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EXHIBIT 10.36
BUY-OUT AGREEMENT
This BUY-OUT AGREEMENT ("Agreement") is executed as of the 24th day of
April, 1998 by and between CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP, a
Delaware limited partnership ("Crescent"), and CRESCENT OPERATING, INC., a
Delaware corporation ("COI").
RECITALS
A. Crescent owns rights under and pursuant to that certain Amended
and Restated Right of First Refusal Agreement dated July 1, 1996, among
Hillwood DBL, Ltd., a Texas limited partnership ("Hillwood GP"), Hillwood
Basketball Partners, Ltd., a Texas limited partnership ("Hillwood LP"), Dallas
Mavericks, Inc., a Texas corporation and Dallas Basketball Limited, a Texas
limited partnership ("DBL"), as amended by that certain First Amendment to
Amended and Restated Right of First Refusal Agreement effective May 9, 1997,
among Hillwood GP, Hillwood LP, DBL, Crescent and COI (collectively, the "ROFR
Agreement"), which rights include the right to participate in the Corporation
(as hereafter defined) and the Partnership (as hereafter defined). COI is
participating in the ownership of both the Corporation and the Partnership
through the rights held by Crescent and is entering into this Agreement in
consideration of being granted the opportunity to participate in the
Corporation and Partnership by Crescent.
B. Pursuant to the XXXX Xxxxxxxxx, Xxxxxxxx and COI have each
acquired and hold certain non-voting common stock of Corporate Arena
Associates, Inc., a Texas corporation (the "Corporation") and are parties to
that certain Corporate Arena Associates, Inc. Shareholders Agreement with the
Corporation and X.X. Xxxxx, Xx., dated April 24, 1998 (the "Shareholders
Agreement"). Pursuant to various agreements to which it is a party, the
Corporation is a participant in the financing and development, for the use and
benefit of the public, of a community and sports venue project authorized by
resolutions of the City Council of the City of Dallas, Texas, including a new
multi-purpose indoor community entertainment and sports center, structured and
surface parking facilities and necessary street, sewer and utility improvements
(collectively, the "Arena Project") on a site located in Dallas, Texas
consisting of approximately 00 xxxxx (xxx "Xxxxx Xxxx").
C. Pursuant to the XXXX Xxxxxxxxx, Xxxxxxxx and COI are involved in
negotiations that are currently contemplated to result in the acquisition by
each of them of a limited partnership interest in Hillwood/1642, Ltd., a Texas
limited partnership (the "Partnership"). Crescent and COI have received,
reviewed and are in the process of negotiating the terms of a partnership
agreement which, when executed, will evidence their ownership interest in the
Partnership, which is anticipated to be styled the "Amended and Restated
Agreement of Limited Partnership of Hillwood/1642, Ltd." (the "Partnership
Agreement") and which, when executed, will evidence their ownership interest in
the Partnership. It is contemplated that the Partnership
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will own certain real property adjacent to or in the vicinity of the Arena Land
(the "Ancillary Land"). In addition, it is contemplated that the Partnership
Agreement will allow for or require the creation of "Opportunity Partnerships,"
"REIT Partnerships" and "Subsidiary Partnerships," as such terms are defined in
the existing draft of the Partnership Agreement.
D. Crescent Real Estate Equities Company, a Texas real estate
investment trust ("Crescent REIT"), indirectly owns a controlling ownership
interest in Crescent, thereby having an indirect interest in the Corporation
and the Partnership. Crescent REIT has elected to be taxed as a real estate
investment trust ("REIT") under the Internal Revenue Code of 1986, as amended
(the "Code"); and therefore, the nature and type of assets that can be owned by
Crescent REIT, and the nature and structure of such ownership, are restricted
by various provisions of the Code.
E. In order to preserve Crescent REIT's status as a REIT for federal
income tax purposes, Crescent desires to establish an arrangement with COI for
the disposition of any "REIT Asset" (as defined herein) and COI desires the
right to purchase such REIT Asset from Crescent.
NOW, THEREFORE, in consideration of the foregoing recitals and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. Buy-Out Obligation; Covenants.
