SEVENTH AMENDMENT
TO
FIRST AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT OF
1500 WOODLAWN LIMITED PARTNERSHIP
THIS SEVENTH AMENDMENT ("Amendment") to the First Amended and Restated
Limited Partnership Agreement of 1500 Woodlawn Limited Partnership is made and
entered into as of the ___ day of ________, 2003 by and among (i) WOODLAWN
INVESTMENT GROUP, INC., a Delaware corporation, as General Partner ("General
Partner" or "Woodlawn"), and (ii) MFA WOODLAWN, INC., XXXXXX X. PEER TRUST,
REGENCY AFFILIATES, INC., a Delaware corporation ("Regency"), XXXXXX X. XXXXX
III TRUST, ("Green"), XXXXXX XXXXX, FIREFLY CIRCLE INVESTMENT LIMITED
PARTNERSHIP, a Virginia limited partnership and XXXXXX XXXXXXX FAMILY TRUST #2
(the "Cafritz Trust"), as Limited Partners.
WITNESSETH:
WHEREAS, on November 20, 1986, Woodlawn, as General Partner, executed a
Certificate of Limited Partnership ("Certificate") forming 1500 Woodlawn Limited
Partnership (the "Partnership") as a limited partnership under the laws of the
State of Delaware, and recorded such Certificate on the 21st day of November,
1986 among the partnership records of the Office of the Secretary of State of
the State of Delaware ("Partnership Records"), and amended said Certificate by
that certain First Amended Certificate of Limited Partnership of 1500 Woodlawn
Limited Partnership dated as of February 10, 1987 and filed among the
Partnership Records on the 13th day of February, 1987, and further amended said
Certificate by that certain Second Amended Certificate of Limited Partnership of
1500 Woodlawn Limited Partnership dated as of November 22, 1988 and filed among
the Partnership Records as of December 5, 1988;
WHEREAS, Woodlawn, Xxxxxx Xxxxxxx, Xxxxxx X. Xxxxx, and Xxxxxxx X. Xxxxxx
entered into that certain Limited Partnership Agreement of 1500 Woodlawn Limited
Partnership dated as of November 20, 1986;
WHEREAS, Woodlawn, Xxxxxx Xxxxxxx, Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxx and
Skopbank (Cayman), Ltd. ("Cayman") entered into that certain First Amended and
Restated Limited Partnership Agreement of 1500 Woodlawn Limited Partnership
dated as of November 22, 1988 (the "A/R Agreement") in order to admit Cayman to
the Partnership and to amend and restate the agreement of the parties; and
WHEREAS, the parties amended the A/R Agreement by that certain First
Amendment to 1500 Woodlawn Limited Partnership Limited Partnership Agreement
dated as of December 30, 1988 in order to recognize the reallocation of
percentage interests in the Partnership, by that certain Corrective First
Amendment to First Amended and Restated Agreement of Limited Partnership of 1500
Woodlawn Limited Partnership dated as of December 30, 1988 correcting certain
errors in the First Amendment, by that certain Second Amendment to First Amended
and Restated Limited Partnership Agreement of 1500 Woodlawn Limited Partnership
dated as of April 1, 1990 in order to admit Xxxxxxxx Place Limited Partnership
and Klingle Street Investment Limited Partnership to the Partnership, by that
certain Third Amendment to First Amended and Restated Limited Partnership
Agreement of 1500 Woodlawn Limited Partnership dated August 20, 1990 in order to
modify the distribution formula for Net Cash Flow and to restrict the authority
of the General Partner, by that certain Fourth Amendment to First Amended and
Restated Limited Partnership Agreement of 1500 Woodlawn Limited Partnership
dated December 14, 1990 in order to further restrict the authority of the
General Partner, by that certain Fifth Amendment to First Amended and Restated
Limited Partnership Agreement of 1500 Woodlawn Limited Partnership dated
November 17, 1994 in order to make certain changes required in connection with
certain financing to be obtained by the Security Partnership and by that certain
Sixth Amendment to First Amended and Restated Limited Partnership Agreement of
1500 Woodlawn Limited Partnership dated November 17, 1994 in order to admit the
Cafritz Trust to the Partnership.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises
of the parties hereto, and of other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. All capitalized terms not specifically defined herein shall have the
meanings given in the A/R Agreement, as amended.
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2. Article II of the A/R Agreement, as amended, is hereby amended to add
the following defined terms:
"GSA Lease" means the lease of the Property to the United States of
America, acting by and through the General Services Administration, pursuant to
that certain U.S. Government Lease for Real Property No. GS-03B-40131, as
amended and supplemented from time to time.
