel Certificates, which shall be delivered by Parkway Corp.
at the Closing.
(2) Parkway Corp. shall cause to be delivered to the LLC a Title
Policy in the form of the pro forma policy attached hereto as Exhibit 7(b).
(3) The parties shall make the contributions and distributions
described in Paragraph 8(b) below and Schedules 3(a) and 3(c) of the
Contribution Agreement shall be amended, and the Contribution Agreement
amended accordingly, to reflect such contributions and distributions. After
such contributions and distributions, the aggregate Percentage Interest (as
defined in the LLC Agreement) of the Xxxx Members (including Parkway North)
shall remain 35% with the Percentage Interests of each Xxxx Member
readjusted to reflect the capital contribution of Parkway Corp. relative to
the other Xxxx Members.
(4) Parkway Corp. shall be admitted to the LLC as a Xxxx Member.
(5) Apportionments and adjustments shall be made as of the Building 1
Closing Date in a manner consistent with Section 11 of the Contribution
Agreement.
(6) All costs of the Building 1 Closing shall be paid by the LLC in
accordance with Section 11 of the Contribution Agreement.
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(7) Parkway Corp., the LLC and Xxxx Real Estate Services, Inc. shall
either enter into an addendum to the Property Management and Leasing
Agreement for Parkway North as may be reasonably necessary to subject
Building 1 to the terms and provisions thereof, or shall enter into a new
Property Management and Leasing Agreement with regard to Building 1 under
the same terms and conditions.
8. Provisions Relating to the LLC Agreement
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(1) Exhibit A-1 and Exhibit B to the LLC Agreement are amended to
reflect the exclusion of Building 1 from the Closing and, as amended, are
attached hereto as Exhibit A-1 and Exhibit B, respectively. Such exhibits
shall be further amended, and the LLC Agreement amended accordingly, when,
and if, the Building 1 Closing occurs to reflect the contribution of
Building 1.
(b) Section 3.1 of the LLC Agreement is amended to reflect the
following Percentage Interests of the Xxxx Members at the Closing: (i)
CarrAmerica: 13.83% and (ii) Xxxx X.X.: 21.18%. Section 3.1 of the LLC
Agreement shall be further amended when, and if, the Building 1 Closing
occurs to reflect the contribution of Building 1 to the LLC, consistent
with Section 7(c) above.
(c) At the Building 1 Closing:
(1) Parkway Corp. shall contribute to the LLC its interest in
Building 1 for the Building 1 Contribution Value;
(2) NYSTRS shall contribute to the LLC by wire transfer an
amount equal to 65% of (A) the sum derived by subtracting the principal
balance due the Existing Lender under its loan to Parkway Corp. from the
Building 1 Contribution Value, and (B) the amount of any cash expenditures
for closing costs and other items incurred by the LLC in connection with
the Building 1 Closing;
(3) Parkway Corp. shall make a cash contribution equal to 35%
of the amount in (ii) (B) above; and
(4) The Xxxx Entities and NYSTRS shall cause the LLC to
distribute to Parkway Corp. and the other Contributing Xxxx Entities by
wire transfer a sum equal to the amount contributed by NYSTRS under (ii) A
above. The distributions shall be made to the Contributing Xxxx Entities in
such manner as determined by such Xxxx Entities and consistent with the
distribution amounts shown on the original Schedule 3(c) to the
Contribution Agreement.