(a) Definitions. As used in this Agreement:
(i) "Arena Related Asset" means (A) any asset, or
interest therein related to the Arena Project or the Ancillary Land or
any improvements developed or owned thereon, owned, held or operated,
directly or indirectly, by (1) the Corporation or the Partnership or
any of their respective affiliates or subsidiaries (including any
Subsidiary Partnership or Opportunity Partnership) or (2) Crescent or a
Crescent Affiliate, (B) any asset, or interest therein, described in the
immediately preceding clause (i)(A) that is sold, assigned, distributed
or otherwise transferred by the Corporation or Partnership to Crescent
or a Crescent Affiliate, (C) the shares of stock of the Corporation now
owned or hereafter acquired by Crescent or a Crescent Affiliate, (D) the
partnership interests of the Partnership now owned or hereafter acquired
by Crescent or a Crescent Affiliate, (E) the partnership interests in
any Opportunity Partnership, any REIT Partnership or any Subsidiary
Partnership or (F) any other asset or interest therein now or hereafter
owned, held or operated, directly or indirectly, by Crescent and
associated with the Arena Project or the Ancillary Land.
(ii) "Crescent Affiliate" means any entity in which
Crescent owns either directly or indirectly any legal or beneficial
interest, including but not limited to the Corporation and the
Partnership.
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(iii) "Determination" means a conclusion, supported by
opinion of counsel to Crescent REIT.
(iv) "REIT Asset" includes any Arena Related Asset which
is or becomes an asset the continued ownership of which would or could
cause the occurrence of a REIT Event.
(v) "REIT Event" means the acquisition or ownership by
Crescent or a Crescent Affiliate of a direct or indirect interest in an
Arena Related Asset or the Partnership (or a Subsidiary Partnership,
REIT Partnership or an Opportunity Partnership) or Crescent or a
Crescent Affiliate entering into a transaction that would not be prudent
for a REIT to acquire, own or enter into because such asset or
transaction (A) could generate gross income that does not qualify as
income within the meaning of Section 856(c)(2) or Section 856(c)(3) of
the Code, (B) constitutes an asset that could cause Crescent to fail one
or more of the asset tests described in Section 856(c)(5) of the Code,
(C) could generate prohibited transaction income described in Section
857 (b)(6) of the Code or (D) could otherwise adversely impact Crescent
REIT's ability to qualify as a REIT for federal income tax purposes.
(b) Required Purchase. In the event Crescent makes a
Determination that Crescent or any Crescent Affiliate holds or acquires or may
hold or acquire (whether through direct or indirect acquisition or ownership,
enactment of legislation, issuance of regulatory or administrative
pronouncements or otherwise) any REIT Asset, at the option of Crescent
(exercised in accordance with the further terms of this Agreement), and subject
to the following conditions, COI shall purchase all or part of such REIT Asset
as determined by Crescent in accordance with the further provisions of this
Agreement. Notwithstanding the foregoing, if Crescent elects to purchase
shares of class B common stock in Hillwood Arena (as such term is defined in
the Shareholders Agreement) pursuant to Section 6B(v) of the Shareholders
Agreement (the "XxXxxxx Stock") with the intent (formed at or prior to the time
the XxXxxxx Stock is purchased) to make a Determination that all or part of the
XxXxxxx Stock is a REIT Asset based on facts and circumstances existing at the
time of the purchase of the XxXxxxx Stock, then COI will have the right but not
the obligation to purchase the XxXxxxx Stock pursuant to this Agreement.
(c) Conditions to Purchase Obligation. The obligation of COI
to purchase all or part of the REIT Asset is subject to the following
conditions being met at the time of the purchase:
(i) Crescent has, if requested by COI, made Financing
(as such term is defined in Section 4(b)) available to COI for such
purpose;
(ii) The acquisition and ownership of the REIT Asset by
COI does not violate any law to which COI is subject or by which its
properties or assets are bound;
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(iii) Crescent has executed and delivered (or is prepared
to execute and deliver) the Transfer Documents (as such term is defined
in Section 4(a)); and
(iv) The transfer and assignment of the REIT Asset is
permitted by and will not cause any default under or in connection with
the Partnership Agreement or the Shareholders Agreement, as applicable.
