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EXHIBIT 10.1.3
AMENDMENT
AGREEMENT OF LIMITED PARTNERSHIP
OF
EOP OPERATING LIMITED PARTNERSHIP
THIS AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF EOP OPERATING
LIMITED PARTNERSHIP (this "Amendment"), dated September 3, 1998, is entered into
by EQUITY OFFICE PROPERTIES TRUST, a Maryland real estate investment trust, as
managing general partner (the "General Partner") of EOP Operating Limited
Partnership, a Delaware limited partnership (the "Partnership"), for itself and
on behalf of the limited partners of the Partnership.
WHEREAS, on September 2, 0000, Xxxxxxxx Xxxxxxx Properties, L.L.C.
("CAP") received 1,692,546 Class A (CAP Series) of limited partnership interest
("OP Units") in the Partnership in exchange for the office properties known as
Texaco Center, LL&E Tower and 601 Tchoupitoulas Garage pursuant to that certain
First Amendment to Agreement of Limited Partnership of EOP Operating Limited
Partnership dated September 2, 1997 (the "First Amendment"); and
WHEREAS, pursuant to the authority granted to the General Partner
under the Agreement of Limited Partnership of the Partnership dated as of July
3, 1997 (the "Partnership Agreement"), the General Partner desires to amend the
Partnership Agreement to reflect an extension and amendment of the provisions
contained in Paragraph 3(ii) of the First Amendment.
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the General Partner hereby amends the Partnership Agreement as
follows:
1. Paragraph 3(ii) of the First Amendment is hereby amended and
restated in its entirety to read as follows:
"(ii) CAP shall have the right, exercisable
upon written notice to Partnership at any time and from
time to time before the earlier to occur of (a)
September 3, 2000, or (b) the date that CAP shall have
either transferred or converted all of its OP Units into
Common Shares, to require Partnership or General Partner
to acquire all, or any portion or portions, of CAP's OP
Units at $29.00 per OP Unit. The price for such OP Units
shall be paid by Partnership or General Partner, in
immediately available funds, within five (5) days after
receipt of such notice from CAP. The OP Units shall be
conveyed to the Partnership free and clear of all liens
and encumbrances, other than those liens and
encumbrances, if any, in favor of General Partner or
Partnership. At the closing of the acquisition of the OP
Units, the parties shall execute instruments of
assignment and conveyance in the form attached as
Exhibit "B" to the First Amendment and an
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amendment to the Partnership Agreement evidencing the
assignment of the OP Units to the Partnership or the
General Partner and the withdrawal of CAP as a Limited
partner of the Partnership with respect to the OP Units
assigned (the "Unit Acquisition Documents"). CAP agrees
not to exercise its rights to require acquisition of any
of the OP Units until January 1, 1999 and that its right
thereafter to require the Partnership or the General
Partner to acquire OP Units prior to September 3, 1999,
shall be limited to an aggregate of 846,273 OP Units,
exercisable at any time and from time to time. After
September 2, 1999 there shall be no limit on CAP's
ability to require the Partnership or the General
Partner to acquire from time to time all or any portion
or portions of the OP Units."
2. The last paragraph of paragraph 4 of the First Amendment
is hereby amended and restated in its entirety to read as follows:
"Upon the sale, redemption , conversion or other
disposition of the OP Units, the Deficit Obligation and the
Indemnity Obligation of CAP under this provision shall terminate
proportionately with the number of OP Units sold, redeemed,
converted or otherwise disposed of; provided however, a transferee
of CAP may in its sole discretion, assume the Deficit Obligation
and/or the Indemnity Obligation of CAP and, in such event, the
Deficit Obligation and the Indemnity Obligation shall be the
obligation solely of such transferee (but CAP's obligation shall in
all events be proportionately terminated as of the date of any such
disposition of its interest in the Partnership). Nothing in this
paragraph 4 of the Amendment shall in any way effect the sale,
exchange or conversion rights of CAP under the Partnership Agreement
or this Amendment.
All capitalized terms used in this Amendment and not otherwise
defined shall have the meanings assigned in the Partnership Agreement or the
First Amendment. Except as modified herein, all terms and conditions of the
Partnership Agreement and the First Amendment shall remain in full force and
effect, which terms and conditions the General Partner hereby ratifies and
affirms.
IN WITNESS WHEREOF, the undersigned as executed this Amendment as of
the date first set forth above.
EQUITY OFFICE PROPERTIES TRUST, a Maryland real
estate investment trust, as General Partner of EOP
Operating Limited Partnership and on behalf of
existing Limited Partners.
By: /s/ XXXXXXX X. XXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxx
Title: President and Chief Executive Officer
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COLUMBUS AMERICA PROPERTIES, L.L.C.
a Louisiana limited liability company
By: Columbus Southeast Properties, Inc., Manager
By: /s/ XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx, President
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