Exhibit 10.100
SECOND AMENDMENT TO
ONE NINETY ONE PEACHTREE ASSOCIATES JOINT VENTURE AGREEMENT
This Second Amendment (this "Amendment") to One Ninety One Peachtree
Associates Joint Venture Agreement (the "Venture Agreement") is entered into as
of October 27, 1997, by and among C-H ASSOCIATES, LTD., a Georgia limited
partnership ("CHV") and DIHC PEACHTREE ASSOCIATES, a Georgia general partnership
("DIHC"). All capitalized terms used herein shall have the meanings given to
them in the Venture Agreement.
WHEREAS, One Ninety One Peachtree Associates (the "Venture") was
formed pursuant to the Joint Venture Agreement dated February 1, 1988 and was
amended pursuant to First Amendment, dated as of February 28, 1993 (as so
amended, the "Venture Agreement");
WHEREAS, Cornerstone Properties Inc., a Nevada corporation
("Cornerstone"), directly or indirectly, has acquired all of the beneficial
ownership of DIHC and in connection therewith has entered into certain
agreements with CHV;
WHEREAS, CHV and DIHC desire to amend the Venture Agreement as set
forth in this Amendment for certain purposes described herein;
NOW THEREFORE, in consideration of the mutual covenants herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. CHV consents to the acquisition by Cornerstone of all of the
beneficial ownership of DIHC and agrees that the same shall not constitute
a breach or violation of Section 6.01 or any other provisions of the
Venture Agreement so long as DIHC and Cornerstone comply with the
provisions of Section 6.01 and any other provision of the Venture
Agreement in connection with the consummation of such acquisition. DIHC
hereby represents and warrants to the Venture and CHV that the acquisition
of all of the beneficial ownership of DIHC by Cornerstone was accomplished
in compliance with all applicable state or federal securities laws. In
connection therewith, DIHC hereby agrees to indemnify and hold harmless
the Venture and CHV from and against any and all costs, damage, injury,
claims, actions and demands (including, without limitation, attorney's
fees) suffered by the Venture or CHV as a result of any violation or
alleged violation or failure to comply or alleged failure to comply with
any state or federal securities laws.
2. Section 1.01 shall be amended by replacing the existing
definitions as follows:
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DIHC Affiliate. The term "DIHC Affiliate" means (i) Cornerstone,
(ii) any Person which is wholly owned by Cornerstone, and (iii) any other
Person which, directly or indirectly, through one or more intermediaries,
controls or is controlled by, or is under common control with any of the
aforementioned DIHC Affiliates, or any of them. The term "control," as
used in the immediately preceding sentence, means, with respect to a
Person that is a corporation or partnership, the right to the exercise,
directly or indirectly of more than 25% of the voting rights attributable
to the shares of the controlled corporation or ownership of the right to
receive 25% or more of the profits of the controlled partnership, and,
with respect to a Person that is not a corporation or a partnership, the
possession, directly or indirectly, of not less than 25% of the beneficial
ownership thereof.