(d) Exclusive Right to Purchase. In the event COI is not in
default of any of its obligations hereunder, upon the determination by Crescent
or the applicable Crescent Affiliate that it will dispose of a REIT Asset
because of the occurrence of a REIT Event, Crescent or the applicable Crescent
Affiliate may not sell the applicable REIT Asset to any other person or entity
without COI's prior written consent. Nothing contained herein will constitute
or give COI the right to purchase any Arena Related Asset owned by Crescent or
the applicable Crescent Affiliate unless and until a Determination occurs that
causes such Arena Related Asset to be a REIT Asset, nor does it affect in any
manner the ability of Crescent or the applicable Crescent Affiliate to,
directly or indirectly, transfer, assign, sell, convey, encumber or otherwise
dispose of any Arena Related Asset prior to the time there is a Determination
by Crescent that said Arena Related Asset becomes a REIT Asset.
(e) Covenants.
(i) Exercise of Preemptive Rights. Unless otherwise
agreed, Crescent and COI will each exercise their preemptive rights to
acquire "Additional Non-Voting Shares" (as such term is defined in the
Shareholders Agreement) at such times and in such proportions as may be
necessary to maintain their relative ownership of Non-Voting Shares in
the Corporation, as the same may change from time-to-time in accordance
with this Agreement or as agreed by Crescent and COI. The foregoing is
solely for the benefit of Crescent, COI and their respective permitted
successors and assigns and may not be relied upon or enforced by any
other person or entity.
(ii) Ancillary Development Opportunity. Crescent and
COI agree to continue to use commercially reasonable efforts to acquire
an interest in the Partnership pursuant to the ROFR Agreement, generally
in accordance with the terms and conditions contained in the draft
documents circulated in connection therewith prior to the date hereof,
including, without limitation, the allocation of the ownership interest
in the Partnership (as between Crescent and COI) such that Crescent
obtains no more than a 9.9% interest in the Partnership and COI obtains
any remaining interest therein to which Crescent may be entitled
pursuant to the ROFR Agreement. The foregoing is solely for the benefit
of Crescent, COI and their respective permitted successors and assigns
and may not be relied upon or enforced by any other person or entity.
2. Procedures for Buy-Out. At any time Crescent or a Crescent
Affiliate holds or acquires a REIT Asset (such event being referred to as a
"Buy-Out Event"), Crescent may deliver to COI written notice of the Buy-Out
Event ("Buy-Out Notice") which notice shall
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provide a description of the REIT Asset (or such interest therein as Crescent
designates, such REIT Asset or interest being referred to herein as the "Buy-
Out Interest"), the Buy-Out Price (as defined herein) and the Closing Date (as
defined herein). "Buy-Out Price" shall be the fair market value of the Buy-Out
Interest determined in good faith by Crescent, at which price Crescent or the
Crescent Affiliate, as applicable, will agree to sell the Buy-Out Interest to
COI. At the earlier of ten (10) days after delivery of the Buy-Out Notice or
five (5) business days prior to the Closing Date, COI shall deliver a written
response to Crescent which response shall either state: (i) that COI agrees
to the Buy-Out Price ("Acceptance Response"), or (ii) COI's good faith opinion
of the fair market value of the Buy-Out Interest ("Alternate Price Response").
If COI fails to timely deliver either an Acceptance Response or Alternate Price
Response, COI shall be deemed to have agreed to the Buy-Out Price. If COI
delivers an Alternate Price Response to Crescent, (1) the parties shall
promptly engage in good faith negotiations to agree on an acceptable amount for
the fair market value of the Buy-Out Interest (the "Agreed Price"), and (2) if
the parties have not agreed upon an Agreed Price by the Closing Date (as
defined in Section 4): (A) the price paid by COI shall be the amount stated in
the Alternative Price Response subject to adjustment as provided in Section
3(c), (B) the parties shall perform their respective obligations as provided in
Section 4 and (C) either party may initiate an arbitration proceeding in
accordance with Section 3 of this Agreement. Notwithstanding anything to the
contrary contained herein, in the event the transfer involved a determination
under Section 5.7 of the Partnership Agreement that a REIT Event has occurred
and the distribution and transfer to a REIT Partnership occurs pursuant to said
provision, the parties agree that the transfer of the related Buy-Out Interest
hereunder will be deemed to have occurred at the time specified in Section 5.7
of the Partnership Agreement and all income, gain, loss, deduction, credit,
distributions, capital calls or other ownership rights and obligations with
regard to the interest in the REIT Partnership that constitutes a REIT Asset
with respect to Crescent REIT shall be allocated to COI as of said date
notwithstanding the date on which any documents required hereunder are executed
and delivered.
