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EXHIBIT 10.15
FORM OF
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF CAMDEN OPERATING, L.P.
THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF CAMDEN OPERATING, L.P. (this "AMENDMENT") is entered into as of
August 13, 1999, by and between CPT-GP, Inc. ("GENERAL PARTNER"), a Delaware
corporation and a wholly owned subsidiary of Camden USA, Inc. ("CAMDEN USA"), a
Delaware corporation, a wholly owned subsidiary of Camden Property Trust ("CPT
"or the "GENERAL PARTNER ENTITY"), a Texas real estate investment trust, as the
general partner of Camden Operating, L.P., a Delaware limited partnership (the
"PARTNERSHIP") and Edgewater Equity, Inc., a Delaware corporation ("EDGEWATER,
INC.") and Edgewater Equity Partners, L.P., a Delaware limited partnership
("EDGEWATER, L.P."; each of Edgewater, Inc. and Edgewater, L.P. a "SERIES C
PREFERRED PARTNER" and collectively "SERIES C PREFERRED PARTNERS").
RECITALS
WHEREAS, the signatories hereto desire to amend that certain Third
Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P.,
dated as of April 15, 1997, as amended by that certain First Amendment to Third
Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P.,
dated as of February 23, 1999 (collectively, as amended, the "AGREEMENT") as set
forth herein; any terms capitalized herein but not defined herein having the
definitions therefor set forth in the Agreement.
NOW, THEREFORE, in consideration of the foregoing, of the mutual
promises set forth herein, and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree to continue the Partnership and amend the
Agreement as follows:
1. As of the date hereof (a) Edgewater, Inc. has contributed $5,000,000
to the Partnership in exchange for the issuance to Edgewater, Inc. of 200,000
Series C Preferred Units (as defined in the Agreement, as amended hereby), and
(b) Edgewater, L.P. has contributed $8,000,000 to the Partnership in exchange
for the issuance of 320,000 Series C Preferred Units. The Series C Preferred
Units issued to the Series C Preferred Partners have been duly issued and fully
paid. The Series C Preferred Partners are hereby admitted to the Partnership,
effective as of August 13, 1999, each as an Additional Limited Partner (the
information set forth on EXHIBIT A attached hereto relating to the interest of
the Series C Preferred Partners in the Partnership is hereby included in Exhibit
A to the Agreement), and by execution of this Amendment the Series C Preferred
Partners have agreed to be bound by all of the terms and conditions of the
Agreement, as amended hereby.
2. DEFINITIONS.
A. The words "Series C Preferred Units" are inserted after the
word "Series B Preferred Units" in the first sentence of the definition
of "Partnership Unit" in Article I of the Agreement.
B. The following new definitions are inserted in Article I of
the Agreement so as to preserve alphabetical order:
"EXCESS SERIES C UNITS" shall have the meaning set forth
therefor in Section 17.9.A hereof.
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"PARTNERSHIP NET ASSET VALUE" means, with respect to any
fiscal quarter of the Partnership, (A) the product of (1) the Net
Operating Income for such quarter (as determined based upon the
financial information of the Partnership provided by the Partnership
pursuant to Section 4(f) of the Series C Preferred Contribution
Agreement) multiplied by four and (2) eleven, less (B) all Indebtedness
of the Partnership.
"NET OPERATING INCOME" means, with respect to any fiscal
quarter of the Partnership, all cash received by the Partnership from
whatever source (excluding the proceeds of any Capital Contributions
and any capital transactions (e.g., refinancings, sales of assets,
casualty or condemnation)) less the aggregate of the following: (i) all
interest payments in respect of Partnership Indebtedness made during
such quarter by the Partnership; and (ii) all operating expenses made
by the Partnership during such quarter.
"PARITY PREFERRED UNITS" shall have the meaning set forth
therefor in Section 17.1 hereof.
"SERIES C EXCHANGE NOTICE" shall have the meaning set forth
therefor in Section 17.9.B hereof.
"SERIES C EXCHANGE PRICE" shall have the meaning set forth
therefor in Section 17.9.A hereof.
"SERIES C PREFERRED CONTRIBUTION AGREEMENT" means,
collectively, that certain (i) Contribution Agreement, dated as of
August 13, 1999, by and among, Edgewater Equity, Inc., CPT and
Partnership, and (ii) Contribution Agreement, dated as of August 13,
1999, by and among, Edgewater Equity Partners, L.P., CPT and
Partnership.
"SERIES C PREFERRED PARTNERS" means Edgewater, Inc. and
Edgewater, L.P., and their respective successors and assigns.
"SERIES C PREFERRED SHARES" shall have the meaning set
forth therefor in Section 17.9.A hereof.
"SERIES C PREFERRED UNIT DISTRIBUTION PAYMENT DATE" shall
have the meaning set forth therefor in Section 17.3.A hereof.
"SERIES C PREFERRED UNIT PARTNERSHIP RECORD DATE" shall
have the meaning set forth therefor in Section 17.3.A hereof.
"SERIES C PREFERRED UNITS" shall have the meaning set forth
therefor in Section 17.2 hereof.
"SERIES C PRIORITY RETURN" shall have the meaning set forth
therefor in Section 17.1 hereof.
"SERIES C REDEMPTION PRICE" shall have the meaning set
forth therefor in Section 17.6 hereof.
"UNITS JUNIOR TO SERIES C" shall have the meaning set forth
therefor in Section 17.3.C hereof.
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3. ARTICLE I. The definition of "PARITY PREFERRED UNITS" set forth in
Article I is hereby deleted and replaced with the following:
""PARITY PREFERRED UNITS" shall have the meaning set forth therein
in Section 17.1 hereof."
4. SECTION 4.2.D. Section 4.2.D of the Agreement is amended by
inserting the word "four " in lieu of the word "three" in the second line
thereof, and by inserting the words "and Series C Preferred Units" after the
words "Series B Preferred Units" at the end of the first sentence thereof.
5. SECTION 8.4. Nothing contained in Section 8.4 of the Agreement
shall modify or limit in any way any of the provisions of Article XVII of the
Agreement.
6. SECTION 8.6. The provisions of Section 8.6 of the Agreement shall
not be applicable to the Series C Preferred Units.