3. Section 3.01(c)(xvii) is hereby amended by inserting "(A)" before
the word "Approval" in the first line of Section 3.01(c)(xvii) and by
adding the following new subsections (B) and (C) to the end thereof:
"(B) Notwithstanding the foregoing, DIHC and CHV agree that at all
times prior to the earlier to occur of (i) the Lock-Out Date or (ii) the
date on which the combined Percentage Interests in the Venture of DIHC and
any DIHC Affiliate is not greater than 50% notwithstanding that CHV is the
Managing Partner of the Venture, DIHC shall have the authority to manage
and direct the leasing of space in the Property on behalf of the Venture
and to Approve all leasing matters with respect to the Property, to the
extent consistent with the Annual Budget and the Marketing Plans, without
the need of Approval from CHV. It is understood and agreed that the
Leasing Agent shall from time to time submit to DIHC for Approval on
behalf of the Venture recommendations with respect to new leases and other
leasing matters in the form of Leasing Agent Recommendations. It is
further understood and agreed that if DIHC shall desire to enter into any
new lease or implement any other leasing matter that is not the subject of
a Leasing Agent Recommendation, DIHC shall give written notice to Leasing
Agent at least ten (10) days prior to entering into such lease or
implementing such other leasing matter so as to provide Leasing Agent the
opportunity to submit to DIHC a Leasing Agent Recommendation with respect
to such proposed new lease or other leasing matter. DIHC shall have the
right to Approve or disapprove such recommendations unilaterally and
without the need for any further Approval from CHV and, once Approved,
DIHC shall oversee the implementations of the Leasing Agent
Recommendations relating to leasing matters and execute all leases and all
other documents and instruments relating to leasing matters on behalf of
the Venture. The Venture shall cause Leasing Agent, at the expense of the
Venture, to furnish or where appropriate make available to DIHC, such
documents and information as DIHC shall reasonably request in order to
enable DIHC to evaluate such Leasing Agent Recommendations relating to
leasing matters. The failure of DIHC to Approve or disapprove any Leasing
Agent Recommendation within ten (10) days after receipt by DIHC of such
Leasing Agent Recommendation together with all additional information
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reasonably requested by DIHC pertaining thereto shall be deemed the
Approval of DIHC of such Leasing Agent Recommendation and Leasing Agent
shall be entitled to implement same, provided, however, the Leasing Agent
Recommendation shall state in capitalized letters that: "THE FAILURE TO
RESPOND TO THIS LEASING AGENT RECOMMENDATION WITHIN 10 DAYS AFTER RECEIPT
OF THIS NOTICE AND ANY REASONABLY REQUESTED ADDITIONAL INFORMATION
PERTAINING HERETO SHALL BE DEEMED YOUR APPROVAL TO SUCH LEASING AGENT
RECOMMENDATION." If DIHC is unwilling or unable to Approve or disapproves
such Leasing Agent Recommendation, after consultation and discussion with
the Leasing Agent, then the resolution of such matters may be submitted by
DIHC or the Leasing Agent, to the "Venture Operations Arbitration Process"
for resolution as hereinbelow described."
"Venture Operations Arbitration Process" shall mean the process for
resolution of any dispute between DIHC and the Leasing Agent in connection
with a Leasing Agent Recommendation. Either of the Leasing Agent or DIHC
may invoke this arbitration process by the giving of written notice to the
other, which notice shall state that the invoking party believes an
impasse exists as to a Leasing Agent Recommendation.
If Leasing Agent or DIHC invokes the arbitration process, then,
within five (5) days after the non-invoking party receives notice from the
invoking party, Leasing Agent and DIHC shall each place in separate sealed
envelopes its final good faith proposal as to the Leasing Agent
Recommendation and shall open and exchange their final proposals in each
other's presence (the "Final Proposals"). If Leasing Agent and DIHC cannot
then agree on the Leasing Agent Recommendation within five (5) days
thereafter, the matter shall be determined in accordance with the rules of
the American Arbitration Association, except as modified by this
provision. If Leasing Agent or DIHC fails to prepare its Final Proposal or
to cooperate with the other party to open and exchange the Final Proposals
of the parties, and if such failure shall continue for a period of five
(5) days after the date the Final Proposals were to be opened and
exchanged, then the Final Proposal of the non-failing party shall
constitute the determination pursuant to this process.
Unless Leasing Agent and DIHC can agree upon a single arbitrator
prior to the time they are required to designate their party-arbitrators,
there shall be three arbitrators (the "Panel"), each of whom shall have
significant experience in dealing with matters similar to the matter in
dispute with respect to sizeable commercial properties in the Atlanta
metropolitan area and none of whom shall have any current or prior
connection or affiliation with either of the Venturers.
If required, the following procedure shall be used for the selection
of the Panel. Leasing Agent and DIHC shall each specify by notice to the
other on or prior to the
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fifth (5th) day after the Final Proposals were exchanged the name and
address of the person designated to act as party-arbitrator on its behalf.
The party-arbitrators so chosen shall meet within five (5) days after
their appointment and select a third arbitrator. If Leasing Agent or DIHC
fails to notify the other of the appointment of its party-arbitrator, as
aforesaid, within or by the time above specified, then the Final Proposal
of the party who timely selected a party-arbitrator shall constitute the
determination pursuant to this process.
