Loan No. 1285TZL
AMENDED, RESTATED AND CONSOLIDATED PROMISSORY NOTE
$26,650,000.00 December 13, 1996
FOR VALUE RECEIVED, the undersigned, PRUDENTIAL-BACHE/EQUITEC REAL ESTATE
PARTNERSHIP, a California limited partnership, and MONTROSE OFFICE PARK JOINT
VENTURE, a Maryland joint venture (collectively, "Borrowers"), promise to pay
to the order of XXXXX FARGO BANK, NATIONAL ASSOCIATION ("Lender"), having an
office at 000 Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, the
principal sum of Twenty-Six Million Six Hundred Fifty Thousand and No/100
Dollars ($26,650,000.00) (the "Loan") or so much thereof as may
from time to time be owing hereunder by reason of advances by Xxxxxx to or
for the benefit or account of Borrowers, with interest thereon, per annum, at
the Effective Rate (as it may change from time to time) calculated in
accordance with the terms and provisions of the Fixed Rate Agreement attached
hereto and made a part hereof as Exhibit A (based on a 360-day year and
charged on the basis of actual days elapsed). All sums owing hereunder are
payable in lawful money of the United States of America, in immediately
available funds. All payments to be made hereunder shall be paid to Lender
at such place as may be designated in writing by Lender, or as Lender may
otherwise direct.
Interest accrued on this note ("Note") shall be due
and payable on the first day of each month commencing
with the first month after the date ("Initial
Disbursement Date") that Lender advances any funds
under this Note to the closing escrow maintained by
Chicago Title Insurance Company (or its affiliate,
Chicago Title & Trust Co.). Interest shall commence to
accrue on the Initial Disbursement Date,
notwithstanding the fact that Chicago Title Insurance
Company (or its affiliate, Chicago Title & Trust Co.)
may refund to Lender any funds advanced by Xxxxxx.
If any interest payment or principal payment
required hereunder is not received by Lender on or
before the fifteenth (15th) calendar day of the month
in which it becomes due, Borrowers shall pay, at
Xxxxxx's option, a late or collection charge equal to
four percent (4%) of the amount of such unpaid interest
or principal payment.
XXXXXX IS THE HOLDER OF THAT CERTAIN PROMISSORY NOTE
DATED AS OF DECEMBER 17, 1986, IN ORIGINAL PRINCIPAL
AMOUNT OF FOURTEEN MILLION TWO HUNDRED TEN THOUSAND AND
NO/100S DOLLARS ($14,210,000.00) MADE AND GIVEN BY
MONTROSE OFFICE PARK JOINT VENTURE, A MARYLAND JOINT
VENTURE TO AND IN FAVOR OF THE VARIABLE ANNUITY LIFE
INSURANCE COMPANY, A TEXAS CORPORATION ("ORIGINAL
NOTE"). THIS NOTE IS, AMONG OTHER THINGS, AN
AMENDMENT, RESTATEMENT AND CONSOLIDATION OF THE
ORIGINAL NOTE IN ITS ENTIRETY.
Loan No. 1285TZL
Subject to Xxxxxx's right to accelerate the entire
principal balance of this Note upon the occurrence of a
Default (as defined in the Loan Agreement), the
outstanding principal balance of this Note, together
with all accrued and unpaid interest, shall be due and
payable in full on the Maturity Date (as defined in the
Loan Agreement).
This Note is secured by, among other things,
certain deeds of trust (collectively, the "Security
Documents"), all as more specifically provided for in
the Loan Agreement.
If: (a) Borrowers shall fail to pay any sum due
hereunder or under any other Loan Document (as defined
in the Loan Agreement) within five (5) days after
receipt of written notice that the same is due (said
written notice shall be deemed to include any monthly
invoice or billing statement sent by Lender to
Borrowers); or (b) a Default shall occur under the Loan
Agreement, any of the Security Documents or any other
Loan Document; THEN Lender may, at its sole option,
declare all sums owing under this Note immediately due
and payable; provided, however, that if any Loan
Document provides for automatic acceleration of payment
of sums owing hereunder, all sums owing hereunder shall
be automatically due and payable in accordance with the
terms of that Loan Document.