7. TRANSFERS. Section 11.1.A of the Agreement is amended by inserting
the words "or an exchange pursuant to Sections 16.9 or 17.9 hereof" after the
words "Section 8.6" in the last line thereof. Section 11.3.A of the Agreement is
amended by inserting the words "or an exchange pursuant to Sections 16.9 or 17.9
hereof" after the words "Section 8.6" in the second line thereof. Section 11.3.A
is further modified to include the following sentence after the last sentence
thereof: "Notwithstanding anything in this Section 11.3 (but not including
11.3.C) to the contrary, the General Partner shall not unreasonably withhold its
consent to any Transfer of any Series C Preferred Units, provided the provisions
of Sections 11.3.B, 11.3.D. 11.3.E, 11.3.F, 11.4.B and 11.6 hereof are
satisfied." Section 11.3.C of the Agreement is amended by adding the following
new clause (x) after clause (ix) thereof: "and (x) notwithstanding any clause of
this Section 11.3.C to the contrary, in the case of any Series C Preferred
Partner, to an Affiliate of such Series C Preferred Partner, provided such
transfer is made in accordance with Sections 11.3.D, 11.3.E, 11.3.F and 11.4.B
of the Agreement (for the sake of this clause (x) and Section 11.6.C (as it
relates to the Series C Preferred Units) only, the word "Affiliate" shall mean,
in respect to any person or entity, any other person or entity directly or
indirectly controlling, controlled by or under common control of such person or
entity whether or not such control shall include a controlling ownership
interest and shall include with respect to any such person or entity the power
to direct the management and policies of such person or entity, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise)." The following sentence is inserted after the last sentence of
Section 11.4.A of the Agreement: "Notwithstanding anything in Section 11.4
hereof to the contrary, the General Partner shall not unreasonably withhold its
consent to the admission of a transferee of Series C Preferred Units as a
Limited Partner, in respect of an exchange of Series C Preferred Units to a
permitted transferee under Section 11.3.C hereof, provided that the effect of
such admission would not be to cause the Partnership to have more than 500
Partners or to be a publicly traded partnership within the meaning of Section
7704 of the Code, and any such transferee shall, upon satisfaction of all of the
conditions set forth in Sections 11.3.B, 11.3.D. 11.3.E, 11.3.F, 11.4.B and 11.6
hereof be admitted to the Partnership as a Substituted Limited Partner
hereunder." Sections 11.6.A and 11.6.B of the Agreement each are amended by
inserting the words "or an exchange pursuant to Sections 16.9 or 17.9 hereof "
after the words "Section 8.6" therein. The following language is inserted at the
end of Section 11.6.C of the Agreement: "; PROVIDED, HOWEVER, that a Series C
Preferred Partner may make a Transfer to an Affiliate of such Series C Preferred
Partner in accordance with the provisions of Section 11.3.C hereof without
regard to such limitation." The last sentence of Section 11.6.D is hereby
modified by inserting the words "or Series C Preferred Unit Partnership Date, as
the case may be" after the words "Partnership Record Date ".
8. SECTION 12.2.B. The last sentence of Section 12.2.B shall not be
deemed applicable to distributions in respect of the Series C Preferred Shares.
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9. SECTION 16.1. The first sentence of Section 16.1 is hereby deleted
in its entirety.
10. ARTICLE XVII. The following new Article XVII is inserted in the
Agreement after Article XVI thereof:
ARTICLE XVII
SERIES C CUMULATIVE
REDEEMABLE PERPETUAL PREFERRED UNITS
SECTION 17.1 DEFINITIONS
The term "PARITY PREFERRED UNITS" shall be used to refer to
any class or series of Partnership Interests now or hereafter
authorized, issued or outstanding expressly designated by the
Partnership to rank on a parity with Series C Preferred Units with
respect to distributions and rights upon voluntary or involuntary
liquidation, winding-up or dissolution of the Partnership (including,
without limitation, the Series B Preferred Units). The term "SERIES C
PRIORITY RETURN" shall mean, an amount equal to 8.25% per annum,
determined on the basis of a 360 day year of twelve 30 day months (or
actual days for any month which is shorter than a full monthly period),
cumulative to the extent not distributed for any given distribution
period pursuant to Section 5.1 hereof, of the stated value of $25 per
Series C Preferred Unit, commencing on the date of issuance of such
Series C Preferred Unit.
SECTION 17.2 DESIGNATION AND NUMBER
A series of Partnership Units in the Partnership designated as
the "8.25% Series C Cumulative Redeemable Perpetual Preferred Units"
(the "SERIES C PREFERRED UNITS") is hereby established. The number of
Series C Preferred Units shall be 520,000.
SECTION 17.3 DISTRIBUTIONS
A. PAYMENT OF DISTRIBUTIONS. Subject to the rights of holders
of Parity Preferred Units as to the payment of distributions, pursuant
to Sections 5.1, 5.3 and 13.2 hereof, holders of Series C Preferred
Units shall be entitled to receive, when, as and if declared by the
Partnership acting through the General Partner, out of Available Cash,
cumulative preferential cash distributions at the rate per annum of
8.25% of the original Capital Contribution per Series C Preferred Unit.
With respect to the Holders of the Series C Preferred Units, the
original Capital Contribution per Series C Preferred Unit is $25. Such
distributions shall be cumulative, shall accrue from the original date
of issuance and will be payable (i) quarterly (such quarterly periods
for purposes of payment and accrual will be the quarterly periods
ending on the dates specified in this sentence and not calendar year
quarters) in arrears, not later than the third calendar day after March
31, June 30, September 30 and December 31 of each year commencing on
September 30, 1999 and, (ii) in the event of (a) an exchange of Series
C Preferred Units into Series C Preferred Shares, or (b) a redemption
of Series C Preferred Units, on the exchange date or redemption date,
as applicable (each a "SERIES C PREFERRED UNIT DISTRIBUTION PAYMENT
DATE"). The amount of the distribution payable for any period will be
computed on the basis of a 360-day year of twelve 30-day months and for
any period shorter than a full quarterly period for which distributions
are computed, the amount of the distribution payable will be computed
on the basis of the actual number of days elapsed in such a 30-day
month. If any date on which distributions are to be made on the Series
C Preferred Units is not a Business Day, then payment of the
distribution to be made on such date will be made on the next
succeeding day that is a Business Day (and without any interest or
other payment in respect of any such delay) except that, if such
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Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date. Distributions
on the Series C Preferred Units will be made to the holders of record
of the Series C Preferred Units on the relevant record dates to be
fixed by the Partnership acting through the General Partner, which
record dates shall in no event exceed fifteen (15) Business Days prior
to the relevant Series C Preferred Unit Distribution Payment Date (the
"SERIES C PREFERRED UNIT PARTNERSHIP RECORD DATE").