3. Arbitration Procedures.
(a) Arbitration Notice. In the event the parties are not able
to agree on the Agreed Price for the Buy-Out Interest as provided for in
Section 2, either party may thereafter deliver a written notice ("Arbitration
Notice") to the other party and the American Arbitration Association ("AAA")
(Dallas Office) notifying both of its intent to resolve the dispute in
accordance with the further provisions of this Section 3 and the Commercial
Arbitration Rules of the AAA then in effect ("AAA Rules"). However, the
provisions of this Section shall control over any contrary provisions in the
AAA Rules.
(b) Dispute Resolution. Within five (5) days after the
delivery of an Arbitration Notice, each party shall deliver to the other party
a written statement of its opinion of the fair market value of the Buy-Out
Interests (each an "Original Resolution"). Crescent's statement is hereafter
called "Crescent's Resolution" and COI's statement is hereafter called "COI's
Resolution." The resolution of the dispute shall be either Crescent's
Resolution or COI's Resolution based upon the determination of a panel of three
arbitrators ("Arbitrators")
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selected in accordance with the further provisions of this Section. All of the
Arbitrators shall be selected from the panel of arbitrators submitted by AAA.
Within ten (10) days after either party delivers an Arbitration Notice to the
other party and the AAA requesting arbitration in accordance with the
provisions of this subsection, AAA shall deliver a list ("Panel List") of seven
(7) qualified arbitrators to Crescent and COI. Within ten (10) days after the
delivery of the Panel List, each party shall send written notice ("Party
Selection Notice") to the other party and the AAA indicating its choice of one
arbitrator and indicating up to two persons on the Panel List to which it
objects ("Objectionable Persons"). Within ten (10) days after its receipt of
both Party Selection Notices, the AAA shall select a third arbitrator from the
Panel List by delivering written notice ("AAA Selection Notice") of its
selection to both parties. The third arbitrator shall not be an Objectionable
Person. The Arbitrators shall be one person selected by each party and one
person selected by the AAA. Within five (5) days after the date of the
delivery of the AAA Selection Notice, Crescent and COI shall submit their
respective Resolution in writing (which may not be different from their
respective original Resolutions), together with the supporting data and facts
used to determine their Resolution, to the Arbitrators. Within twenty (20)
days after the Resolutions are submitted, the Arbitrators shall hold a hearing
during which Crescent and COI may present evidence in support of their
respective resolutions. Within fifteen (15) days after the date on which the
hearing is completed, the Arbitrators will determine a resolution ("Final
Resolution") based upon the parties' submissions and evidence presented. The
Final Resolution shall be either Crescent's Resolution or COI's Resolution.
The Arbitrator's determination shall be binding on Crescent and COI and may be
enforced by a court of competent jurisdiction. The cost of such arbitration
shall be paid by the party whose Resolution was not selected.
(c) Payments under Final Resolution. In the event the Final
Resolution is that the fair market value of the Buy-Out Interest is more than
the amount paid by COI to Crescent or the applicable Crescent Affiliate at the
Closing (as defined below), COI shall pay (subject to the provisions of Section
4(b), below) Crescent the difference, plus accrued interest thereon at the
Adjustment Rate calculated from the date of Closing through the date of
payment, within seven (7) days after the date of the Final Resolution.
"Adjustment Rate" means a rate per annum equal to the lesser of (i) a fixed
rate that is the interest rate publicly quoted by The Wall Street Journal as
the "prime rate" on the Business Day (as defined in the Partnership Agreement)
immediately preceding the date of Closing; or (ii) the maximum rate permitted
by applicable law.