If any attorney is engaged by Xxxxxx to enforce,
defend or otherwise render advice with respect to any
provision of this Note, any of the Security Documents,
the Loan Agreement or any other Loan Document or as a
consequence of any breach or Default under this Note,
any of the Security Documents, the Loan Agreement or
any other Loan Document, with or without the filing of
any legal action or proceeding, then Borrowers shall
pay to Lender (immediately upon demand) all reasonable
attorneys' and paralegals' fees and expenses (both
internal and external) and court costs, and all other
costs incurred by Xxxxxx in connection therewith,
together with interest thereon from the date of such
demand until paid at the rate of interest applicable to
the principal balance owing hereunder as if such unpaid
attorneys' and paralegals' fees and expenses and court
costs had been added to the principal.
No previous waiver and no failure or delay by
Xxxxxx in acting with respect to the terms of this
Note, the Loan Agreement, any of the Security Documents
or any other Loan Document shall constitute a waiver of
any breach, default, or failure of condition under this
Note, the Loan Agreement, any of the Security Documents
or any other Loan Document. A waiver of any term of
this Note, the Loan Agreement, any of the Security
Documents or any other Loan Document must be made in
writing and shall be limited to the express written
terms of such waiver. In the event of any
inconsistencies between the terms of this Note and the
terms of any other Loan Document, the terms of this
Note shall prevail.
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Loan No. 1285TZL
Except as otherwise provided in any of the Loan
Documents, Borrowers waive: presentment; demand; notice
of any change in the rate of interest applicable
hereunder, including any change under the terms of the
Fixed Rate Agreement; notice of dishonor; notice of
default or delinquency; notice of acceleration; notice
of protest and nonpayment; notice of costs, expenses or
losses and interest thereon; notice of late charges;
and diligence in taking any action to collect any sums
owing under this Note or the Guaranty or in any
proceeding against any of the rights or interests in or
to properties securing payment of this Note.
BORROWERS HEREBY EXPRESSLY WAIVE ANY RIGHT TO
TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION (A) ARISING UNDER THIS NOTE OR ANY OTHER LOAN
DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ANY PRESENT
OR FUTURE MODIFICATION THEREOF OR (B) IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO
THE LOAN DOCUMENTS (AS NOW OR HEREAFTER MODIFIED) OR
ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR
DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS
RELATED HERETO OR THERETO, IN EACH CASE WHETHER SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS NOW
EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN
CONTRACT OR TORT OR OTHERWISE; AND BORROWERS HEREBY
AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
WITHOUT A JURY, AND THAT LENDER MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF BORROWERS TO THE
WAIVER OF ANY RIGHT BORROWERS MIGHT OTHERWISE HAVE TO
TRIAL BY JURY.
IN CONSIDERATION FOR LENDER MAKING THE LOAN,
BORROWERS (INDIVIDUALLY AND COLLECTIVELY) FOR
THEMSELVES, THEIR AGENTS, SUCCESSORS AND ASSIGNS,
HEREBY UNCONDITIONALLY AND ABSOLUTELY WAIVE, RELEASE
AND FOREVER DISCHARGE LENDER, ITS AFFILIATES, OFFICERS,
DIRECTORS, AGENTS, SUCCESSORS AND ASSIGNS FROM ALL
MANNER OF CLAIMS, DEMANDS, DAMAGES, LOSSES, CAUSES OF
ACTION (ALL OF WHATEVER KIND OR NATURE) WHICH EITHER OR
BOTH OF THE BORROWERS MAY HAVE (OR CLAIM TO HAVE) UNDER
OR IN CONNECTION WITH OR ARISING FROM THE ORIGINAL
NOTE, ANY OF THE LOAN DOCUMENTS EXECUTED IN CONNECTION
THEREWITH OR ANY OF THE TRANSACTIONS THAT ARE THE
SUBJECT THEREOF.
Time is of the essence with respect to every provision
hereof. This Note shall be construed and enforced
in accordance with the laws of the State of California,
except to the extent that Federal laws preempt the laws
of the State of California, and all persons and
entities in any manner obligated under this Note
consent to the jurisdiction of any Federal or State
Court within the State of California or in any State
where any collateral securing the Loan is located
having proper venue and also consent to service of
process by any means authorized by law.