B. DISTRIBUTIONS CUMULATIVE. Distributions on the Series C
Preferred Units will accrue whether or not the terms and provisions of
any agreement of the Partnership, including any agreement relating to
its Indebtedness at any time prohibit the current payment of
distributions, whether or not the Partnership has earnings, whether or
not there are funds legally available for the payment of such of such
distributions and whether or not such distributions are authorized.
Accrued but unpaid distributions on the Series C Preferred Units will
accumulate as of the Series C Preferred Unit Distribution Payment Date
on which they first become payable. Distributions on account of arrears
for any past distribution periods may be declared and paid at any time,
without reference to a regular Series C Preferred Unit Distribution
Payment Date to holders of record of the Series C Preferred Units on
the record date fixed by the Partnership acting through the General
Partner which date shall not exceed fifteen (15) Business Days prior to
the payment date. Accumulated and unpaid distributions will not bear
interest.
C. PRIORITY AS TO DISTRIBUTIONS.
(i) So long as any Series C Preferred Units are
outstanding, no distribution of cash or other property shall
be authorized, declared, paid or set apart for payment on or
with respect to any class or series of Partnership Interest
ranking junior as to the payment of distributions or rights
upon a voluntary or involuntary liquidation, dissolution or
winding-up of the Partnership to the Series C Preferred Units
(collectively, "UNITS JUNIOR TO SERIES C"), nor shall any cash
or other property be set aside for or applied to the purchase,
redemption or other acquisition for consideration of any
Series C Preferred Units, any Parity Preferred Units or any
Units Junior to Series C, unless, in each case, all
distributions accumulated on all Series C Preferred Units and
all classes and series of outstanding Parity Preferred Units
have been paid in full. The foregoing sentence will not
prohibit (a) distributions payable solely in Units Junior to
Series C or, in accordance with Section 8.6 hereof, common
shares of beneficial interest (or any similar equity security)
of the General Partner Entity, (b) the conversion of Units
Junior to Series C or Parity Preferred Units into Units Junior
to Series C or common shares of beneficial interest (or any
similar equity security) of the General Partner Entity, and
(c) the redemption of Partnership Interests corresponding to
any Series C Preferred Shares, Parity Preferred Shares or
Junior Shares (as those terms are defined in that certain
Statement of Designation of Series C Cumulative Redeemable
Perpetual Preferred Shares of Beneficial Interest of the
General Partner Entity (the "SERIES C DESIGNATION")
establishing the Series C Preferred Shares (as hereinafter
defined) to be purchased by the General Partner Entity
pursuant to Article Nineteen of the Declaration of Trust.
(ii) So long as distributions have not been paid in full
(or a sum sufficient for such full payment is not irrevocably
deposited in trust for payment) upon the Series C Preferred
Units, all distributions authorized and declared on the Series
C Preferred Units and all classes or series of outstanding
Parity Preferred Units shall be authorized and declared so
that the amount of distributions authorized and declared per
Series C Preferred Unit and such other classes or series of
Parity Preferred Units shall in all cases bear to each other
the same ratio that accrued distributions per Series C
Preferred Unit and such other classes or series of Parity
Preferred Units (which shall not include any accumulation in
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respect of unpaid distributions for prior distribution
periods if such class or series of Parity Preferred Units do
not have cumulative distribution rights) bear to each other.
D. NO FURTHER RIGHTS. Holders of Series C Preferred Units
shall not be entitled to any distributions, whether payable in cash,
other property or otherwise, in excess of the full cumulative
distributions described herein.
SECTION 17.4 ALLOCATIONS
Sections 6.1.A and 6.1.B of the Agreement are hereby deleted
and replaced by the following:
NET INCOME. After giving effect to the special allocations
set forth in Section 1 of EXHIBIT C and Section 6.2 below, Net Income
shall be allocated:
(i) first, to the General Partner to the extent that Net Losses
previously allocated to the General Partner pursuant to Section
6.1.B(iii) below for all prior taxable years exceed Net Income
previously allocated to the General Partner pursuant to this
Section 6.1.A(i) for all prior taxable years,
(ii) second, to holders of Partnership Interests that are
entitled to any preference in distribution to the extent that Net
Losses previously allocated to such holders pursuant to Section
6.1.B(ii) below for all prior taxable years exceed Net Income
previously allocated to such holders pursuant to this Section
6.1.A(ii) for all prior taxable years,
(iii) third, to holders of Partnership Interests of a class not
entitled to preference in distribution to the extent that Net
Losses previously allocated to such holders pursuant to Section
6.1.B(i) below for all prior taxable years exceed Net Income
previously allocated to such holders pursuant to this Section
6.1.A(iii) for all prior taxable years,
(iv) fourth, to the holders of any Partnership Interests that are
entitled to any preference in distribution in accordance with the
rights of any such class of Partnership Interests (including
Series B Preferred Units and Series C Preferred Units) until each
such Partnership Interest has been allocated Net Income equal to
the EXCESS OF (x) the cumulative amount of preferred
distributions the holder of such Partnership Interests is
entitled to receive (Series B Priority Return, in the case of
Series B Preferred Units and Series C Priority Return, in the
case of Series C Preferred Units and, as between the holders of
Series B Preferred Units and the Series C Preferred Units, pro
rata in proportion to the respective amount of cumulative
preferred distributions that each such holder is entitled to
receive) to the last day of the current taxable year or to the
date of redemption, to the extent such Partnership Interests are
redeemed during such taxable year, OVER (y) the cumulative Net
Income allocated to such holder, pursuant to this Section
6.1.A(iv) for all prior taxable years, and
(v) fifth, with respect to Partnership Interests that are not
entitled to any preference in the allocation of Net Income, pro
rata to each such class in accordance with the terms of such
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class (and, within such class, pro rata in proportion to the
respective Percentage Interests as of the last day of the period
for which such allocation is being made).