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9. Casualty or Condemnation. If, prior to the Building 1 Closing,
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Building 1 shall suffer any damage or destruction that is not material or a
condemnation or eminent domain proceeding that is not material: (i) such
casualty or condemnation shall not affect the obligations of the parties to
consummate the Building 1 Closing; and (ii) the Building 1 Closing shall occur
hereunder, without any reduction of the Building 1 Contribution Value; provided,
however, that if Parkway Corp. does not maintain the "all-risk" property
insurance (in the amount of full replacement value), and rental abatement
insurance, which it currently maintains, or if there is a casualty which is
uninsured which exceeds $100,000 in excess of the applicable deductible, then
NYSTRS, in its sole and absolute discretion, may terminate this Agreement. If,
after the date hereof and prior to the Building 1 Closing, Building 1 shall
suffer a material casualty or shall be subject to a material condemnation, then
NYSTRS shall have the option to terminate this Agreement, upon notice to Parkway
Corp. given not later than 15 days after receipt of such notice, or the Outside
Closing Date, whichever is earlier. For the purposes of this Section, a
"material casualty" means a casualty exceeding $1,000,000 in damages as
reasonably determined by a contractor selected by Parkway Corp. and subject to
NYSTRS reasonable approval or pursuant to which Tenants representing five
percent (5%) of the net operating income have a right to terminate their leases,
and a "material condemnation" means proceedings, or threatened proceedings, in
eminent domain where (i) the award exceeds or is reasonably expected to exceed
$1,000,000 or (ii) the taking is reasonably expected to materially impair access
or (iii) as a result of such taking Tenants representing five percent (5%)of the
net operating income have a right to terminate their leases. If, in any case,
the Building 1 Closing proceeds: (i) Parkway Corp. shall transfer, assign and
pay to the LLC (A) in the case of a casualty, all insurance proceeds with
respect to such casualty previously received by Parkway Corp. and all rights of
Parkway Corp. to any insurance proceeds remaining to be paid with respect to
such casualty (and Parkway Corp. shall credit the LLC by reducing the Building 1
Contribution Value by the amount of any uninsured loss, including the
deductible) or (B) in the case of a condemnation all proceeds and awards with
respect to such condemnation theretofore received by Seller and all rights of
Seller to receive any such awards, payments or proceeds remaining to be paid
with respect to such Condemnation, in each case of (A) or (B): (1) less any such
proceeds or awards payable in respect of business interruption or loss of rental
income for periods prior to the Building 1 Closing Date, (2) less any amounts
paid or incurred by Parkway Corp. to protect or restore Building 1, (3) less any
reasonable amounts (including reasonable attorneys' fees) paid by Parkway Corp.
to claim for or collect such proceeds or awards and (4) subject to the
requirements of the Loan Documents, Leases in Building 1 or other contracts
relating to Building 1. Notwithstanding the foregoing, if Parkway Corp. has
maintained its insurance as aforesaid, but the amount of the insured loss
(including the deductible) exceeds $1,000,000, Parkway Corp. shall not be
required to proceed to the Building I Closing and may terminate this Agreement
(subject to the surviving obligations hereunder).
10. Conflict of Interest. So long as a Xxxx Entity or an affiliate
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thereof is a member of the LLC, with regard to the leasing of Building 1,
CarrAmerica agrees to use best efforts to enforce on behalf of the LLC against
Parkway Corp. a covenant by Parkway Corp., and Parkway Corp. does hereby
covenant for the benefit of the LLC for so long as a Xxxx Entity or an affiliate
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thereof is a member of the LLC, not to undertake leasing activities for Building
1 or enter into Leases with Tenants for Building 1 which would unfairly
disadvantage leasing transactions proposed for Parkway North, such as by
offering below market concessions to potential tenants. In the event that
CarrAmerica, in the reasonable judgment of NYSTRS, is not enforcing this
covenant of Parkway Corp., then NYSTRS shall be entitled to enforce this
covenant of Parkway Corp. on behalf of the LLC. The foregoing covenants shall
terminate if the LLC is no longer in existence or no longer owns any of Parkway
North.
11. Notices. All demands, requests or other communications (collectively,
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"notices") required to be given or which may be given hereunder shall be in
writing and shall be sent by (a) certified or registered mail, return receipt
requested, postage prepaid, or (b) national prepaid overnight delivery service,
or (c) telecopy or other facsimile transmissions (followed with hard copy sent
by national prepaid overnight delivery service), or (d) personal delivery with
receipt acknowledged in writing, directed to:
Each Xxxx Entity: c/o CarrAmerica Realty Corporation
0000 X Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Attn: Xx. Xxxxx X. Xxxxxxx
Fax Number: 202/000-0000
With a copy to: Xxxxx, Xxxxx & Xxxxx
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx Xxxx, Esq.
Fax Number: 312/000-0000
NYSTRS: New York State Teachers' Retirement System
c/o X.X. Xxxxxx Investment Management Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xx. Xxxxxxxx Xxxxxxx
Fax Number: 212/000-0000
with a copy to: New York State Teachers' Retirement System
00 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxx, Xxx Xxxx 00000-0000
Attn: Xx. Xxxx Xxxxxxxx
Fax Number: 518/000-0000
with a copy to: Xxxxxx X. Xxxxx,, Esq.
