COUNTERPART
JOINT FILING AGREEMENT
and
POWER OF ATTORNEY
This JOINT FILING AGREEMENT and POWER OF ATTORNEY, dated as of
February 25, 1999 (this "Agreement"), is by and among (i) Xxxxxxxxx Real
Estate Partners, L.L.C. ("WREP"), (ii) Xxxxxxxxx Real Estate Partners
Management I, L.L.C., (iii) Xxxxxxxxx Real Estate Partners Management II,
L.L.C., (iv) Xxxxxxxxx Real Estate Fund I, L.P., (v) Xxxxxxxxx Real Estate
Fund II, L.P., (vi) Xxxxxxxxx Real Estate Co-Investment Partnership I, L.P.,
(vii) Xxxxxxxxx Real Estate Co-Investment Partnership II, L.P. (viii)
Xxxxxxxxx Berkshire Holdings, L.L.C., (ix) Xxxxxxxxx Berkshire Co-Holdings,
L.L.C., (x) Xxxxxxx X. Xxxxxxx, (xi) Xxxx X. Xxxxxxxxxx, (xii) Xxxxxxxx X.
Xxxx, (xiii) Xxxxxxx X. Xxxxxx III, and each other person or entity which
shall execute and deliver a counterpart of this Agreement pursuant to Section
4 hereof (each person or entity listed in clauses (i) through (xiv) above and
each such other person or entity, a "Reporting Person" and, collectively, the
"Reporting Persons").
Recitals:
A. Each Reporting Person except for WREP is a subsidiary or other
affiliate of WREP.
B. Certain of the Reporting Persons have made or will make a direct
or indirect equity investment in one or more of the business entities
(collectively, the "Public Companies") listed on Schedule I hereto (as the
same may be amended from time to time as set forth herein, "Schedule I"). Each
of the Public Companies has issued a class of securities registered pursuant
to Section 12 of the Securities Exchange Act of 1934, as amended (the "Act").
C. One or more of the Reporting Persons may now or in the future be
required to file statements or reports with the Securities and Exchange
Commission (the "Commission") in respect of such equity investments, pursuant
to Section 13 and/or Section 16 of the Act and the rules and regulations
thereunder (each such statement or report, an "SEC Filing").
Agreements:
1. Joint Filing Agreement. The Reporting Persons hereby agree that
any SEC Filing (including, without limitation, any statement on Schedule 13D,
Schedule 13G, Form 3, Form 4 or Form 5) filed with the Commission by any
Reporting Person in respect of any Public Company is, and any amendment
thereto filed by any Reporting Person will be, filed on behalf of each
Reporting Person named in such SEC Filing or amendment.
2. Power of Attorney. Each Reporting Person hereby constitutes and
appoints Xxxxxxx X. Xxx and Xxxxx Xxxxxx, and each of them, its or his true
and lawful attorney-in-fact, with full powers of substitution and
resubstitution, for it or him and in its or his name, place and xxxxx, in any
and all capacities, to sign any SEC Filing (including, without limitation, any
statement on Schedule 13D, Schedule 13G, Form 3, Form 4 or Form 5) relating to
any Public Company, and any and all amendments thereto, and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto each of said attorneys-in-fact full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as they might or could do in person, hereby ratifying and confirming
all that each of said attorneys-in-fact or his or her substitute may lawfully
do or cause to be done by virtue hereof.
3. Amendment to Schedule I. At any time and from time to time, WREP
may, in its sole discretion and without the consent of any other party hereto,
amend Schedule I by adding one or more Public Companies to, and/or deleting
one or more Public Companies from, Schedule I hereof and inserting the date of
such amendment thereon. WREP shall thereupon file or cause to be filed with
the Commission a copy of this Agreement, as so amended, as an attachment to an
appropriate SEC Filing. Such Schedule I, as the same may be so amended from
time to time, is hereby incorporated herein and made a part hereof.
4. Additional Reporting Persons. Any subsidiary or other affiliate
of WREP designated by WREP may become a party to this Agreement by dating,
executing and delivering to WREP a counterpart hereof. WREP shall file or
cause to be filed with the Commission a copy of such counterpart as an
attachment to an appropriate SEC Filing, whereupon such signatory shall be,
and shall be bound as, a Reporting Person for all purposes of this Agreement.
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5. Miscellaneous. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York. This Agreement may be
executed simultaneously in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the
same instrument.
[SIGNATURE PAGES FOLLOW.]
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IN WITNESS WHEREOF, the undersigned have duly executed this Agreement pursuant
to the requirements of the Act as of the date first above written.
XXXXXXXXX REAL ESTATE
PARTNERS, L.L.C.
By: /s/ Xxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Managing Member
By: /s/ Xxxxxxx X. Xxxxxx III
-------------------------------
Name: Xxxxxxx X. Xxxxxx III
Title: Managing Member
XXXXXXXXX REAL ESTATE
PARTNERS MANAGEMENT I,
L.L.C.