NET LOSSES. After giving effect to the special allocations
set forth in Section 1 of EXHIBIT C and Section 6.2, Net Losses shall
be allocated:
(i) first, with respect to classe s of Partnership Interests that
are not entitled to any preference in distribution (including the
General Partner Interest), pro rata to each such class in
accordance with the terms of such class (and, within such class,
pro rata in proportion to the respective Percentage Interests as
of the last day of the period for which such allocation is being
made) until the Adjusted Capital Account (ignoring for this
purpose any amounts a Partner is obligated to contribute to the
capital of the Partnership or is deemed obligated to contribute
pursuant to Regulations Section 1.704-1(b)(2)(ii)(c)(2)) of each
Partner in such classes is reduced to zero,
(ii) second, to the holders of any Partnership Interests that are
entitled to any preference in distribution (including Series B
Preferred Units and Series C Preferred Units) in accordance with
the rights of any such class of Partnership Interests (and, if
there is more than one class of such Partnership Interests, then
in the reverse order of their preference in distribution and if
there is no preference, then among the holders thereof pro rata
among them in proportion to their Adjusted Capital Account
balances), until the Adjusted Capital Account (modified in the
same manner as in clause (i)) of each such holder is reduced to
zero, and
(iii) third, to the General Partner.
To the extent permitted under Section 704 of the Code, solely
for purposes of allocating Net Income or Net Losses in any taxable year
(or a portion thereof) to the holders of Series B Preferred Units and
Series C Preferred Units pursuant to Section 6.1 hereof, items of Net
Income or Net Losses, as the case may be, shall not include
Depreciation with respect to properties that are "ceiling limited" in
respect of holders of Series B Preferred Units or Series C Preferred
Units. For purposes of the preceding sentence, Partnership property
shall be considered "ceiling limited" in respect of a holder of Series
B Preferred Units or Series C Preferred Units if Depreciation
attributable to such Partnership property which would otherwise be
allocable to such holder, without regard to this paragraph, exceeds
depreciation determined for federal income tax purposes attributable to
such Partnership property which would otherwise be allocable to such
holder by more than 5%.
SECTION 17.5 LIQUIDATION PROCEEDS
A. DISTRIBUTIONS UPON CERTAIN EVENTS. Upon voluntary or
involuntary liquidation, dissolution or winding-up of the Partnership,
distributions on the Series C Preferred Units shall be made in
accordance with Section 13.2 hereof; PROVIDED, HOWEVER, that upon any
such liquidation, dissolution or winding-up of the Partnership, the
Liquidator may elect, in its sole discretion, to cause the Partnership
or the General Partner Entity to issue to the holders of the Series C
Preferred Units such number of Series C Preferred Shares as such holder
would have received had they exercised their Exchange Rights in
accordance with Section 17.9 hereof (it being assumed for purposes
hereof that such holders would then be entitled to exercise such
Exchange Rights) in lieu of the cash otherwise distributable to the
Series C Preferred Partners pursuant to Section 13.2 hereof.
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B. NOTICE. Written notice of any such voluntary or
involuntary liquidation, dissolution or winding-up of the Partnership,
stating the payment date or dates when, and the place or places where,
the amounts distributable in such circumstances shall be payable, shall
be given by (i)fax and (ii) by first class mail, postage pre-paid, not
less than thirty (30) and not more than sixty (60) days prior to the
payment date stated therein, to each record holder of the Series C
Preferred Units at the respective addresses of such holders as the
same shall appear on the transfer records of the Partnership.
C. NO FURTHER RIGHTS. After payment of the full amount
of the liquidating distributions to which they are entitled (whether
in accordance with Section 13.2 hereof, or by delivery of Series C
Preferred Shares in accordance with Section 17.5.A hereof or both),
the holders of Series C Preferred Units will have no right or claim to
any of the remaining assets of the Partnership.
D. CONSOLIDATION, MERGER OR CERTAIN OTHER TRANSACTIONS. The
voluntary sale, conveyance, lease, exchange or transfer (for cash,
shares of stock, securities or other consideration) of all or
substantially all of the property or assets of the General Partner to,
or the consolidation or merger or other business combination of the
Partnership with or into, any corporation, trust, partnership, limited
liability company or other entity (or of any corporation, trust,
partnership, limited liability company or other entity with or into the
Partnership) shall not be deemed to constitute a liquidation,
dissolution or winding-up of the Partnership.
SECTION 17.6 OPTIONAL REDEMPTION
A. RIGHT OF OPTIONAL REDEMPTION. The Series C Preferred Units
may not be redeemed prior to the fifth (5th) anniversary of the
issuance date. On or after such date, the Partnership shall have the
right to redeem the Series C Preferred Units, in whole or in part, at
any time or from time to time, upon not less than 30 nor more than 60
days written notice, at a redemption price, payable in cash, equal to
the Capital Account balance of the holder of Series C Preferred Units
(the "SERIES C REDEMPTION PRICE") or, if greater, the original Capital
Contribution of such holder plus the current Series C Priority Return,
whether or not declared to the relevant date, to the extent not
previously distributed; PROVIDED, HOWEVER, that no redemption pursuant
to this Section 17.6 will be permitted if the Series C Redemption Price
does not equal or exceed the original Capital Contribution of such
holder plus the cumulative Series C Priority Return, whether or not
declared, to the redemption date to the extent not previously
distributed. If fewer than all of the outstanding Series C Preferred
Units are to be redeemed, the Series C Preferred Units to be redeemed
shall be selected pro rata (as nearly as practicable without creating
fractional units).
B. LIMITATION ON REDEMPTION. The Partnership may not redeem
fewer than all of the outstanding Series C Preferred Units unless all
accumulated and unpaid distributions have been paid on all Series C
Preferred Units for all quarterly distribution periods terminating on
or prior to the date of redemption.