Arent Fox Xxxxxxx Xxxxxxx & Xxxx, PLLC
0000 Xxxxxxxxxxx Xxxxxx, X.X.
0
Xxxxxxxxxx, X.X. 00000-0000
Fax Number: 202/000-0000
Any notice so sent by certified or registered mail shall be deemed given on the
date of receipt or refusal as indicated on the return receipt. All other
notices shall be deemed given when actually received or refused by the party to
whom the same is directed. A notice may be given either by a party or by such
party's attorney. The Xxxx Entities and NYSTRS may designate by not less than
five business days' notice given to the other in accordance with the terms of
this Section, additional or substituted parties to whom notices should be sent
hereunder.
12. Amendments. This Agreement may not be modified or terminated orally
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or in any manner other than by an agreement in writing signed by all the parties
hereto or their respective successors in interest. In the event of any
inconsistency of any terms of this Agreement with any terms of the LLC Agreement
or the Contribution Agreement, the terms of this Agreement shall be paramount.
13. Governing Law; Construction. This Agreement (a) shall be governed by
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and construed in accordance with the laws of the State of New York, without
giving effect to principles of conflicts of law and (b) shall be given a fair
and reasonable construction in accordance with the intentions of the parties
hereto and without regard to, or aid of, any rules of construction requiring
construction against any party drafting this Agreement. Each party hereto
acknowledges that it has participated in the drafting of this Agreement, and any
applicable rule of construction to the effect that ambiguities are to be
resolved against the drafting party shall not be applied in connection with the
construction or interpretation hereof. Each party has been represented by
independent counsel in connection with this Agreement. For purposes of
construction of this Agreement, provisions which are deleted or crossed out and
initialed by the parties shall be treated as if never included herein.
14. Partial Invalidity. If any provision of this Agreement is held to be
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invalid or unenforceable as against any person or under certain circumstances,
the remainder of this Agreement and the applicability of such provision to other
persons or circumstances shall not be affected thereby. Each provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.
15. Counterparts. This Agreement may be executed in any number of
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counterparts, each of which shall constitute an original, but all of which,
taken together, shall constitute but one and the same instrument. This
Agreement may be executed by facsimile, which shall be deemed an original for
all purposes. In the event this Agreement is executed by the exchange of
facsimile copies, the parties agree to exchange ink-signed counterparts promptly
after the execution and delivery of this Agreement.
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16. No Third Party Beneficiaries. The warranties, representations,
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agreements and undertakings contained herein shall not be deemed to have been
made for the benefit of any person or entity other than the parties hereto.
17. Waivers. No failure or delay of either party in the exercise of any
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right given to such party hereunder or the waiver by any party of any condition
hereunder for its benefit (unless the time specified herein for exercise of such
right, or satisfaction of such condition, has expired) shall constitute a waiver
of any other or further right nor shall any single or partial exercise of any
right preclude other or further exercise thereof or any other right. The waiver
of any breach hereunder shall not be deemed to be waiver of any other or any
subsequent breach hereof.
18. Assignment. Neither NYSTRS nor the Xxxx Entities may assign this
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Agreement or any of their rights hereunder, except to a permitted assignee of
its membership interest in the LLC, and any purported unpermitted assignment
shall be null and void.
19. Binding Effect. This Agreement is binding upon, and shall inure to
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the benefit of, the parties and each of their respective successors and
permitted assigns, if any.
20. Entire Agreement. This is the entire agreement among the parties
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amending and supplementing the Contribution Agreement and the LLC Agreement with
respect to Building 1, and there are no other terms, obligations, covenants,
representations, statements or conditions, oral or otherwise, of any kind
whatsoever. Any agreement hereafter made shall be ineffective to change,
modify, discharge or effect an abandonment of this Agreement in whole or in part
unless such agreement is in writing and signed by the party against whom
enforcement of the change, modification, discharge or abandonment is sought.
21. Further Assurances. Both prior to and after the Closing Date and the
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Building 1 Closing Date, NYSTRS and the Xxxx Entities shall execute and deliver
each to the other such documents and instruments and take such further actions
as may be reasonably necessary or required to consummate the transactions
contemplated by this Agreement.
