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:
Each Reporting Person except for WREP is a subsidiary or other affiliate
of WREP.
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").
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:
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.
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.
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.
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.
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.]
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.,
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 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
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
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
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