C. PROCEDURES FOR REDEMPTION.
(i) Notice of redemption will be (a) faxed, and (b)
mailed by the Partnership, by certified mail, postage prepaid,
not less than 30 nor more than 60 days prior to the redemption
date, addressed to the respective holders of record of the
Series C Preferred Units at their respective addresses as they
appear on the records of the Partnership. No failure to give
or defect in such notice shall affect the validity of the
proceedings for the redemption of any Series C Preferred Units
except as to the holder to whom such notice was defective or
not given. In addition to any information required by law,
each such notice shall state: (m) the redemption date, (n) the
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Series C Redemption Price, (o) the aggregate number of Series
C Preferred Units to be redeemed and if fewer than all of the
outstanding Series C Preferred Units are to be redeemed, the
number of Series C Preferred Units to be redeemed held by such
holder, which number shall equal such holder's pro rata share
(based on the percentage of the aggregate number of
outstanding Series C Preferred Units the total number of
Series C Preferred Units held by such holder represents) of
the aggregate number of Series C Preferred Units to be
redeemed, (p) the place or places where such Series C
Preferred Units are to be surrendered for payment of the
Series C Redemption Price, (q) that distributions on the
Series C Preferred Units to be redeemed will cease to
accumulate on such redemption date and (r) that payment of the
Series C Redemption Price will be made upon presentation and
surrender of such Series C Preferred Units and execution and
delivery by the holder of Series C Preferred Units of an
assignment of Partnership Interest pursuant to which such
holder shall assign the Series C Preferred Units to the
Partnership, shall represent and warrant that such Series C
Preferred Units are unencumbered and not subject to any lien
and that such holder has good title to such Series C Preferred
Units and that such holder has requisite authority to assign
the Series C Preferred Units to the Partnership pursuant to
such assignment of Partnership Interest and shall provide such
additional representations and warranties and assurances
(including opinions of counsel) as shall be reasonably
requested by the Partnership; provided that no Series C
Preferred Units shall be redeemed by the Partnership unless
and until the holder thereof shall have satisfied all of the
conditions to such redemption (including, without limitation,
the delivery of the foregoing assignment and further
assurances).
(ii) If the Partnership gives a notice of redemption
in respect of Series C Preferred Units (which notice will be
irrevocable) then, by 12:00 noon, New York City time, on the
redemption date, the Partnership will deposit irrevocably in
trust for the benefit of the Series C Preferred Units being
redeemed funds sufficient to pay the applicable Series C
Redemption Price and will give irrevocable instructions and
authority to pay such Series C Redemption Price to the holders
of the Series C Preferred Units upon surrender of the Series C
Preferred Units by such holders at the place designated in the
notice of redemption, the delivery by such holders of the
opinions of counsel and future assurances further described in
Section 17.6.C(i) hereof, and the execution and delivery by
such holders of an assignment as further described in Section
17.6.C(i) hereof. If the Series C Preferred Units are
evidenced by a certificate and if fewer than all Series C
Preferred Units evidenced by any certificate are being
redeemed, a new certificate shall be issued upon surrender of
the certificate evidencing all Series C Preferred Units,
evidencing the unredeemed Series C Preferred Units without
cost to the holder thereof. On and after the date of
redemption, distributions will cease to accumulate on the
Series C Preferred Units or portions thereof called for
redemption, unless the Partnership defaults in the payment
thereof. If any date fixed for redemption of Series C
Preferred Units is not a Business Day, then payment of the
Series C Redemption Price payable on such date will be made on
the next succeeding day that is a Business Day (and without
any interest or other payment in respect of any such delay)
except that, if such Business Day falls in the next calendar
year, such payment will be made on the immediately preceding
Business Day, in each case with the same force and effect as
if made on such date fixed for redemption. If payment of the
Series C Redemption Price is improperly withheld or refused
and not paid by the Partnership, distributions on such Series
C Preferred Units will continue to accumulate from the
original redemption date to the date of payment, in which case
the actual payment date will be considered the date fixed for
redemption for purposes of calculating the applicable Series C
Redemption Price.
50
D. The provisions of Section 8.6 of this Agreement do not
apply to redemptions undertaken pursuant to this Article XVII.
SECTION 17.7 VOTING RIGHTS
A. GENERAL. Holders of the Series C Preferred Units will not
have any voting rights or right to consent to any matter requiring the
consent or approval of the Limited Partners, except as provided in
Sections 7.3 and 14.1.C and this Section 17.7. In the event of any
inconsistency between any other provision of this Agreement and the
provisions of this Section 17.7, the provisions of this Section 17.7
shall control.
B. CERTAIN VOTING RIGHTS. So long as any Series C Preferred
Units remain outstanding, the Partnership shall not, without the
affirmative vote of the holders of at least two-thirds of the Series C
Preferred Units outstanding at the time: (i) authorize or create, or
increase the authorized or issued amount of, any class or series of
Partnership Interests ranking senior to the Series C Preferred Units
with respect to payment of distributions or rights upon liquidation,
dissolution or winding-up or reclassify any Partnership Interests into
any such senior Partnership Interest, or create, authorize or issue any
obligations or security convertible into or evidencing the right to
purchase any such senior Partnership Interests; (ii) authorize or
create, or increase the authorized or issued amount of any Parity
Preferred Units or reclassify any Partnership Interest into any such
Partnership Interest or create, authorize or issue any obligations or
security convertible into or evidencing the right to purchase any such
Partnership Interests but only to the extent such Parity Preferred
Units are issued to an Affiliate of the Partnership, other than the
General Partner Entity to the extent the issuance of such interests was
to allow the General Partner Entity to issue corresponding preferred
shares to persons who are not Affiliates of the Partnership; or (iii)
either (A) consolidate, merge into or with, or (other than in a manner
which results in a liquidation of the Partnership and the distributions
provided for in Section 17.5 hereof (which distributions must be in the
form of Series C Preferred Shares at any time prior to the fifth (5th)
anniversary of the date hereof)) convey, transfer or lease its assets
substantially as an entirety to, any corporation or other entity or (B)
amend, alter or repeal the provisions of the Agreement, whether by
merger, consolidation or otherwise, that would materially and adversely
affect the powers, special rights, preferences, privileges or voting
power of the Series C Preferred Units or the holders thereof; PROVIDED,
HOWEVER, that with respect to the occurrence of a merger, consolidation
or a sale or lease of all of the Partnership's assets as an entirety,
so long as (l) the Partnership is the surviving entity and the Series C
Preferred Units remain outstanding with the terms thereof unchanged, or
(2) the resulting, surviving or transferee entity is a partnership,
limited liability company or other pass-through entity organized under
the laws of any state and substitutes for the Series C Preferred Units
other interests in such entity having substantially the same terms and
rights as the Series C Preferred Units, including with respect to
distributions, voting rights and rights upon liquidation, dissolution
or winding-up, then the occurrence of any such event shall not be
deemed to materially and adversely affect such rights, privileges or
voting powers of the holders of the Series C Preferred Units (and shall
not require the vote or consent of any of the holders of the Series C
Preferred Units); and PROVIDED FURTHER that any increase in the amount
of Partnership Interests or the creation or issuance of any other class
or series of Partnership Interests, in each case ranking (y) junior to
the Series C Preferred Units with respect to payment of distributions
and the distribution of assets upon liquidation, dissolution or
winding-up, or (z) on a parity to the Series C Preferred Units with
respect to payment of distributions and the distribution of assets upon
liquidation, dissolution or winding-up to the extent such Partnership
Interests are not issued to an affiliate of the Partnership, other than
the General Partner Entity to the extent the issuance of such interests
was to allow the General Partner Entity to issue corresponding
51
preferred shares to persons who are not affiliates of the Partnership,
shall not be deemed to materially and adversely affect such rights,
preferences, privileges or voting powers (and shall not require the
vote or consent of any of the holders of the Series C Preferred Units).