By: Xxxxxxxxx Real Estate Partners,
L.L.C., Managing Member
By: /s/ Xxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Managing Member
By: /s/ Xxxxxxx X. Xxxxxx III
-------------------------------
Name: Xxxxxxx X. Xxxxxx III
Title: Managing Member
XXXXXXXXX REAL ESTATE
PARTNERS MANAGEMENT II,
L.L.C.
By: Xxxxxxxxx Real Estate Partners,
L.L.C., Member
By: /s/ Xxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Managing Member
By: /s/ Xxxxxxx X. Xxxxxx III
-------------------------------
Name: Xxxxxxx X. Xxxxxx III
Title: Managing Member
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XXXXXXXXX REAL ESTATE FUND I,
L.P.
By: Xxxxxxxxx Real Estate Partners
Management I, L.L.C., General
Partner
By: Xxxxxxxxx Real Estate Partners,
L.L.C., Managing Member
By: /s/ Xxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Managing Member
By: /s/ Xxxxxxx X. Xxxxxx III
-------------------------------
Name: Xxxxxxx X. Xxxxxx III
Title: Managing Member
XXXXXXXXX REAL ESTATE FUND II,
L.P.
By: Xxxxxxxxx Real Estate Partners
Management II, L.L.C., General
Partner
By: Xxxxxxxxx Real Estate Partners,
L.L.C., Managing Member
By: /s/ Xxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Managing Member
By: /s/ Xxxxxxx X. Xxxxxx III
-------------------------------
Name: Xxxxxxx X. Xxxxxx III
Title: Managing Member
XXXXXXXXX REAL ESTATE CO-
INVESTMENT PARTNERSHIP I,
L.P.
By: Xxxxxxxxx Real Estate Partners
Management I, L.L.C., General
Partner
By: Xxxxxxxxx Real Estate Partners,
L.L.C., Managing Member
By: /s/ Xxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Managing Member
By: /s/ Xxxxxxx X. Xxxxxx III
-------------------------------
Name: Xxxxxxx X. Xxxxxx III
Title: Managing Member
5
XXXXXXXXX REAL ESTATE CO-
INVESTMENT PARTNERSHIP II,
L.P.
By: Xxxxxxxxx Real Estate Partners,
L.L.C.,
Management II, L.L.C., General
Partner
By: Xxxxxxxxx Real Estate Partners,
L.L.C., Managing Member
By: /s/ Xxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Managing Member
By: /s/ Xxxxxxx X. Xxxxxx III
-------------------------------
Name: Xxxxxxx X. Xxxxxx III
Title: Managing Member
XXXXXXXXX BERKSHIRE HOLDINGS,
L.L.C.
By: Xxxxxxxxx Real Estate Fund II, L.P.,
Managing Member
By: Xxxxxxxxx Real Estate Partners
Management II, L.L.C., General
Partner
By: Xxxxxxxxx Real Estate Partners,
L.L.C., Managing Member
By: /s/ Xxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Managing Member
By: /s/ Xxxxxxx X. Xxxxxx III
-------------------------------
Name: Xxxxxxx X. Xxxxxx III
Title: Managing Member
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XXXXXXXXX BERKSHIRE CO-
HOLDINGS, L.L.C.
By: Xxxxxxxxx Real Estate Co-
Investment Partnership II, L.P.,
Managing Member
By: Xxxxxxxxx Real Estate Partners
Management II, L.L.C., General
Partner
By: Xxxxxxxxx Real Estate Partners,
L.L.C., Managing Member
By: /s/ Xxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Managing Member
By: /s/ Xxxxxxx X. Xxxxxx III
-------------------------------
Name: Xxxxxxx X. Xxxxxx III
Title: Managing Member
/s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Xxxxxxx X. Xxxxxxx
/s/ Xxxx X. Xxxxxxxxxx
-------------------------------
Xxxx X. Xxxxxxxxxx
/s/ Xxxxxxxx X. Xxxx
-------------------------------
Xxxxxxxx X. Xxxx
/s/ Xxxxxxx X. Xxxxxx III
-------------------------------
Xxxxxxx X. Xxxxxx III
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Schedule I
PUBLIC COMPANIES
February 25, 1999
Public Company Ticker Symbol
Berkshire Realty Company, Inc. BRI
Xxxxxxx Pacific Properties, Inc. BPP
Corporate Office Property Trust OFC
Essex Property Trust, Inc. ESS
Sunstone Hotel Investors, Inc. SSI
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IN WITNESS WHEREOF, the undersigned have duly executed this "Counterpart
Agreement" pursuant to the requirements of the Act as of December 22, 1999.
/s/ Xxxxxxx X. Xxx
-------------------------------
Xxxxxxx X. Xxx
/s/ Xxxxx Xxxx
-------------------------------
Xxxxx Xxxx