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Loan No. 1285TZL
This Note may be voluntarily prepaid in whole or in
part. The limitations on liability set forth in
Section 2.8 of the Loan Agreement shall apply with
equal force to this Note and the Fixed Rate Agreement
attached hereto, and said limitations are incorporated
herein by reference as fully and with the same effect
as if recited herein at length.
The obligations of the Borrowers hereunder and
under the other Loan Documents to which they are a
party are joint and several. Lender may release or
settle with either of the Borrowers or its collateral
given for the Loan without affecting the continuing
liability of the other Borrower. Lender may proceed
against either of the Borrowers or its collateral or
other assets without proceeding against the other
Borrower or affecting the continuing liability of the
other Borrower. Lender may proceed against or release
any collateral for the Loan or any guarantor of the
obligations of the Borrowers without proceeding against
either or both of the Borrowers or affecting the
continuing liability of the Borrowers.
ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY,
EXTEND CREDIT, MODIFY LOAN TERMS OR TO FORBEAR FROM
ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER
WASHINGTON LAW.
IN WITNESS WHEREOF, Xxxxxxxxx have executed this
Note by a duly authorized signatory on the date first
above written.
BORROWERS:
Prudential-Bache/Equitec Real Estate Partnership, a
California limited partnership
By: Prudential-Bache Properties, Inc., a Delaware
corporation, its general partner
By: /s/ C. A. Piskorowski
-------------------------
Its: Vice President
-------------------------
By: Glenborough Corporation, a California
corporation, its general partner
By: /s/ Xxxxxx Xxxxxxxxxx
-------------------------
Its: Chairman/CEO
-------------------------
By: /s/ Xxxxxx Xxxxxxxxxx
-----------------------------
Xxxxxx Xxxxxxxxxx, its general partner
AND
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Loan No. 1285TZL
Montrose Office Park Joint Venture, a Maryland joint venture
By: Prudential-Bache/Equitec Real Estate Partnership, a
California limited partnership, its joint venturer
By: Prudential-Bache Properties, Inc., a Delaware
corporation, its general partner
By: /s/ C. A. Piskorowski
---------------------
Its: Vice President
---------------------
By: Glenborough Corporation, a California corporation,
its general partner
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------
Its: Chairman/CEO
---------------------
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------
Xxxxxx Xxxxxxxxxx, its general partner
By: Montrose Office Park Limited Partnership, a Maryland
limited partnership, its joint venturer
By: Prudential-Bache/Equitec Real Estate Partnership,
a California limited partnership, its general partner
By: Prudential-Bache Properties, Inc., a Delaware corporation,
its general partner
By: /s/ C. A. Piskorowski
---------------------
Its: Vice President
---------------------
By: Glenborough Corporation, a California
corporation, its general partner
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------
Its: Chairman/CEO
---------------------
By: /s/ Xxxxxx Xxxxxxxxxx
-------------------------
Xxxxxx Xxxxxxxxxx, its general partner
5
Loan No. 1285TZL
EXHIBIT A
(FIXED RATE AGREEMENT)
Exhibit A to Amended, Restated and Consolidated
Promissory Note ("Note"), dated December __, 1996, made
by PRUDENTIAL-BACHE/EQUITEC REAL ESTATE PARTNERSHIP, a
California limited partnership, and MONTROSE OFFICE
PARK JOINT VENTURE, a Maryland joint venture, as
Borrowers, to the order of XXXXX FARGO BANK, NATIONAL
ASSOCIATION, as Lender.
RECITALS
Borrowers have requested and Lender has agreed to
provide a fixed rate option as a basis for calculating
the effective rate of interest on amounts owing under
this Note. Borrowers acknowledge the following:
(i) Borrowers understand the fixed rate option as
provided herein; and (ii) absent the terms and
conditions hereof, it would be extremely difficult to
calculate Lender's additional costs, expenses, and
damages in the event of a breach or Default under any
of the Loan Documents or prepayment by Borrowers
hereunder. Given the above, Borrowers agree that the
provisions herein (including, without limitation, the
Fixed Rate Price Adjustment defined below) provide for
a reasonable and fair method for Lender to recover its
additional costs, expenses and damages in the event of
a breach hereunder or any Default under this Note or
under any of the other Loan Documents or prepayment by
Borrowers.