22. Paragraph Headings. The headings of the various paragraphs of this
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Agreement have been inserted only for the purpose of convenience and are not
part of this Agreement and shall not be deemed in any manner to modify, expand,
explain or restrict any of the provisions of this Agreement.
23. Survival. The provisions of this Agreement shall survive the Building
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1 Closing indefinitely, except that the representations and warranties described
in Section 5 shall survive the Building 1 Closing for a period of fourteen (14)
months. If the Building 1 Closing does not occur by the Outside Closing Date,
as extended as permitted hereby, then the provisions of this Agreement shall
terminate and shall be of no further force or effect, except for the provisions
of the last sentence of Section 1 and of Sections 10 and 25, which shall survive
indefinitely.
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24. Closing. Notwithstanding that the Contribution Agreement, the LLC
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Agreement and this Agreement are dated as of August 15, 2000, the parties hereto
understand and agree that this Agreement is being executed, and the Closing of
the transaction contemplated by the Contribution Agreement is occurring, on
August 17, 2000.
25. No Building 1 Closing. In the event that the Building 1 Closing does
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not occur, then if at any time during the existence of the LLC (so long as a
Xxxx Entity or an affiliate thereof is a member of the LLC) Parkway Corp.
desires to market for sale Building 1, then Parkway Corp. shall notify the LLC
thereof in writing (the "First Offer Notice"). Any First Offer Notice shall set
forth Parkway Corp.'s proposals as to the sale price ("First Offer Price"), the
closing date, and such other material terms and conditions that it will
initially offer to the market. Within thirty (30) days after Parkway Corp.'s
delivery of any First Offer Notice, the LLC shall notify Parkway Corp., in
writing, as to whether the LLC accepts the First Offer Price and agrees to
purchase Building 1 (the "First Offer Election Notice"). If the LLC fails to
deliver the First Offer Election Notice to Parkway Corp. within such thirty (30)
day period, then the LLC shall be conclusively deemed not to have exercised its
rights hereunder with respect to the First Offer Property, and all of the LLC's
rights and all of Parkway Corp.'s obligations set forth in this Section 25 with
respect to Building 1 shall automatically terminate and be of no further force
or effect, subject to the next sentence. If the LLC does not deliver the First
Offer Election Notice and Parkway Corp. thereafter intends to market Building 1
at a price which is less than ninety-five percent (95%) of the First Offer
Price, then Parkway Corp. shall deliver to the LLC a renewed First Offer Notice
specifying the revised First Offer Price, and the provisions above with respect
to the response of the LLC thereto shall be applicable. If the LLC delivers the
First Offer Election Notice and agrees to purchase Building 1, at the election
of the Xxxx Members, the transaction may be structured as a contribution of
Building I to the LLC so long as NYSTRS suffers no economic detriment.
Notwithstanding any other term of the LLC Agreement, and subject to the
preceding sentence, the representative of NYSTRS on the LLC Management Committee
shall have the right to make all decisions on behalf of the LLC with regard to
the First Offer Election Notice and the response to the First Offer Notice,
subject to the approval of the Xxxx Members' representative on the LLC
Management Committee, such approval not to be unreasonably withheld, delayed or
conditioned.
[Signatures Begin on the Next Page]
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on
the day and year first above written.
The Xxxx Entities:
CARRAMERICA REALTY CORPORATION,
a Maryland corporation
By: /s/Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Managing Director/Capital Markets and
Investments
CARRAMERICA REALTY, L.P., a Delaware limited
partnership
By: CARRAMERICA REALTY GP HOLDINGS, INC., a
Delaware corporation, its general partner
By: /s/Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Executive Vice President
CARRAMERICA DEVELOPMENT, INC.,
a Delaware corporation
By: /s/Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
President
CARRAMERICA DEVELOPMENT & CONSTRUCTION, L.P., a
Delaware limited partnership
By: CDC TEXAS HOLDINGS, INC., a Delaware corporation,
its general partner
By: /s/Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
President
XXXX PARKWAY NORTH I CORPORATION, a Delaware
corporation
By: /s/Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Executive Vice President
NYSTRS:
NEW YORK STATE TEACHERS' RETIREMENT SYSTEM, a public
pension system created and existing pursuant to Article
11 of the Education Law of the State of New York and
having powers and privileges of a corporation pursuant
to Section 502 thereof
By: /s/Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
Executive Director
By: /s/Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
Associate Real Estate Officer