If, within five (5) days after the party-arbitrators are appointed,
the said two party-arbitrators are unable to agree upon the appointment of
the third arbitrator, then either party, on behalf of both, may request
the American Arbitration Association in Atlanta, Georgia to appoint the
third arbitrator in accordance with its rules. In the event of the
failure, refusal or inability of any arbitrator to act, a new arbitrator
shall be appointed in his stead, which appointment shall be made in the
same manner as hereinabove provided for the appointment of such arbitrator
so failing, refusing or being unable to act.
Within five (5) days after the selection of the single arbitrator
or, if required, within one business day after the selection of the Panel,
DIHC and Leasing Agent shall submit a written statement to the arbitrator
or Panel specifying the reasons their Final Proposal as to the Leasing
Agent Recommendation should be selected. The arbitrator or Panel shall
make its decision within five (5) days after such submission. The
arbitrator or Panel shall select either the Leasing Agent's or DIHC's
Final Proposal, whichever in the arbitrator's or Panels's judgment
represents the most appropriate recommendation for preserving and
enhancing the long-term value of the Property. The Panel shall reach its
decision by majority vote. The arbitrator or the Panel shall communicate
its decision by written notice to the Leasing Agent and DIHC.
Such determination shall be final, binding and conclusive upon both
DIHC and the Leasing Agent and shall be non-appealable and enforceable in
any court having jurisdiction. All hearings and proceedings before the
arbitrator or the Panel shall be held in Atlanta, Georgia.
If a single arbitrator is selected, each party shall share such
arbitrator's fees and expenses equally. If a Panel is selected, each party
shall pay the fees and expenses of its party-arbitrator, and the fees and
expenses of the third arbitrator shall be borne equally by the parties.
Notwithstanding the foregoing, the arbitrator or the Panel may conclude
that one of the parties acted in bad faith, in which event such party
shall pay 100% of the fees and expenses of the arbitrator or the Panel, as
the case may be.
(C) In the event DIHC elects to become the Managing Partner pursuant
to Section 3.01(e), upon termination of DIHC as the Managing Partner for
any reason,
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the provisions of subsection (B) of this Section 3.01(c)(xvii) shall no
longer be deemed applicable;
4. Section 3.01 is hereby further amended by adding the following
new subsections (e), (f) and (g) following subsection (d) thereof:
"(e) DIHC may elect to be the Managing Partner instead of CHV at any
time, without cause, prior to the Lock-Out Date but only for so long as
the combined Percentage Interests in the Venture of DIHC and any DIHC
Affiliates shall exceed 50%. This right is personal to DIHC and its DIHC
Affiliates, and this right may not be assigned to or exercised by any
Person that is not DIHC or a DIHC Affiliate. To exercise such election,
DIHC must give at least ninety (90) days' prior written notice to CHV. In
the event DIHC elects to become the Managing Partner pursuant to this
Section 3.01(e), the following shall apply:
(1) In the event DIHC becomes the Managing Partner, it is
understood that the Property Manager shall from time to time submit
to DIHC for Approval on behalf of the Venture recommendations with
respect to the Annual Budget and other matters involving management,
operation, maintenance and improvement of the Property ("Property
Manager Recommendations"). It is further understood and agreed that
if DIHC shall desire to adopt an Annual Budget or take action on
other matters involving management, operation, maintenance and
improvement of the Property that is not the subject of a Property
Manager Recommendation, DIHC shall give written notice thereof to
Property Manager, together with a reasonably detailed written
explanation thereof, at least ten (10) days prior to adopting such
Annual Budget or taking such action, as the case may be, so as to
provide Property Manager the opportunity to submit to DIHC a
Property Manager Recommendation with respect to such proposed Annual
Budget and/or other action. DIHC, as the Managing Partner, shall
have the right to Approve or disapprove such recommendations
unilaterally and without the need for any further Approval from CHV
and once Approved, DIHC shall oversee the implementation of the
Property Manager Recommendations. The Property Manager shall, at the
expense of the Venture, furnish or where appropriate make available
to DIHC, such documents and information as DIHC shall reasonably
request in order to enable DIHC to evaluate such recommendation. The
failure of DIHC to Approve or disapprove any Property Manager
Recommendation within ten (10) days after receipt by DIHC of such
Property Manager Recommendation together with all additional
information reasonably requested by DIHC pertaining thereto shall be
deemed the Approval of DIHC of such Property Manager Recommendation
and Property Manager shall be entitled to implement same, provided,
however, the Property Manager Recommendation shall state in
capitalized letters that: "THE FAILURE TO
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RESPOND TO THIS PROPERTY MANAGER RECOMMENDATION WITHIN 10 DAYS AFTER
RECEIPT OF THIS NOTICE AND ANY REASONABLY REQUESTED ADDITIONAL
INFORMATION PERTAINING HERETO SHALL BE DEEMED YOUR APPROVAL TO SUCH
PROPERTY MANAGER RECOMMENDATION." If DIHC is unwilling or unable to
Approve or disapproves such Property Manager Recommendation, after
consultation and discussion with the Property Manager, then the
resolution of such matters may be submitted by DIHC or the Property
Manager to the "Venture Operations Arbitration Process" for
resolution as hereinbelow described.