1. Rates and Terms Defined. Various rates and
terms not otherwise defined herein are defined and
described as follows:
"Alternate Rate" is the rate of interest equal
to five percent (5%) in excess of what the
Effective Rate would have been had one or more
of the events specified in Section 2(b) of this
Fixed Rate Agreement not occurred.
"Fixed Rate" is the rate of interest, rounded
upward to the nearest whole multiple of
one-hundredth of one percent (.01%), equal to
the sum of: (a) the Spread plus (b) the LIBO
Rate, which LIBO Rate is divided by one (1.00)
minus the Reserve Percentage:
LIBO Rate
-----------------------
Fixed Rate = the Spread + (1 - Reserve Percentage)
"Fixed Rate Period" shall mean a period of one
(1) month, in the case of the first such
period, commencing on the Initial Disbursement
Date, and otherwise commencing on the last day
of the immediately preceding Fixed Rate Period.
Each Fixed Rate Period shall end on (but
exclude) the day which corresponds numerically to
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Loan No. 1285TZL
the commencement date of such Fixed Rate
Period in the immediately succeeding month,
provided, however, if there is no such
numerically corresponding day in the
immediately succeeding month, said Fixed Rate
Period shall end on the last Business Day of
said immediately succeeding month. If a Fixed
Rate Period would otherwise end on a day which
is not a Business Day, such Fixed Rate Period
shall end on the next succeeding Business Day,
provided, however, that if said next succeeding
Business Day falls in a new calendar month,
said Fixed Rate Period shall end on the
immediately preceding Business Day.
"LIBO Rate" is the rate of interest, rounded
upward to the nearest whole multiple of
one-sixteenth of one percent (.0625%), quoted
by Xxxxxx as the London Interbank Offered Rate
for deposits in U.S. Dollars at approximately
11:00 a.m. London time, two (2) Business Days
prior to the first day of a Fixed Rate Period
or a Price Adjustment Date, as appropriate, for
purposes of calculating effective rates of
interest for loans or obligations making
reference thereto for an amount approximately
equal to the then outstanding principal amount
under this Note (or, as applicable, amounts
paid or prepaid and subject to the provisions
of Section 4 hereof) and for a period of time
approximately equal to a Fixed Rate Period or
the time remaining in a Fixed Rate Period on a
Price Adjustment Date, as appropriate.
"Loan Agreement" is that certain Loan Agreement
dated as of the date hereof by and among
Borrowers and Lender, as said agreement may be
modified, amended, restated or supplemented
from time to time. All capitalized terms not
otherwise defined herein shall have the meaning
ascribed to such terms in the Loan Agreement.
"Prime Rate" is a base rate of interest which
Xxxxxx establishes from time to time and which
serves as the basis upon which effective rates
of interest are calculated for those loans
making reference thereto. Any change in an
Effective Rate due to a change in the Prime
Rate shall become effective on the day each
such change is announced by Lender.
"Regulatory Costs" are, collectively, future,
supplemental, emergency or other changes in
Reserve Percentages, assessment rates imposed
by the FDIC, or similar requirements or costs
imposed by any domestic or foreign governmental
authority and related in any
Exhibit A
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Loan No. 1285TZL
manner to the Fixed Rate, provided, said amounts are
actually paid by (or on behalf of) Xxxxxx.
"Reserve Percentage" is at any time the
percentage announced by Lender as the reserve
percentage under Regulation D for loans and
obligations making reference to a Fixed Rate
for a Fixed Rate Period or time remaining in a
Fixed Rate Period on a Price Adjustment Date,
as appropriate. The Reserve Percentage shall
be based on Regulation D or other regulations
from time to time in effect concerning reserves
for Eurocurrency Liabilities from related
institutions as though Lender were in a net
borrowing position, as promulgated by the Board
of Governors of the Federal Reserve System, or
its successor.
"Spread" shall mean three and one-half percent
(3.50%).
"Taxes" are, collectively, all withholdings,
interest equalization taxes, stamp taxes or
other taxes (except income and franchise taxes)
imposed by any domestic or foreign governmental
authority and related in any manner to the
Effective Rate, provided, said amounts are
actually paid by (or on behalf of) Xxxxxx.