4. Closing; Financing.
(a) Time and Place of Closing. The closing ("Closing") of the
sale by Crescent or the applicable Crescent Affiliate, as applicable, and the
purchase by COI of any Buy-Out Interest shall take place at the offices of
Crescent, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, Xxxxx 00000 (or at such
other location as indicated by Crescent in the Buy-Out Notice). Except as
otherwise provided herein, the Closing shall occur on the date specified by
Crescent in the Buy-Out Notice (but in no event earlier than 10 days after the
date that COI receives the Buy-Out Notice) unless the parties otherwise agree
(which agreement will not be unreasonably
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withheld or delayed) in writing. At the Closing, COI shall pay the cash
portion of the purchase price and, if applicable, execute the financing
documents referred to in Section 4(b), below, and Crescent or the Crescent
Affiliate (if applicable) and COI shall each execute and deliver such documents
("Transfer Documents") as are typically executed by parties to similar
transactions in order to assign all right, title and interest of the assigning
party in the Buy-Out Interest to COI. The Transfer Documents shall include
commercially reasonable provisions (including, without limitation, reasonable
representations from Crescent or the applicable Crescent Affiliate regarding
title, material information regarding the Buy-Out Interest that is available to
Crescent which is not available to COI and an agreement regarding
indemnification) as to which Crescent and COI shall agree, which agreement
shall not be unreasonably withheld or delayed. The failure of the parties to
agree on a purchase price for the Buy-Out Interest shall not delay the Closing
of the sale of such asset by Crescent or the Crescent Affiliate, as applicable,
to COI (such Closing shall proceed based upon the purchase price set forth in
the Alternate Price Response), nor shall Closing alter the right or obligations
of the parties regarding the unresolved purchase price. The parties agree that
the Transfer Documents shall reflect the appropriate effective time of the
transfer as required by the last sentence of Section 2, above. Notwithstanding
the foregoing, in the event Crescent notifies COI that it has been advised by
tax counsel that the transfer of the REIT Asset should occur prior to the end
of a calendar quarter and such date is prior to the date on which the Closing
would otherwise occur pursuant to this paragraph, the Closing will be
accelerated to the last business day prior to the last day of the applicable
calendar quarter (e.g., September 29 for the calendar quarter ending September
30, 1998). Crescent will not unreasonably delay giving notice to COI of the
occurrence of an event which will give rise to the transfer described in the
preceding sentence. Subject to the last sentence of Section 2, above, all
income, gain, loss, deduction, credit, distributions, capital calls, or other
ownership rights and obligations with regard to the REIT Asset will be
allocated among the parties through and including the date of Closing unless
the documents governing the interest transferred require otherwise.
(b) Financing. Crescent or the applicable Crescent Affiliate,
as the case may be (the "Lender"), agrees that at a Closing the Lender will, if
requested by COI, finance (a "Financing") up to the Finance Amount (as defined
herein) by the acceptance of a promissory note and related security documents
from COI in such form as may be reasonably agreed by the Lender and COI. The
loan evidenced by such documents (the "Loan") will (i) be recourse as to COI,
(ii) fully amortize through the payment of quarterly installments (beginning
with the date which is 3 months from the date of Closing) over a period of 3
years from the date of the Loan, (iii) bear interest at the Adjustment Rate,
and (iv) be secured by a security interest in the REIT Asset which is being
purchased. The term "Finance Amount" means the lesser of (A) (1) with respect
to a REIT Asset which is a direct interest in the Partnership, an Opportunity
Partnership, a Subsidiary Partnership or a REIT Partnership, 80% of the
purchase price of such REIT Asset and (2) with respect to any other REIT Asset,
50% of the purchase price thereof or (B) such lesser percentage of the purchase
price of the applicable REIT Asset as Crescent determines in its sole
discretion is necessary to insure that the Loan will be treated as debt of COI
for federal income tax purposes as opposed to equity of COI. Notwithstanding
the foregoing, in the event the Finance Amount would otherwise be 50% of the
purchase price of the REIT Asset and COI
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requests additional temporary financing, the Finance Amount may be up to 80% of
the purchase price provided that COI must reduce the principal balance thereof
to 50% of the purchase price within ninety (90) days of the Closing. Crescent
will, upon request of COI, allow COI to place a subordinate lein on the assets
pledged to secure the Loan on commercially reasonable terms including, for this
purpose, an agreement by Crescent to provide the subordinate lienholder notice
of a default by COI and an opportunity to cure such default. At the request of
COI, Crescent will use commercially reasonable efforts to assist COI in
obtaining the consent of the Class A Shareholder of the Corporation to a pledge
of COI's stock in the Corporation as security for a loan, the proceeds of which
will be used to pay all or part of the cash portion of the purchase price of
the applicable REIT Asset.
(c) Time of Closing for REIT Partnership. Notwithstanding any
indication in this Agreement to the contrary, the Closing of a transfer of an
interest in a REIT Partnership will be deemed to have occurred at the time
specified in Section 5.7 of the Partnership Agreement. The Lender will be
deemed to have financed the entire purchase price of such REIT Partnership
interest at such time. The documents evidencing such Closing and the Loan
shall be executed by COI within 30 days after notification by Crescent and, at
such time, COI shall pay Crescent or the applicable Crescent Affiliate an
amount of cash sufficient to reduce the principal balance of the Loan to the
proper Finance Amount. Nothing contained in this Section 4(c) will be deemed
to constitute a waiver of any conditions set forth in Section 1(c).