SECTION 17.8 TRANSFER RESTRICTIONS
The Series C Preferred Units shall be subject to the
provisions of Article XI of the Agreement, as amended by this
Amendment.
SECTION 17.9 EXCHANGE RIGHTS
A. RIGHT TO EXCHANGE.
(i) Series C Preferred Units will be exchangeable in
whole or in part at anytime on or after the tenth (10th)
anniversary of the date of issuance, at the option of the
holders thereof, for authorized but previously unissued shares
of 8.25% Series C Cumulative Redeemable Preferred Shares of
Beneficial Interest of the General Partner Entity (the "SERIES
C PREFERRED SHARES") at an exchange rate of one share of
Series C Preferred Shares for one Series C Preferred Unit,
subject to adjustment as described below (the "SERIES C
EXCHANGE PRICE"), provided that the Series C Preferred Units
will become exchangeable at any time, in whole or in part, at
the option of the holders of Series C Preferred Units for
Series C Preferred Shares if (x) at any time full
distributions shall not have been timely made on any Series C
Preferred Unit with respect to six (6) prior quarterly
distribution periods, whether or not consecutive, provided,
however, that a distribution in respect of Series C Preferred
Units shall be considered timely made if made within two (2)
Business Days after the applicable Series C Preferred Unit
Distribution Payment Date if at the time of such late payment
there shall not be any prior quarterly distribution periods in
respect of which full distributions were not timely made, (y)
upon receipt by a holder or holders of Series C Preferred
Units of (1) notice from the General Partner that the General
Partner or the General Partner Entity has taken the position
that the Partnership is, or upon the occurrence of a defined
event in the immediate future will be, a PTP and (2) an
opinion rendered by an outside nationally recognized
independent legal counsel reasonably acceptable to the General
Partner familiar with such matters addressed to a holder or
holders of Series C Preferred Units, that the Partnership is
or likely is, or upon the occurrence of a defined event that
shall occur in the immediate future will be or likely will be,
a PTP, or (z) the Partnership Net Asset Value of the
Partnership in any fiscal quarter of the Partnership is less
than $200,000,000. In addition, the Series C Preferred Units
may be exchanged for Series C Preferred Shares, in whole or in
part, at the option any holder prior to the tenth (10th)
anniversary of the issuance date and after the third (3rd)
anniversary thereof if such holder of a Series C Preferred
Units shall deliver to the General Partner either (i) a
private letter ruling issued by the Internal Revenue Service
and addressed to such holder of Series C Preferred Units or
(ii) an opinion of independent legal counsel reasonably
acceptable to the General Partner based on the enactment of
temporary or final Treasury Regulations or the publication of
a Revenue Ruling, in either case to the effect that an
exchange of the Series C Preferred Units at such earlier time
would not cause the Series C Preferred Units to be considered
"stock and securities" within the meaning of section 351(e) of
the Code for purposes of determining whether the holder of
such Series C Preferred Units is an "investment company" under
section 721(b) of the Code if an exchange is permitted at such
earlier date. Furthermore, the Series C Preferred Units may be
exchanged in whole but not in part by any holder thereof which
is a real estate investment trust within the meaning of
Sections 856 through 859 of the Code for Series C Preferred
52
Shares (but only if the exchange in whole may be accomplished
consistently with the ownership limitations set forth under
Article Nineteen of the Declaration of Trust of the General
Partner Entity (taking into account exceptions thereto)) if at
any time, (i) the Partnership reasonably determines that the
assets and income of the Partnership for a taxable year after
1999 would not satisfy the income and assets tests of Section
856 of the Code for such taxable year if the Partnership were
a real estate investment trust within the meaning of the Code
or (ii) any such holder of Series C Preferred Units shall
deliver to the Partnership and the General Partner Entity an
opinion of independent counsel reasonably acceptable to the
General Partner Entity to the effect that, based on the assets
and income of the Partnership for a taxable year after 1999,
the Partnership would not satisfy the income and assets tests
of Section 856 of the Code for such taxable year if the
Partnership were a real estate investment trust within the
meaning of the Code and that such failure would create a
meaningful risk that a holder of the Series C Preferred Units
would fail to maintain qualification as a real estate
investment trust. In addition, if the holder of the Series C
Preferred Units is an entity other than a real estate
investment trust within the meaning of Sections 856 through
859 of the Code, the Series C Preferred Units may be exchanged
in whole but not in part by such holder for Series C Preferred
Shares (but only if the exchange in whole may be accomplished
consistently with the ownership limitations set forth under
Article Nineteen of the Declaration of Trust of the General
Partner Entity) if at any time, both (I) the holder thereof
concludes based on results or projected results that there
exists (in the reasonable judgment of the holder) an imminent
and substantial risk that the holder's interest in the
Partnership does or will represent more than 19.5% of the
total profits or capital interests in the Partnership
(determined in accordance with Treasury Regulations Section
1.731-2(e)(4)) for a taxable year, and (II) the holder
delivers to the General Partner an opinion of nationally
recognized independent counsel to the effect that there is an
imminent and substantial risk that the holder's interest in
the Partnership does or will represent more than 19.5% of the
total profits or capital interests in the Partnership
(determined in accordance with Treasury Regulations Section
1.731-2(e)(4)) for a taxable year.
