Exhibit 10.1
AGREEMENT
This Agreement is between Xxxx-Xxxx Realty, L.P. (the "Operating
Partnership") and the entities signatory hereto listed on Schedule I hereto (the
"General Partners") concerning the partnership and limited liability entities
listed on Schedule II hereto (the "Property Partnerships") and is dated as of
December 31, 1997.
WHEREAS, the Operating Partnership is the 99% limited partner or
member of each of the Property Partnerships;
WHEREAS, the General Partners are the 1% general partners or
managers of their respective Property Partnerships as more fully set forth on
Schedule II; and
WHEREAS, the General Partners and the Operating Partnership desire
to set forth certain arrangements concerning the operation and management of the
Property Partnerships.
NOW, THEREFORE, for ten dollars and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:
Notwithstanding any provision in each respective Property
Partnership's partnership agreement or operating agreement to the contrary, each
General Partner will take any action or refrain from taking any action which the
Operating Partnership may direct it to do or refrain from doing with respect to
the business and affairs of such Property Partnership. Any act or omission done
by the General Partner in contravention of the direction of the Operating
Partnership shall be unauthorized and null and void. This shall constitute a
binding agreement under the laws of the respective jurisdiction of organization
of each Property Partnership and shall be deemed an amendment of each respective
Property Partnership's partnership or operating agreement. This Agreement
memorializes the understanding and course of dealing of the parties hereto
concerning the operation of each of the Property Partnerships since their
respective dates of inception and shall be deemed to have been in effect as of
such formation dates.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.
XXXX-XXXX REALTY, L.P.
By: XXXX-XXXX REALTY CORPORATION,
its General Partner
By: /s/ Xxxxx Xxxxxxxxx
-----------------------------------------
Xxxxx Xxxxxxxxx, Executive Vice President
and Chief Financial Officer
XXXX-XXXX SUB I, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
2
XXXX-XXXX SUB II, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
XXXX-XXXX SUB III, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
XXXX-XXXX SUB IV, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
XXXX-XXXX SUB V, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
3
XXXX-XXXX SUB VI, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
XXXX-XXXX SUB VII, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
XXXX-XXXX SUB IX, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
XXXX-XXXX SUB X, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
XXXX-XXXX SUB XI, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
4
XXXX-XXXX SUB XII, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
XXXX-XXXX SUB XIII, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
XXXX-XXXX SUB XIV, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
XXXX-XXXX SUB XV, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
XXXX-XXXX SUB XVI, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
5
XXXX-XXXX SUB XVII, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
XXXX-XXXX SUB XVIII, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
XXXX-XXXX SUB XIX, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
XXXX-XXXX SUB XX, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
XXXX-XXXX SUB XXI, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
6
XXXX-XXXX SUB XXII, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
7
SCHEDULE I
GENERAL PARTNERS
Xxxx-Xxxx Sub I, Inc., as General Partner of
Cali Property Holdings I, L.P.,
Cali Property Holdings III, L.P.,
Cali Property Holdings V, L.P., and
Xxxx-Xxxx F Properties, X.X.
Xxxx-Xxxx Sub II, Inc., as General Partner of
Cali Property Holdings VI, L.P.,
Cali Property Holdings VII, L.P.,
Cali Property Holdings VIII, L.P.,
Xxxx-Xxxx B Properties L.P.,
Xxxx-Xxxx Bridgewater Co. L.P., and
Xxxx-Xxxx Properties Co. #3 X.X.
Xxxx-Xxxx Sub III, Inc., as General Partner of
Cali Property Holdings X, L.P.,
Roseland II Limited Partnership, L.P.,
Office Associates, Ltd.,
Xxxx Properties Co. No. 11,
Xxxx-Xxxx Properties Co., and
Xxxx-Xxxx Woodbridge II X.X.
Xxxx-Xxxx Sub IV, Inc., as General Partner of
Cali Property Holdings II, L.P.,
Cali Property Holdings IV, L.P.,
Cali Property Holdings IX, L.P.,
Grove Street Associates of Jersey City Limited Partnership, and
Cali-Grove Street Urban Renewal Associates X.X.
Xxxx-Xxxx Sub V, Inc., as General Partner of
600 Parsippany Associates L.P.,
1717 Realty Associates L.P.,
Xxxxxx Princeton Associates L.P., and
400 Princeton Associates L.P.
8
Xxxx-Xxxx Sub VI, Inc., as General Partner of
400 Xxxxx Realty Associates, L.P.,
Cross Westchester Realty Associates L.P.,
Mid-Westchester Realty Associates L.P., and
So. Westchester Realty Associates X.X.
Xxxx-Xxxx Sub VII, Inc., as General Partner of
Monmouth/Atlantic Realty Associates L.P.,
Jumping Brook Realty Associates L.P.,
Horizon Center Realty Associates L.P., and
Commercenter Realty Associates X.X.