"Venture Operations Arbitration Process" shall mean the
process for resolution of any dispute between DIHC and the Property
Manager in connection with a Property Manager Recommendation. Either
of the Property Manager or DIHC may invoke this arbitration process
by the giving of written notice to the other, which notice shall
state that the invoking party believes an impasse exists as to a
Property Manager Recommendation.
If Property Manager or DIHC invokes the arbitration process,
then, within five (5) days after the non-invoking party receives
notice from the invoking party, Property Manager and DIHC shall each
place in separate sealed envelopes its final good faith proposal as
to the Property Manager Recommendation and shall open and exchange
their final proposals in each other's presence (the "Final
Proposals"). If Property Manager and DIHC cannot then agree on the
Property Manager Recommendation within five (5) days thereafter, the
matter shall be determined in accordance with the rules of the
American Arbitration Association, except as modified by this
provision. If Property Manager or DIHC fails to prepare its Final
Proposal or to cooperate with the other party to open and exchange
the Final Proposals of the parties, and if such failure shall
continue for a period of five (5) days after the date the Final
Proposals were to be opened and exchanged, then the Final Proposal
of the non-failing party shall constitute the determination pursuant
to this process.
Unless Property Manager and DIHC can agree upon a single
arbitrator prior to the time they are required to designate their
party-arbitrators, there shall be three arbitrators (the "Panel"),
each of whom shall have significant experience in dealing with
matters similar to the matter in dispute with respect to sizeable
commercial properties in the Atlanta metropolitan area and none of
whom shall have any current or prior connection or affiliation with
either of the Venturers.
If required, the following procedure shall be used for the
selection of the Panel. Property Manager and DIHC shall each specify
by notice to the other on
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or prior to the fifth (5th) day after the Final Proposals were
exchanged the name and address of the person designated to act as
party-arbitrator on its behalf. The party-arbitrators so chosen
shall meet within five (5) days after their appointment and select a
third arbitrator. If Property Manager or DIHC fails to notify the
other of the appointment of its party-arbitrator, as aforesaid,
within or by the time above specified, then the Final Proposal of
the party who timely selected a party-arbitrator shall constitute
the determination pursuant to this process.
If, within five (5) days after the party-arbitrators are
appointed, the said two party-arbitrators are unable to agree upon
the appointment of the third arbitrator, then either party, on
behalf of both, may request the American Arbitration Association in
Atlanta, Georgia to appoint the third arbitrator in accordance with
its rules. In the event of the failure, refusal or inability of any
arbitrator to act, a new arbitrator shall be appointed in his stead,
which appointment shall be made in the same manner as hereinabove
provided for the appointment of such arbitrator so failing, refusing
or being unable to act.
Within five (5) days after the selection of the single
arbitrator or, if required, within one business day after the
selection of the Panel, DIHC and Property Manager shall submit a
written statement to the arbitrator or Panel specifying the reasons
their Final Proposal as to the Property Manager Recommendation
should be selected. The arbitrator or Panel shall make its decision
within five (5) days after such submission. The arbitrator or Panel
shall select either the Property Manager's or DIHC's Final Proposal,
whichever in the arbitrator's or Panels's judgment represents the
most appropriate recommendation for preserving and enhancing the
long-term value of the Property. The Panel shall reach its decision
by majority vote. The arbitrator or the Panel shall communicate its
decision by written notice to the Property Manager and DIHC.