"Variable Rate" is a floating rate of interest
per annum equal to one and one-half percent
(1.5%) in excess of the Prime Rate.
2. Effective Rate. The "Effective Rate" upon
which interest shall be calculated for this Note shall
be equal to the rate described in either paragraph (a)
or (b) below, as applicable:
(a) Provided no Default exists under the Loan
Agreement or any of the other Loan Documents (this
Note is one of the Loan Documents), the Effective
Rate for each Fixed Rate Period shall be the Fixed
Rate set in accordance with the provisions hereof,
provided, however, if any of the transactions
necessary for the calculation of interest at the
Fixed Rate should be or become prohibited or
unavailable to Lender, or, if in Lender's good
faith judgment, it is not possible for Lender to
set a Fixed Rate for a Fixed Rate Period, the
Effective Rate shall revert to the Variable Rate.
(b) During such time as a Default exists under
the Loan Agreement or any of the other Loan
Documents (which shall include the expiration of
any cure periods provided for in said documents);
or from and after the date on which
Exhibit A
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Loan No. 1285TZL
all sums owing under this Note become due and payable by
acceleration or otherwise; or from and after the
Maturity Date, then at the option of Lender, the
interest rate applicable to the then outstanding
principal balance of this Note shall be the
Alternate Rate.
3. Taxes, Regulatory Costs and Reserve
Percentages. Except as provided for below, upon
Xxxxxx's demand, Borrowers shall pay to Lender, in
addition to all other amounts which may be, or become,
due and payable under this Note and the other Loan
Documents, any and all Taxes and Regulatory Costs, to
the extent they are not internalized by the calculation
of a Fixed Rate. Further, at Lender's option, the
Fixed Rate shall be automatically adjusted by adjusting
the Reserve Percentage, as determined by Lender in its
prudent banking judgment, from the date of imposition
(or subsequent date selected by Xxxxxx) of any such
Regulatory Costs. Lender shall give Borrowers notice
of any Taxes and Regulatory Costs as soon as practi-
cable after their occurrence, but Borrowers shall be
liable for all Taxes and Regulatory Costs regardless of
whether or when notice is so given.
4. Fixed Rate Price Adjustment. Borrowers
acknowledge that prepayment or acceleration of any
principal amounts evidenced by this Note during a Fixed
Rate Period shall result in Lender's incurring additional
costs, expenses and/or liabilities and that it
is extremely difficult and impractical to ascertain the
extent of such costs, expenses and/or liabilities.
Therefore, except for the payment to be made on the
Maturity Date (unless the payment to be made on said
date is the result of an acceleration of the amounts
owing hereunder), on the date amounts are prepaid and
on the date (if any) all sums payable hereunder become
due and payable by reason of acceleration ("Price
Adjustment Date"), Borrowers will pay Lender (in
addition to all other sums then owing to Lender) an
amount ("Fixed Rate Price Adjustment") equal to the
then present value of (a) the amount of interest that
would have accrued on the amounts paid for the remainder
of the applicable Fixed Rate Period at the
applicable Fixed Rate, less (b) the amount of interest
that would accrue on the same amounts paid if the Fixed
Rate were set on the Price Adjustment Date (and for a
Fixed Rate Period equal to the remainder of the
applicable Fixed Rate Period). The present value shall
be calculated by using as a discount rate the LIBO Rate
quoted on the Price Adjustment Date. Notwithstanding
the terms and provisions of this section, this section
shall not constitute the consent of Lender for
Borrowers to make any prepayments of any amounts
evidenced by this Note, to the extent said prepayments
are otherwise prohibited (or subject to limitations or
conditions) under the terms of any of the Loan
Documents.
Exhibit A
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Loan No. 1285TZL
By initialing this provision where
indicated below, Xxxxxxxxx confirm
that Xxxxxx's agreement to make the
Loan evidenced by this Note at the
interest rates and on the other terms
set forth herein and in the other Loan
Documents constitutes adequate and
valuable consideration, given
individual weight by Borrowers, for
this agreement.