Xxxx-Xxxx Sub IX, Inc., as General Partner of
Mount Airy Realty Associates L.P.,
300 Xxxx Realty Associates L.P.,
Bridge Plaza Realty Associates L.P.,
Morristown Ten, and
Xxxx-Xxxx Willowbrook Company X.X.
Xxxx-Xxxx Sub IX, Inc., as Manager of
000 Xxxxxxx Xxxxxx LLC,
Airport Properties Associates LLC, and
Xxxxxx-Xxxxxx LLC.
Xxxx-Xxxx Sub X, Inc., as General Partner of
Cali Harborside Plaza I (Fee) Associates L.P.,
Cali Harborside (Fee) Associates L.P.,
Cal-Harbor II & III Urban Renewal Associates L.P.,
Cal-Harbor IV Urban Renewal Associates L.P., and
Cal-Harbor V Urban Renewal Associates X.X.
Xxxx-Xxxx Sub XI, Inc., as General Partner of
Cal-Harbor VI Urban Renewal Associates, L.P.,
Cal-Harbor So. Pier Urban Renewal Associates, L.P.,
Cal-Harbor No. Pier Urban Renewal Associates, L.P.
Cal-Harbor VII Urban Renewal Associates L.P.,
Parsippany Campus Realty Associates L.P., and
M-C Harsimus Partners L.P.
9
Xxxx-Xxxx Sub XII, Inc., as General Partner of
Xxxxxxx Realty Associates L.P., and
Cali Stamford Realty Associates X.X.
Xxxx-Xxxx Sub XIII, Inc., as General Partner of
Xxxx XX Realty Associates L.P.,
Elmsford Realty Associates L.P.,
Talleyrand Realty Associates L.P., and
Martine Avenue Realty Associates X.X.
Xxxx-Xxxx Sub XIV, Inc., as General Partner of
Cali Mid-West Realty Associates L.P.,
Cali So. West Realty Associates L.P.,
Cali WP Realty Associates L.P.,
White Plains Realty Associates L.P.,
Xxxx-Xxxx North Hills,
Manhasset Associates, and
M-C Rockland Partners X.X.
Xxxx-Xxxx Sub XV, Inc., as General Partner of
Cali Pennsylvania Realty Associates, L.P., and
Xxxx-Xxxx-R Company No. 1 X.X.
Xxxx-Xxxx Sub XVI, Inc., as General Partner of
Moorestown Realty Associates L.P., and
Princeton Corporate Center Realty Associates X.X.
Xxxx-Xxxx Sub XVII, Inc., as General Partner of
Xxxx-Xxxx Texas Property, X.X.
Xxxx-Xxxx Sub XVIII, Inc., as General Partner of
Xxxx-Xxxx Century III Investors, X.X.
Xxxx-Xxxx Sub XIX, Inc., as General Partner of
Brandeis Building Investors, X.X.
Xxxx-Xxxx Sub XX, Inc., as General Partner of
Xxxx-Xxxx Metropolitan Ltd.
Xxxx-Xxxx Sub XXI, Inc., as General Partner of
Xxxxxx Realty Associates L.P.,
Xxxx-Xxxx California Development Associates L.P., and
Xxxx-Xxxx California Partners L.P.
10
Xxxx-Xxxx Sub XXII, Inc., as General Partner of
9060 East Via Xxxxx Co., LTD,
Xxxx-Xxxx Xxxxxxxxx Limited Partnership, and
Xxxx-Xxxx Glendale Limited Partnership.
11
Xxxx-Xxxx Woodbridge II L.P.
Cali Property Holdings IX, L.P.
Cali Property Holdings II, L.P.
Grove Street Associates of Jersey City Limited Partnership
Cali-Grove Street Urban Renewal Associates L.P.
Cali Property Holdings IV, L.P.
600 Parsippany Associates L.P.
1717 Realty Associates X.X.
Xxxxxx Princeton Associates L.P.
400 Princeton Associates L.P.
400 Xxxxx Realty Associates, L.P.
Cross Westchester Realty Associates L.P.
Mid-Westchester Realty Associates L.P.
So. Westchester Realty Associates L.P.
Monmouth/Atlantic Realty Associates L.P.
Jumping Brook Realty Associates L.P.
Horizon Center Realty Associates L.P
Commercenter Realty Associates L.P.
12
Mount Airy Realty Associates L.P.
300 Xxxx Realty Associates L.P.
Bridge Plaza Realty Associates L.P.
000 Xxxxxxx Xxxxxx LLC
Airport Properties Associates LLC
Xxxxxx-Xxxxxx LLC
Morristown Ten
Xxxx-Xxxx Willowbrook Company L.P.
Cali Harborside Plaza I (Fee) Associates L.P.
Cali Harborside (Fee) Associates L.P.