Such determination shall be final, binding and conclusive upon
both DIHC and the Property Manager and shall be non-appealable and
enforceable in any court having jurisdiction. All hearings and
proceedings before the arbitrator or the Panel shall be held in
Atlanta, Georgia.
If a single arbitrator is selected, each party shall share
such arbitrator's fees and expenses equally. If a Panel is selected,
each party shall pay the fees and expenses of its party-arbitrator,
and the fees and expenses of the third arbitrator shall be borne
equally by the parties. Notwithstanding the foregoing, the
arbitrator or the Panel may conclude that one of the parties acted
in bad faith, in which event such party shall pay 100% of the fees
and expenses of the arbitrator or the Panel, as the case may be.
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(2) If DIHC (or a DIHC Affiliate) becomes the Managing Partner
pursuant to this Section 3.01(e) and thereafter the combined
Percentage Interests in the Venture of DIHC and any DIHC Affiliates
shall not be greater than 50%, then provided that either a Xxxxx
Affiliate or a Cousins Affiliate is then a managing general partner
of CHV, CHV shall automatically become the Managing Partner of the
Venture instead of such non-affiliated Person, without cause
effective as of the date which is sixty (60) days after such
transfer to the non-affiliated Person.
(3) Upon the occurrence of the Lock-Out Date, provided that a
Xxxxx Affiliate or a Cousins Affiliate is then a managing general
partner of CHV, CHV shall automatically become the Managing Partner
of the Venture instead of DIHC, without cause, effective on the day
following the occurrence of the Lock-Out Date.
(f) Upon termination of DIHC as the Managing Partner for any reason,
the provisions of paragraph (e) above shall no longer be deemed
applicable.
(g) Upon termination of any Venturer as the Managing Partner for any
reason, the terminated Managing Partner shall deliver to the new Managing
Partner the following with respect to the Property and other assets and
liabilities of the Venture:
(1) A final accounting, reflecting the balance of income and
expenses as of the date of termination to be delivered within thirty
(30) days after such termination.
(2) Control of any balance or monies of the Venture or tenant
security deposits, or both, including, without limitation, all funds
in any bank accounts held by the Managing Partner with respect to
the Venture or its properties, to be delivered immediately upon such
termination.
(3) All records, contracts, leases, receipts for deposits,
unpaid bills and other papers or documents which are in the Managing
Partner's possession or are reasonably obtainable by the Managing
Partner and which pertain to the Venture or its properties to be
delivered immediately upon such termination."
5. Section 3.04(a) is hereby amended by deleting the names "Xxxxxx
X. Xxxxxx or Xxxxxxx X. Xxxxxxxx, Xx." and substituting in lieu thereof the
names "Xxxx X. Xxxxx or Xxxxxx X. Xxxxxx" and by deleting the names "Xxxxx X.
Xxxxx or Xxxxxxx X. Xxxxxxxx, III" and substituting in lieu thereof "Xxxxxx X.
XxXxxx" or "C. Xxxxx Xxxxxxxxx".
6. Section 4.02(e)(vii) is hereby amended to read as follows:
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"(vii) For purposes of this provision, the term "liquidation" shall
have the meaning set forth in the first sentence of Treasury Regulation
Section 1.704-1(b)(2)(ii)(g), but shall not include a constructive
liquidation of the Venture caused by a termination under Section 708(b)(1)
of the Code."
7. Section 5.08 is hereby amended by deleting the first sentence in
subsection (b) and substituting the following in lieu thereof:
"In addition to all other remedies set forth herein, if the Defaulting
Venturer is the Managing Partner, the Non-Defaulting Venturer shall have
the right to remove the Defaulting Venturer as Managing Partner and
designate a new Managing Partner."
8. Section 6.01 is hereby amended by adding the following to the end
of subsection (d) thereof:
"To the extent any Venturer is now or hereafter beneficially owned or
controlled, directly or indirectly, by any Person which is
publicly-traded, the sale or transfer or other disposition of all or part
of the stock in such publicly-traded Person shall not be considered a
"Transfer" within the meaning of this Agreement."