"Financing" means the long-term financing to be obtained by US SSA, LLC,
to be evidenced by, among other things, an Amended and Restated Loan Agreement
by and between US SSA, LLC and Federal Funding Group, LLC, pursuant to which US
SSA, LLC will obtain a loan from Federal Funding Group, LLC, which loan will be
sold by Federal Funding Group, LLC to U.S. Bank, N.A., as trustee of U.S.
Government Social Security Building Lease Finance Trust - 2003, which trust will
issue its Federal Lease-Backed Pass-Through Certificates, Series 2003.
"Loan Documents" means the instruments, certificates, agreements and
documents as shall be necessary or appropriate in connection with the Financing.
Article II of the A/R Agreement, as amended, is further amended to delete
the definition of the defined term "Loan."
3. Article III of the A/R Agreement, as amended, is hereby amended and
restated in full to read as follows:
ARTICLE III
PURPOSES, POWER AND LIMITATIONS
Section 3.01. Purposes.
The Partnership is organized for the following purposes:
(a) to act as the general partner of the Security Partnership;
(b) as general partner of the Security Partnership, to execute,
deliver and perform the Loan Documents which the Security Partnership is
contemplated to become a party and such other agreements and instruments to
which the Partnership is permitted under the Loan Documents to become a party;
and
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(c) to engage in any activity and exercise any power permitted to
limited partnerships under the Act, and to exercise any and all powers
authorized or permitted under any law that may now or hereinafter be applicable
or available to the Partnership, to the extent that any such activities and
exercise of powers are incident to and in connection with any of the foregoing
or are necessary or convenient to accomplish any of the foregoing.
In no event shall the foregoing provisions of this Section 3.01 be
construed to limit the ability of the Partnership, on behalf of the Security
Partnership, to negotiate and enter into amendments, modifications, extensions
or replacements with respect to the GSA Lease, or any new or replacement
financing with respect to the Property, provided that the same is applicable
only to periods following the payment in full of the Financing.
Section 3.02. Independent Participant.
The following provisions are inserted herein for the management of the
Partnership:
(a) The Partnership shall at all times have an "Independent
Participant" as a member of the boards of directors of its general partner. The
Independent Participant shall have no right to vote on, approve or consent with
respect to, and no vote, approval or consent of the Independent Participant
shall be required with respect to, any matter before such general partner's
board of directors, except as specifically set forth in Article III hereof. An
"Independent Participant" shall be an individual who is not, and has not been at
any time during the preceding five years, and shall not, prior to the repayment
of the Financing become (i) a direct, indirect, legal or beneficial holder of
any direct or indirect equity interest in the Partnership or any of its
affiliates; (ii) a creditor, supplier, employee, officer, director (other than
Independent Participant), manager, contractor, lender, borrower, or affiliate of
the Partnership, any direct or indirect partner thereof, or any affiliate
thereof; (iii) a person who controls (whether directly, indirectly or otherwise)
the Partnership (except pursuant to such Independent Participant's rights
hereunder) or any of its affiliates or any person listed in clause (ii); or (iv)
member of the immediate family of a person referred to in clauses (i), (ii) or
(iii) above.
(b) The Partnership shall at all times that any amounts are due and
owing under or with respect to the Financing conduct its business and affairs so
as to cause the Partnership to be a Single-Purpose Entity, as defined below.