BORROWERS' INITIALS: /s/ CAP /s/ AB /s/ RB
5. Purchase, Sale and Matching of Funds.
Borrowers understand, agree and acknowledge the
following: (a) Lender has no obligation to purchase,
sell and/or match funds in connection with the use of a
LIBO Rate as a basis for calculating a Fixed Rate or
Fixed Rate Price Adjustment; (b) a LIBO Rate is used
merely as a reference in determining a Fixed Rate and
Fixed Rate Price Adjustment; and (c) Borrowers have
accepted a LIBO Rate as a reasonable and fair basis for
calculating a Fixed Rate and a Fixed Rate Price
Adjustment. Borrowers further agree to pay the Fixed
Rate Price Adjustment, Taxes and Regulatory Costs, if
any, whether or not Lender elects to purchase, sell
and/or match funds.
6. Payment in Excess of the Maximum Amount
Permitted by Law. If under any circumstances Lender
shall ever receive an amount deemed interest by
applicable law, which would exceed the maximum amount
permissible under applicable usury or such other laws,
such amount that would be excessive interest under
applicable usury laws or such other laws shall be
deemed a payment in reduction of the outstanding
principal balance of the Loan and shall be so applied,
and shall not be deemed to be the payment of interest;
or if such excessive interest exceeds the outstanding
principal balance of the Loan, the excess shall be
deemed to have been a payment made by mistake and shall
be refunded to Borrowers or to any other person making
such payment on Borrowers' behalf.
7. Joint and Several Liability. The obligations
of the Borrowers hereunder and under the other Loan
Documents to which they are a party are joint and
several. Lender may release or settle with either of
the Borrowers or its collateral given for the Loan
without affecting the continuing liability of the other
Borrower. Lender may proceed against either of the
Borrowers or its collateral or other assets without
proceeding against the other Borrower or affecting the
continuing liability of the other Borrower. Lender may
proceed against or release any collateral for the Loan
or any guarantor of the obligations of the Borrowers
without proceeding against either or both of the
Borrowers or affecting the continuing liability of the
Borrowers.
Exhibit A
5
Loan No. 1285TZL
8. Miscellaneous. As used in this Exhibit, the
plural shall mean the singular and the singular shall
mean the plural as the context requires.
This Fixed Rate Agreement is executed concurrently
with and as part of the Note referred to and described
first above.
Exhibit A
6
Loan No. 1285TZL
IN WITNESS WHEREOF, Borrowers have executed this
Fixed Rate Agreement by a duly authorized signatory on
the date first above written.
BORROWERS:
Prudential-Bache/Equitec Real Estate Partnership, a
California limited partnership
By: Prudential-Bache Properties, Inc., a Delaware
corporation, its general partner
By: /s/ C. A. Piskorowski
---------------------
Its: Vice President
---------------------
By: Glenborough Corporation, a California corporation,
its general partner
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------
Its: Chairman/CEO
---------------------
By: /s/ Xxxxxx Xxxxxxxxxx
------------------------
Xxxxxx Xxxxxxxxxx, its general partner
AND
Exhibit A
7
Loan No. 1285TZL
Montrose Office Park Joint Venture, a Maryland joint venture
By: Prudential-Bache/Equitec Real Estate Partnership, a
California limited partnership, its joint venturer
By: Prudential-Bache Properties, Inc., a Delaware
corporation, its general partner
By: /s/ C. A. Piskorowski
---------------------
Its: Vice President
---------------------
By: Glenborough Corporation, a California corporation,
its general partner
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------
Its: Chairman/CEO
---------------------
By: /s/ Xxxxxx Xxxxxxxxxx
-------------------------
Xxxxxx Xxxxxxxxxx, its general partner
By: Montrose Office Park Limited Partnership, a Maryland
limited partnership, its joint venturer
By: Prudential-Bache/Equitec Real Estate Partnership,
a California limited partnership, its general partner
By: Prudential-Bache Properties, Inc., a Delaware
corporation, its general partner
By: /s/ C. A. Piskorowski
---------------------
Its: Vice President
---------------------
By: Glenborough Corporation, a California
corporation, its general partner
By: /s/ Xxxxxx Xxxxxxxxxx
-------------------------
Its: Chairman/CEO
-------------------------
By: /s/ Xxxxxx Xxxxxxxxxx
-------------------------
Xxxxxx Xxxxxxxxxx, its general partner
Exhibit A
8