9. Section 6.02(j) is hereby deleted in its entirety.
10. Section 6.02 shall be amended by adding a new subsection 6.02(j)
following subsection (i) as follows:
(j) In addition to all other permitted Transfers, and subject to
Section 6.02(f) above, DIHC may Transfer its entire Percentage Interest in
the Venture to an operating limited partnership in which the sole general
partner is DIHC or a DIHC Affiliate (the "Operating Partnership") or to
any Person which is, directly or indirectly, wholly-owned by the Operating
Partnership, provided that the limited partners of the Operating
Partnership have the right to convert their respective limited partner
units in the Operating Partnership ("Units") into stock of Cornerstone or
an Affiliated Entity of Cornerstone which is a publicly-traded entity on a
one-for-one basis (that is, a single Unit shall be exchangeable for a
single share of common stock of Cornerstone or an Affiliated Entity of
Cornerstone which is a publicly-traded entity on a national securities
exchange or through the NASDAQ national marketing system.)
11. Section 5.02 shall be amended by adding new subsection 5.02(k)
as follows:
(k) If, following the admission of the Operating Partnership or an
Affiliated Entity thereof to the Venture as the successor to DIHC, an
Offer is made pursuant to Section 5.02 and the Operating Partnership or an
Affiliated Entity thereof is the
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purchasing Venturer, CHV, at its option, may elect to cause the purchasing
Venturer to acquire all or part of CHV's interest in the Venture in
exchange for Units, and, in the event of such election the minimum
purchase price for CHV's interest in the Venture shall be $1,000.00. In
the event CHV elects to receive Units in consideration for the transfer of
all or any part of its interest in the Venture, CHV shall by written
notice to the Operating Partnership delivered no later than ten (10) days
prior to the Closing of the buy/sell, designate the portion of the
purchase price which it desires to receive in cash and the portion of the
purchase price (expressed in dollars) it desires to receive in Units.
Provided the Operating Partnership receives such notice in a timely
manner, at the Closing the cash portion of the purchase price paid by the
Operating Partnership shall be in the amount designated by CHV to be paid
in cash and the balance of the purchase price shall be paid in Units to
CHV (or its designee or designees) the dollar value of which, if such
Units are convertible into common shares of Cornerstone, shall be
determined based on the average of the closing price for shares of stock
of Cornerstone on The New York Stock Exchange for the five (5) consecutive
trading days ending on the trading day immediately preceding the date of
Closing, and if such Units are convertible into common shares of any
Affiliated Entity of Cornerstone which is a publicly-traded entity on a
national securities exchange or on the NASDAQ national marketing system,
shall be determined based on the average of the closing price for shares
of stock of such publicly-traded entity for the five (5) consecutive
trading days ending on the trading day immediately preceding the date of
Closing (as described above, it being acknowledged and agreed that any
holder of Units shall have the right to elect to exchange all or any
portion of such Units for shares of common stock of Cornerstone or an
Affiliated Entity thereof which is a publicly- traded entity on a
one-for-one basis.) In the event that (i) CHV elects to contribute all or
part of its interest in the Venture in exchange for Units, and (ii) the
amount of Operating Partnership liabilities that would be allocable to CHV
under section 752 of the Code immediately following the contribution would
be less than CHV's pre-contribution share of Venture liabilities
(including as a result of the extinguishment or contribution to capital of
any Venture liabilities held by Cornerstone or its affiliates) and thereby
cause CHV and its partners to recognize gain for federal income tax
purposes, DIHC shall, and shall cause Cornerstone, the Operating
Partnership and any other DIHC Affiliate to, cooperate with CHV in good
faith in implementing one or more alternative measures to have the
Operating Partnership's liabilities allocable to CHV under section 752 of
the Code equal or exceed CHV's precontribution share of Venture
liabilities so that CHV does not recognize taxable gain as a result of the
contribution, including guaranties by CHV of the "bottom-side" portion of
one or more Operating Partnership nonrecourse liabilities and/or the
assumption by CHV of partial or full deficit capital account liability,
provided that neither DIHC, Cornerstone nor the Operating Partnership
shall be required to approve any such measures to the extent that they
would adversely affect the tax position of any other limited partner of
the Operating Partnership. The foregoing shall not in any way preclude
DIHC, Cornerstone or the Operating Partnership from taking any action that
would result in the extinguishment of
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Venture liabilities held by Cornerstone or its Affiliates in connection
with such contribution.