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(c) For purposes hereof, the term "Single-Purpose Entity" shall mean
a corporation, limited partnership or limited liability company that meets the
following requirements:
(i) was organized solely for the purposes set forth in
Section 3.01;
(ii) has not and will not engage in any business
unrelated to its business, as set forth in Section 3.01;
(iii) has not and will not have any assets other than
those assets related to the conduct of its business as set
forth under Section 3.01;
(iv) except as otherwise expressly permitted by the Loan
Documents, has not and will not engage in, seek or consent to
any dissolution, winding up, liquidation, consolidation,
merger, asset sale, transfer of partnership or membership
interests, or amendment of this Agreement;
(v) has as its general partners only entities which are
Single-Purpose Entities as defined herein and in the Loan
Documents and has at least one direct or indirect general
partner which is a corporation that has at least one
Independent Participant on its board of directors;
(vi) has not and will not fail to correct any known
misunderstanding regarding the separate identity of such
entity;
(vii) without the unanimous consent of all of its
partners and all of the members of the board of directors of
the general partner of the Partnership (including the
Independent Participant), has not and will not with respect to
itself or to any other entity in which it has a direct or
indirect legal or beneficial ownership interest: (A) file a
bankruptcy, insolvency or reorganization petition or otherwise
institute insolvency proceedings or otherwise seek any relief
under any laws relating to the relief from debts or the
protection of debtors generally; (B) seek or consent to the
appointment of a receiver, liquidator, assignee, trustee,
sequestrator, custodian or any similar official for such
entity or all or any portion of such entity's properties; (C)
make any assignment for the benefit of such entity's
creditors, except in connection with the Loan Documents; or
(D) take any action that might cause such entity to become
insolvent;
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(viii) has maintained and will maintain its accounts,
books, records and financial statements, accounting records
and other entity documents separate from any other Person;
(ix) has maintained and will maintain its books,
records, resolutions and agreements as official records;
(x) has not and will not commingle its funds or assets
with those of any other entity and will maintain separate bank
accounts in its own name;
(xi) has held and will hold its assets in its own name;
(xii) has conducted and will conduct its business in its
name and has, maintains and uses its own stationery and
invoices, which distinguish it from any other Person;
(xiii) has paid and will pay its own liabilities out of
its own funds and assets;
(xiv) has observed all partnership formalities
including, without limitation: (A) holding all partners'
meetings as are required under applicable law and this
Agreement, giving proper notice of such meetings as required
under applicable law and this Agreement; and (B) complying
with all other meetings and formalities as required under
applicable law and/or this Agreement;
(xv) has maintained and will maintain an arms-length
relationship with its affiliates;
(xvi) has no debt other than debt incurred in the
ordinary course of business and which does not, at any time,
exceed, in the aggregate, $10,000;
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(xvii) has not and will not assume or guarantee or
become obligated for the debts of any other entity or hold out
its credit as being available to satisfy the obligations of
any other entity;
(xviii) will not acquire obligations or securities of
its partners;
(xix) has allocated and will allocate fairly and
reasonably shared expenses, including, without limitation,
shared office space and uses separate stationary, invoices and
checks;
(xx) has not and will not pledge its assets for the
benefit of any other Person;
(xxi) has held and identified itself and will hold
itself out and identify itself as a separate and distinct
entity under its own name and not as a division or part of any
other Person;
(xxii) has not made and will not make loans to any
Person;
(xxiii) has not and will not identify its partners or
any affiliates of any of them as a division or part of it;
(xxiv) will dissolve only upon the bankruptcy of the
general partner thereof;
(xxv) has not entered and will not enter into or be a
party to, any transaction with its partners or its affiliates;
(xxvi) has paid and will pay the salaries of its own
employees from its own funds; and
(xxvii) has maintained and will maintain adequate
capital in light of its contemplated business operations.
Section 3.03. Limitations.
Notwithstanding any other provision of this Agreement and any provision of
law that otherwise so empowers the Partnership, the Partnership shall not,
without the affirmative vote of 100% of the partners of the Partnership and the
affirmative consent of all of the members of the board of directors of its
general partner (including the Independent Participant) do any of the following:
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(a) engage in any business or activity other than those set forth in
Section 3.01 hereof;
(b) incur any indebtedness, or assume or guaranty, any indebtedness
of any other entity other than: (i) fees and expenses to its professional
advisors and counsel; (ii) indebtedness where the person to whom the
indebtedness is owing has delivered to the Partnership an undertaking that it
will not institute against, or join any other person in instituting against the
Partnership any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding or other proceeding under any federal or state bankruptcy
or similar law, for one year and one day after all amounts due and owing with
respect to the Financing are paid in full, or look to property or assets of the
Partnership in respect of such obligations and that such obligations shall not
constitute a claim against the Partnership in the event that the Partnership's
assets are insufficient to pay in full such obligations; and (iii) other trade
indebtedness incurred in the ordinary course of business not exceeding
$10,000.00 at any one time outstanding, on account of incidentals or services
supplied or furnished to the Partnership and which is paid within forty-five
(45) days of the date incurred.
(c) dissolve or liquidate, in whole or in part, consolidate or
merge, with or into any other entity or convey or transfer its properties and
assets substantially as an entirety to any entity;
(d) acquire all or substantially all of the assets or capital stock
or other ownership interest of any other company, partnership or entity, other
than the Security Partnership; and
(e) institute proceedings to be adjudicated bankrupt or insolvent,
or consent to the institution of bankruptcy or insolvency proceedings against it
or file, or consent to, a petition seeking, or consent to, reorganization or
relief under any applicable federal or state law relating to bankruptcy, or
consent to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Partnership or any substantial
part of its property, or make any assignment for the benefit of creditors, or
admit in writing its inability to pay its debts generally as they become due, or
take action in furtherance of any such action; provided, however, that if there
shall not be an Independent Participant as required pursuant to Section 3.02(a)
hereof then in office and acting, a vote upon any matter set forth above shall
not be taken unless and until such an Independent Participant shall have been
duly elected and voting.