(ii) Notwithstanding anything to the contrary set forth
in Section 17.9.A(i), if a Series C Exchange Notice (as
hereinafter defined) has been delivered to the General
Partner, then the General Partner may, at its option, elect to
redeem or cause the Partnership to redeem all or a portion of
the Series C Preferred Units which are subject to such Series
C Exchange Notice for cash in an amount equal to the original
Capital Contribution per Series C Preferred Unit and all
accrued and unpaid distributions thereon to the date of
redemption. The General Partner may exercise its option to
redeem the Series C Preferred Units for cash pursuant to this
Section 17.9.A(ii) by giving each holder which tendered its
Series C Preferred Units pursuant to such Series C Exchange
Notice, notice of its election to redeem for cash, within five
(5) Business Days after receipt of the Series C Exchange
Notice, by (m) fax, and (n) registered mail, postage paid, at
the address of each such holder as it may appear on the
records of the Partnership stating (A) the redemption date,
which shall be no later than sixty (60) days following the
receipt of the Series C Exchange Notice, (B) the Series C
Redemption Price, (C) the place or places where the Series C
Preferred Units are to be surrendered for payment of the
Series C Redemption Price, (D) that distributions on the
Series C Preferred Units will cease to accrue on such
redemption date; (E) that payment of the Series C Redemption
Price will be made upon presentation and surrender of the
Series C Preferred Units and (F) the aggregate number of
Series C Preferred Units to be redeemed, and if fewer than all
of the outstanding Series C Preferred Units are to be
redeemed, the number of Series C Preferred Units to be
redeemed held by such holder, which number shall equal such
53
holder's pro-rata share (based on the percentage of the
aggregate number of outstanding Series C Preferred Units the
total number of Series C Preferred Units held by such holder
represents) of the aggregate number of Series C Preferred
Units being redeemed.
(iii) In the event an exchange of all or a portion of
Series C Preferred Units pursuant to SECTION 17.9.A(I) would
violate the provisions on ownership limitation of the C
Preferred Shares set forth in Article Nineteen of the
Declaration of Trust with respect to the Series C Preferred
Shares, the General Partner shall give written notice thereof
to each holder of record of Series C Preferred Units, within
fifteen (15) Business Days following receipt of the Series C
Exchange Notice, by (m) fax, and (n) registered mail, postage
prepaid, at the address of each such holder set forth in the
records of the Partnership. In such event, each holder of
Series C Preferred Units shall be entitled to exchange,
pursuant to the provision of Section 17.9.B, a number of
Series C Preferred Units which would comply with the
provisions on the ownership limitation of the C Preferred
Shares set forth in such Article Nineteen and any Series C
Preferred Units not so exchanged (the "EXCESS SERIES C UNITS")
shall be redeemed by the Partnership for cash in an amount
equal to the original Capital Contribution per Excess Unit,
plus any accrued and unpaid distributions thereon, whether or
not declared, to the date of redemption. The written notice of
the C Preferred Shares shall state (A) the number of Excess
Series C Units held by such holder, (B) the Series C
Redemption Price of the Excess Series C Units, (C) the date on
which such Excess Series C Units shall be redeemed, which date
shall be no later than sixty (60) days following the receipt
of the Series C Exchange Notice, (D) the place or places where
such Excess Series C Units are to be surrendered for payment
of the Series C Redemption Price, (E) that distributions on
the Excess Series C Units will cease to accrue on such
redemption date, and (F) that payment of the Series C
Redemption Price will be made upon presentation and surrender
of such Excess Series C Units. In the event an exchange may,
in the reasonable judgment of the General Partner, result in
Excess Series C Units, as a condition to such exchange, each
holder of such units agrees to provide representations and
covenants reasonably requested by the General Partner relating
to (1) the widely held nature of the interests in such holder,
sufficient to assure the General Partner that the holder's
ownership of the Series C Preferred Shares (without regard to
the limits described above) will not cause any individual to
own in excess of 9.8% in value of all shares of beneficial
interest of the General Partner Entity; and (2) to the extent
such holder can so represent and covenant without obtaining
information from its owners, the holder's ownership of tenants
of the Partnership and its affiliates. Each holder shall
provide the General Partner with any reasonably requested
information which the General Partner shall require in order
to determine whether an exchange of all or any portion of the
Series C Preferred Units pursuant to Section 17.9.A(i) hereof
would violate the limitations on ownership set forth in the
Declaration of Trust; provided that General Partner only shall
be entitled to such information from such holder to the extent
that such holder has such information reasonably available. To
the extent that the General Partner requests any such
information during the fifteen (15) Business Day period
referenced in the first sentence of this Section 17.9.A(iii)
and the holder shall fail to provide such information during
such fifteen (15) Business Day period, such period shall be
extended to the date that is three (3) Business Days following
the delivery by the holder of such information to the General
Partner.
(iv) The redemption of Series C Preferred Units
described in Section 17.9.A(ii) and (iii) shall be subject to
the provisions of Section 17.6.B(i) and Section 17.6.C(ii);
PROVIDED, HOWEVER, that the term "Series C Redemption Price"
in such Sections shall be read to mean the original Capital
Contribution per Series C Preferred Unit being redeemed plus
all accrued and unpaid distributions to the redemption date.