12. Section 8.01 is hereby amended by deleting the names and
addresses in subsection (b) thereof and substituting the following in lieu
thereof:
Xxxxx Interests Limited Partnership
00 Xxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Attn: C. Xxxxx Xxxxxxxxx
With a copy to:
Cousins Real Estate Corporation
0000 Xxxxx Xxxxx Xxxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attn: Corporate Secretary
and to:
Xxxxx Interests Limited Partnership
0000 Xxxx Xxx Xxxxxxxxx
Xxxxxxx, Xxxxx 00000
Attn: Xxxxxxx X. Xxxxx
13. Section 8.01 is hereby amended by deleting the names and
addresses in subsection (c) thereof and substituting the following in lieu
thereof:
Cornerstone Properties Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxx
Xxxxxx X. Xxxxxx
King & Spalding
000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Attention: Xxxxxxx X. Xxxxx, Esq.
14. Section 8.12(b) is hereby deleted in its entirety.
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15. For so long as the Permanent Loan remains outstanding, DIHC
agrees that no person or entity that is a partner of the Venture or who would be
treated as a partner of such partnership for federal income tax purposes shall
be the owner of such debt for federal income tax purposes, unless CHV otherwise
consents in writing.
16. The parties hereto acknowledge and agree that the Lock-Out Date
is February 28, 2002.
17. Capitalized terms used but not defined herein shall have the
same respective meanings given such terms in the Venture Agreement.
18. The Venture Agreement, as amended by this Amendment, is hereby
ratified and confirmed and remains in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed the Amendment
under seal as of the date first written above.
CHV:
C-H ASSOCIATES, LTD., a Georgia limited partnership,
by its only two general partners
By: Cousins Real Estate Corporation, a Georgia
corporation
By: /s/
------------------------
Name: Xxxxx X. Tortohoff
---------------------
Title: Senior V.P
---------------------
Attest: /s/
--------------------
Name: Xxx X. Xxxxxxxxxxxx
--------------------
Title: Sec.
--------------------
[CORPORATE SEAL]
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By: Hines Peachtree Associates I Limited Partnership,
a Texas limited partnership, by its only two
general partners
By: /s/ (Seal)
--------------------
Xxxxxx X. Xxxxx
By: Hines Atlanta Corporation, a Georgia
corporation
By: /s/
------------------------
Name: Xxxxxx X. Xxxxx
---------------------
Title: President
---------------------
Attest: /s/
--------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Assistant Secretary
[CORPORATE SEAL]
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DIHC
DIHC PEACHTREE ASSOCIATES, a Georgia general
partnership, by its only two general partners
By: DIHC Atlanta, Inc., a Georgia corporation
By: /s/
-------------------------
Name: Xxxxx Xxxxxxx
---------------------
Title:
---------------------
Attest: /s/
---------------------
Name: Xxxxxx Xxxxxx
---------------------
Title: Secretary
---------------------
[CORPORATE SEAL]
By: DIHC Peachtree, Inc., a Georgia corporation
By: /s/
-------------------------
Name: Xxxxx Xxxxxxx
---------------------
Title:
---------------------
Attest: /s/
---------------------
Name: Xxxxxx Xxxxxx
---------------------
Title: Secretary
---------------------
[CORPORATE SEAL]
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Consented and Agreed to:
LEASING AGENT
C-H LEASING ASSOCIATES, a Georgia general
partnership, by its two general partners
By: Cousins Real Estate Corporation, a Georgia
corporation
By: /s/
--------------------------
Name: Xxxxx X. Toutchaff
------------------------
Title: S.V.P.
-----------------------
By: Hines Atlanta Realty, Inc., a Georgia
corporation
By: /s/
--------------------------
Name: C. Xxxxx Xxxxxxxxx
-------------------------
Title: Executive Vice President
------------------------
PROPERTY MANAGER
C-H MANAGEMENT ASSOCIATES, a Georgia general
partnership, by its two general partners
By: Cousins Real Estate Corporation, a Georgia
corporation
By: ______________________________
Name: ____________________________
Title: _____________________________
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Xxxxxx X. Xxxxx, President of Hines
Properties, Inc., a general partner of C-H
Management Associates.
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