5. Term. This Agreement shall remain in effect until the date on
which neither Crescent nor any Crescent Affiliate owns any interest in any
Arena Related Asset.
6. Miscellaneous.
(a) Notices. All notices, requests, or consents provided for
or permitted to be given under this Agreement must be in writing and must be
given either by depositing that writing in the United States Mail, addressed to
the recipient, postage paid, and registered or certified with return receipt
requested or by delivering that writing to the recipient in person, by courier,
or by facsimile transmission; and a notice, request, or consent given under
this Agreement is effective on receipt by the party to receive it. All
notices, requests, and consents to be sent to a party hereto must be sent to or
made at the following addresses or such other address as that party may specify
by notice to the other parties:
If to Crescent:
Crescent Real Estate Equities Limited Partnership
Attn: Xxxxx X. Xxxx, Esq.
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
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With a copy to:
Xxxxx XxXxxxxxx & Oaks Xxxxxxxx, L.L.P.
Attn: Xxxxxx X. Xxxxx, Esq.
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
If to COI:
Crescent Operating, Inc.
Attn: Xxxxxxx X. Xxxxxxx
000 X. 0xx Xxxxxx, Xxxxx 0000
Xxxx Xxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
With a copy to:
Xxxxxxxx & Xxxxxx L.L.P.
Attn: Xxxxxxx X. Xxxxxxxx, Esq.
000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx Xxxxxxxx
Xxxx Xxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
(b) Entire Agreement. This Agreement constitutes the entire
agreement of the parties and supersedes all prior contracts or agreements with
respect to the subject matter herein whether oral or written.
(c) Amendment or Modification of Agreement. This Agreement
may be amended or modified from time to time only by a written instrument
adopted by both of the parties.
(d) Binding Effect. This Agreement is binding upon and inures
to the benefit of the parties and their respective heirs, legal
representatives, successors (including, without limitation, a successor by
merger or other business combination), and permitted assigns; provided,
however, that the parties hereto may assign their interest or obligations
herein or pursuant hereto only (i) to an unrelated third party, with the
express written consent of the other party hereto which consent may be withheld
in such party's sole discretion, (ii) to a Crescent Affiliate with the express
written consent of the other party hereto which consent will not be
unreasonably withheld or delayed, (iii) to a wholly-owned subsidiary of COI, or
(iv) pursuant to a merger or other business combination; provided, however, (A)
no such assignment will relieve the party assigning any interest or obligations
hereunder of any such obligations or liabilities without the express written
consent of the other party, in such party's sole discretion
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and (B) any such assignment must not violate the terms and provisions of the
Shareholders Agreement or the Partnership Agreement including, without
limitation, any restrictions on transfer.
(e) Governing Law; Severability. This agreement is governed
by and shall be construed in accordance with the internal laws of the State of
Texas. If any provision of this Agreement or the application thereof to any
person or circumstance is held invalid or unenforceable to any extent, the
remainder of this Agreement and the application of that provision to other
persons or circumstances is not affected thereby and that provision shall be
enforced to the greatest extent permitted by law.
(f) Further Assurances. In connection with this Agreement and
the transactions contemplated hereby, each party shall execute and deliver any
additional documents and instruments and perform any additional acts that
reasonably may be deemed necessary or appropriate to effectuate and perform the
provisions of this Agreement and the transactions contemplated hereunder.
(g) Counterparts. This Agreement may be executed in any
number of counterparts with the same effect as if all signing parties had
signed the same document. All counterparts shall be construed together and
constitute the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
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EXECUTED as of the date and year first written above.
CRESCENT REAL ESTATE EQUITIES LIMITED
PARTNERSHIP, a Delaware limited
partnership
By: CRESCENT REAL ESTATE EQUITIES,
LTD., a Delaware corporation,
its General Partner
By:
--------------------------
Name:
------------------------
Title:
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CRESCENT OPERATING, INC.,
a Delaware corporation
By:
---------------------------------
Name:
--------------------------------
Title:
-------------------------------
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