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4. Section 4.01 of the A/R Agreement, as amended, is amended by replacing
the date "December 31, 2031" where it appears in such Section with the date
"December 31, 2070." Section 4.01 of the A/R Agreement, as amended, is further
amended by inserting the phrase ", unless a replacement General Partner assumes
the duties and obligations of the General Partner hereunder" at the end of
clauses (a) and (b) of such Section.
5. Section 7.01 of the A/R Agreement, as amended, is hereby amended and
restated in full to read as follows:
Section 7.01. Management of the Partnership.
(a) The General Partner shall have full, complete and exclusive
discretion to manage and control the business of the Partnership to the best of
its ability, and to do any and all acts and things necessary, proper or
convenient to carry out the purposes of the Partnership, in accordance with and
subject to the provisions of Article III hereof.
(b) Without limiting the general grant of authority contained in
clause (a) above, the General Partner shall have the specific authority:
(i) subject to the limitations contained in Article III,
to engage in transactions in which the General Partner has an
actual or potential conflict of interest with the Limited
Partners or the Partnership; and
(ii) to execute, deliver and perform, in the name of the
Partnership and the Security Partnership, each and all of the
Loan Documents and the other agreements and instruments to
which the Partnership is a party.
6. Section 7.04(f)(iv) and Section 7.06(b) of the A/R Agreement, as
amended, are hereby amended by replacing the phrase "the documents evidencing
the Loan" with the phrase "the Loan Documents."
7. Section 7.04(f)(vi) and Section 15.07 of the A/R Agreement, as amended,
are hereby amended by replacing the word "Loan" with the word "Financing."
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8. Section 7.07 of the A/R Agreement, as amended, is hereby deleted.
9. The following is hereby inserted at the end of Section 9.02(a):
Anything to the contrary in this Agreement notwithstanding, no
Partner may assign his or its interest in the Partnership to any Person, and no
Partner shall suffer the direct or indirect owner of any interest in such
Partner to assign such direct or indirect interest to any Person, if such
assignment would violate the Loan Documents.
10. The Partners hereby approve, ratify and confirm the Partnership's
execution and delivery of the Security Partnership Agreement, the Ninth
Amendment thereto of even date herewith (the "Ninth Amendment") and the eight
(8) prior amendments to the Security Partnership Agreement dated as of March 12,
1987, November 22, 1988, January 1, 1989, August 20, 1990, November 17, 1994,
November 17, 1994, June 24, 1998 and April 8, 2003.
11. This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one
original agreement binding on all parties hereto, notwithstanding that all the
parties shall not have signed the said counterpart.
12. This Amendment shall be governed in all respects by the laws of the
State of Delaware (but not including the choice of law rules thereof).
13. Except as hereby expressly modified, the A/R Agreement, as amended,
shall otherwise be unchanged, shall remain in full force and effect, and is
hereby ratified and confirmed in all respects.
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IN WITNESS WHEREOF, each of the undersigned has executed or has
caused this Amendment to be duly executed on its behalf as of the day and year
first above written
GENERAL PARTNER:
WITNESS: WOODLAWN INVESTMENT GROUP, INC.
By:
------------------------------- -----------------------------------
Xxxxxx Xxxxxxx
President
LIMITED PARTNERS:
WITNESS: MFA WOODLAWN, INC.
By:
------------------------------- -----------------------------------
Xxxxxxx X. Xxxxxx
President
WITNESS: REGENCY AFFILIATES, INC.
By:
------------------------------- -----------------------------------
Name:
-----------------------------
Title:
----------------------------
WITNESS: XXXXXX X. XXXXX III TRUST
By:
------------------------------- -----------------------------------
Name:
-----------------------------
Title:
----------------------------
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WITNESS: XXXXXX X. PEER TRUST
By:
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Xxxxxx X. Xxxx, Trustee
WITNESS:
---------------------------------------
XXXXXX XXXXX
WITNESS: FIREFLY CIRCLE INVESTMENT LIMITED
PARTNERSHIP
By: Cafritz Family Trust #2, general
partner
By:
------------------------------- -----------------------------------
Xxxxxx Xxxxxxx
Trustee
WITNESS: XXXXXX XXXXXXX FAMILY TRUST #2
By:
------------------------------- -----------------------------------
Xxxxxx Xxxxxxx, Trustee