Cal-Harbor II & III Urban Renewal Associates L.P.
Cal-Harbor IV Urban Renewal Associates L.P.
Cal-Harbor V Urban Renewal Associates L.P.
Cal-Harbor VI Urban Renewal Associates L.P.
Cal-Harbor So. Pier Urban Renewal Associates L.P.
Cal-Harbor No. Pier Urban Renewal Associates L.P.
Cal-Harbor VII Urban Renewal Associates L.P.
Parsippany Campus Realty Associates L.P.
13
Cali Stamford Realty Associates L.P.
M-C Harsimus Partners X.X.
Xxxxxxx Realty Associates L.P.
Xxxx XX Realty Associates L.P.
Elmsford Realty Associates L.P.
Talleyrand Realty Associates X.X.
Xxxxxxx Avenue Realty Associates L.P.
Cali Mid-West Realty Associates L.P.
Cali So. West Realty Associates L.P.
Cali WP Realty Associates X.X.
Xxxxx Plains Realty Associates X.X.
Xxxx-Xxxx North Hills
Manhasset Associates
M-C Rockland Partners L.P.
Cali Pennsylvania Realty Associates, X.X.
Xxxx-Xxxx-R Company No. 1 L.P.
Moorestown Realty Associates L.P.
Princeton Corporate Center Realty Associates L.P.
00
Xxxx-Xxxx Xxxxx Property X.X.
Xxxx-Xxxx Century III Investors, X.X.
Xxxxxxxx Building Investors, X.X.
Xxxx-Xxxx Metropolitan Ltd.
Xxxx-Xxxx California Development Associates X.X.
Xxxx-Xxxx California Partners X.X.
Xxxxxx Realty Associates L.P.
9060 East Via Xxxxx Co., LTD
Xxxx-Xxxx Xxxxxxxxx Limited Partnership
Xxxx-Xxxx Glendale Limited Partnership
15
AGREEMENT
This Agreement is between the entities signatory hereto listed on Schedule
I (the "Non-Managing General Partners") and the entities signatory hereto listed
on Schedule II hereto (the "Managing General Partners") concerning the
partnerships listed on Schedule III hereto (the "Property Partnerships") and is
dated as of December 31, 1997.
WHEREAS, the Non-Managing General Partners are the 99.9% general
partners of each of their respective Property Partnerships;
WHEREAS, the Managing General Partners are the .1% general partners
of their respective Property Partnerships; and
WHEREAS, the Managing General Partners and the Non-Managing General
Partners desire to set forth certain arrangements concerning the operation and
management of the Property Partnerships.
NOW, THEREFORE, for ten dollars and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:
Notwithstanding any provision in each respective Property
Partnership's partnership agreement to the contrary, each Managing General
Partner will take any action or refrain from taking any action which the
Non-Managing General Partner may direct it to do or refrain from doing with
respect to the business and affairs of such Property Partnership. Any act or
omission done by the Managing General Partner in contravention of the direction
of the Non-Managing General Partner shall be unauthorized and null and void.
This shall constitute a binding agreement under the laws of the respective
jurisdiction of organization of each Property Partnership and shall be deemed an
amendment of each respective Property Partnership's partnership agreement. This
Agreement memorializes the understanding and course of dealing of the parties
hereto concerning the operation of each of the Property Partnerships since their
respective dates of inception and shall be deemed to have been in effect as of
such formation dates.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.
CALI PROPERTY HOLDINGS I, L.P.,
By: Xxxx-Xxxx Sub I, Inc., its
General Partner
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
CALI PROPERTY HOLDINGS II, L.P.
By: Xxxx-Xxxx Sub IV, Inc., its
General Partner
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
CALI PROPERTY HOLDINGS III, L.P.
By: Xxxx-Xxxx Sub I, Inc., its
General Partner
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
2
CALI PROPERTY HOLDINGS IV, L.P.
By: Xxxx-Xxxx Sub I, Inc., its
General Partner
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
CALI PROPERTY HOLDINGS V, L.P.
By: Xxxx-Xxxx Sub I, Inc., its
General Partner
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
CALI PROPERTY HOLDINGS VI, L.P.
By: Xxxx-Xxxx Sub II, Inc., its
General Partner
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
3
CALI PROPERTY HOLDINGS VII, L.P.
By: Xxxx-Xxxx Sub II, Inc., its
General Partner
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
CALI PROPERTY HOLDINGS VIII, L.P.
By: Xxxx-Xxxx Sub II, Inc., its
General Partner
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
CALI PROPERTY HOLDINGS IX, L.P.
By: Xxxx-Xxxx Sub IV, Inc., its
General Partner
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
4
CALI PROPERTY HOLDINGS X, L.P.
By: Xxxx-Xxxx Sub III, Inc., its
General Partner
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
XXXX-XXXX SUB I, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
XXXX-XXXX SUB II, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
XXXX-XXXX SUB III, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
5
XXXX-XXXX SUB IV, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
6
SCHEDULE I
NON-MANAGING GENERAL PARTNERS
Cali Property Holdings I, L.P., as
Non-Managing General Partner of
Cali Building V Associates
Cali Property Holdings II, L.P., as
Non-Managing General Partner of
Century Plaza Associates
Cali Property Holdings III, L.P., as
Non-Managing General Partner of
Six Commerce Drive Associates
Cali Property Holdings IV, L.P., as
Non-Managing General Partner of
Tenby Chase Apartments
Cali Property Holdings V, L.P., as
Non-Managing General Partner of
000 Xxxxxxxx Xxxxxxxx Associates
Cali Property Holdings VI, L.P., as
Non-Managing General Partner of
00 Xxxxxxxx Xxxxx Associates
Cali Property Holdings VII, L.P., as
Non-Managing General Partner of
C.W. Associates
Cali Property Holdings VIII, L.P., as
Non-Managing General Partner of
D.B.C. Associates
Cali Property Holdings IX, L.P., as
Non-Managing General Partner of
00 Xxxxxxxx Xxxxx Associates
Cali Property Holdings X, L.P., as
Non-Managing General Partner of
Chestnut Ridge Associates
7
SCHEDULE II
MANAGING GENERAL PARTNERS
Xxxx-Xxxx Sub I, Inc., as
Managing General Partner of
000 Xxxxxxxx Xxxxxxxx Associates,
Six Commerce Drive Associates,
Cali Building V Associates
Xxxx-Xxxx Sub II, Inc., as
Managing General Partner of
00 Xxxxxxxx Xxxxx Xxxxxxxxxx,
X.X. Associates,
D.B.C. Associates
Xxxx-Xxxx Sub III, Inc., as
Managing General Partner of
Chestnut Ridge Associates
Xxxx-Xxxx Sub IV, Inc., as
Managing General Partner of
00 Xxxxxxxx Xxxxx Associates,
Century Plaza Associates, and
Tenby Chase Apartments
SCHEDULE III
PROPERTY PARTNERSHIPS
Cali Building V Associates
Century Plaza Associates
Six Commerce Drive Associates
Tenby Chase Apartments
500 Columbia Turnpike Associates
00 Xxxxxxxx Xxxxx Associates
C.W. Associates
D.B.C. Associates
00 Xxxxxxxx Xxxxx Associates
Chestnut Ridge Associates
AGREEMENT
This Agreement is among Xxxx-Xxxx Realty, L.P. (the "Operating
Partnership"), Xxxx-Xxxx Property Trust and Xxxx-Xxxx Sub VIII (the "General
Partner") concerning the partnerships listed on Schedule I hereto (the "Property
Partnerships") and is dated as of December 31, 1997.
WHEREAS, the Operating Partnership is the 10% limited partner of
each of the Property Partnerships;
WHEREAS, the General Partner is the 1% general partner of each of
the Property Partnerships;
WHEREAS, Xxxx-Xxxx Property Trust is the 89% general partner of each
of the Property Partnerships; and
WHEREAS, the General Partner, Xxxx-Xxxx Property Trust and the
Operating Partnership desire to set forth certain arrangements concerning the
operation and management of the Property Partnerships.
NOW, THEREFORE, for ten dollars and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:
Notwithstanding any provision in each respective Property
Partnership's partnership agreement to the contrary, each General Partner will
take any action or refrain from taking any action which the Operating
Partnership may direct it to do or refrain from doing with respect to the
business and affairs of such Property Partnership. Any act or omission done by
the General Partner in contravention of the direction of the Operating
Partnership shall be unauthorized and null and void. This shall constitute a
binding agreement under the laws of the respective jurisdiction of organization
of each Property Partnership and shall be deemed an amendment of each respective
Property Partnership's partnership agreement. This Agreement memorializes the
understanding and course of dealing of the parties hereto concerning the
operation of each of the Property Partnerships since their respective dates of
inception and shall be deemed to have been in effect as of such formation dates.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.
XXXX-XXXX REALTY, L.P.
By: XXXX-XXXX REALTY CORPORATION,
its General Partner
By: /s/ Xxxxx Xxxxxxxxx
-----------------------------------------
Xxxxx Xxxxxxxxx, Executive Vice President
and Chief Financial Officer
XXXX-XXXX PROPERTY TRUST
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Xxxxx X. Xxxxxx
Executive Vice President
XXXX-XXXX SUB VIII, INC.
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Xxxxx X. Xxxxxx
Executive Vice President
2
Schedule I
PROPERTY PARTNERSHIPS
Cal-Tree Realty Associates L.P.,
Five Sentry Realty Associates L.P., and
Cali Airport Realty Associates L.P.
3