54
B. PROCEDURE FOR EXCHANGE.
(i) Any exchange shall be exercised pursuant to a notice
of exchange (the "SERIES C EXCHANGE NOTICE") delivered
to the General Partner by the holder who is exercising such
exchange right, by (a) fax and (b) by certified mail postage
prepaid. The exchange of Series C Preferred Units, or a
specified portion thereof, may be effected after the fifth
(5th) Business Day following the expiration of the fifteen
(15) day period further described in the first sentence of
Section 17.9.A(iii), by delivering certificates, if any,
representing such Series C Preferred Units to be exchanged
together with written notice of exchange and an assignment of
such Series C Preferred Units and such opinions of counsel and
further assurances further described in Section 17.6.C(i)
hereof to the office of the General Partner maintained for
such purpose. Currently, such office is Three Greenway Plaza,
Suite 1300, Houston, Texas 77046. Each exchange will be deemed
to have been effected immediately prior to the close of
business on the date on which such Series C Preferred Units to
be exchanged (together with all required documentation) shall
have been surrendered and notice shall have been received by
the General Partner as aforesaid and the Series C Exchange
Price shall have been paid. Any Series C Preferred Shares
issued pursuant to this Section 17.9 shall be delivered as
shares which are duly authorized, validly issued, fully paid
and nonassessable, free of pledge, lien, encumbrance or
restriction other than those provided in the Declaration of
Trust, the Bylaws of the General Partner Entity, the
Securities Act and relevant state securities or blue sky laws.
(ii) In the event of an exchange of Series C
Preferred Units for Series C Preferred Shares, an amount equal
to the accrued and unpaid distributions, whether or not
declared, to the date of exchange on any Series C Preferred
Units tendered for exchange shall (a) accrue on the shares of
the Series C Preferred Shares into which such Series C
Preferred Units are exchanged, and (b) continue to accrue on
such Series C Preferred Units, which shall remain outstanding
following such exchange, with the General Partner as the
holder of such Series C Preferred Units. Notwithstanding
anything to the contrary set forth herein, in no event shall a
holder of a Series C Preferred Unit that was validly exchanged
into Series C Preferred Shares pursuant to this section (other
than the General Partner now holding such Series C Preferred
Unit), receive any cash distribution from the Partnership, if
such holder, after exchange, is entitled to receive a cash
distribution with respect to the Series C Preferred Shares for
which such Series C Preferred Unit was exchanged or redeemed.
(iii) Fractional shares of Series C Preferred Shares
are not to be issued upon exchange but, in lieu thereof, the
General Partner will pay a cash adjustment based upon the fair
market value of the Series C Preferred Shares on the day prior
to the exchange date as determined in good faith by the Board
of Directors of the General Partner.
C. ADJUSTMENT OF SERIES C EXCHANGE PRICE.
(i) The Series C Exchange Price is subject to
adjustment upon certain events, including (a) subdivisions,
combinations and reclassification of the Series C Preferred
Shares, and (b) distributions to all holders of Series C
Preferred Shares of evidence of indebtedness of the General
Partner Entity or assets (including securities, but excluding
dividends and distributions paid in cash out of equity
applicable to Series C Preferred Shares).
55
(ii) In case the General Partner Entity shall be a
party to any transaction (including, without limitation, a
merger, consolidation, statutory share exchange, tender offer
for all or substantially all of the General Partner Entity's
capital shares or sale of all or substantially all of the
General Partner Entity's assets), in each case as a result of
which the Series C Preferred Shares will be converted into the
right to receive shares of capital shares, other securities or
other property (including cash or any combination thereof),
each Series C Preferred Unit will thereafter be exchangeable
into the kind and amount of shares of capital shares and other
securities and property receivable (including cash or any
combination thereof) upon the consummation of such transaction
by a holder of that number of shares of Series C Preferred
Shares or fraction thereof into which one Series C Preferred
Unit was exchangeable immediately prior to such transaction.
The General Partner Entity may not become a party to any such
transaction unless the terms thereof are consistent with the
foregoing. In addition, so long as either Series C Preferred
Partner, or any of their permitted successors or assigns, hold
any Series C Preferred Units, the General Partner Entity shall
not, without the affirmative vote of the holders of at least
two-thirds of the Series C Preferred Units outstanding at the
time: (a) designate or create, or increase the authorized or
issued amount of, any class or series of shares ranking prior
to the Series C Preferred Shares with respect to the payment
of distributions or rights upon liquidation, dissolution or
winding-up or reclassify any authorized shares of the General
Partner Entity into any such shares, or create, authorize or
issue any obligations or security convertible into or
evidencing the right to purchase any such shares; (b)
designate or create, or increase the authorized or issued
amount of, any Parity Preferred Shares or reclassify any
authorized shares of the General Partner Entity into any such
shares, or create, authorize or issue any obligations or
security convertible into or evidencing the right to purchase
any such shares, but only to the extent that such Parity
Preferred Shares are issued to an Affiliate of the General
Partner Entity; (c) amend, alter or repeal the provisions of
the Declaration of Trust (including the Series C Designation)
or bylaws of the General Partner Entity, whether by merger,
consolidation or otherwise, that would materially and
adversely affect the powers, special rights, preferences,
privileges or voting power of the Series C Preferred Shares or
the holders of the Series C Preferred Shares or the Series C
Preferred Units; PROVIDED, HOWEVER, that any increase in the
amount of authorized preferred shares of beneficial interest
of the General Partner Entity ("PREFERRED SHARES") or the
creation or issuance of any other series or class of Preferred
Shares, or any increase in the amount of authorized shares of
each class or series, in each case ranking either (1) junior
to the Series C Preferred Shares with respect to the payment
of distributions and the distribution of assets upon
liquidation, dissolution or winding-up, or (2) on a parity
with the Series C Preferred Shares with respect to the
payment of distributions or the distribution of assets upon
liquidation, dissolution or winding-up to the extent such
Preferred Shares are not issued to an Affiliate of the General
Partner Entity, shall not be deemed to materially and
adversely affect such rights, preferences, privileges or
voting powers.
SECTION 17.10 NO CONVERSION RIGHTS
The holders of the Series C Preferred Units shall not have any
rights to convert such shares into shares of any other class or series
of shares or into any other securities of, or interest in, the
Partnership.
SECTION 17.11 NO SINKING FUND
No sinking fund shall be established for the retirement or
redemption of Series C Preferred Units."
56
11. EXHIBIT B, PARAGRAPH 3.
The words "and XVII" are inserted after the word "XVI" in Paragraph 3
of Exhibit B of the Agreement.
12. EXHIBIT A. The Agreement is hereby amended by adding to
Exhibit A of said Agreement the addendum to Exhibit A presently
attached hereto and made a part hereof, so that all references to
"Exhibit A" in the Agreement shall be deemed to be references to
Exhibit A which shall include the addendum to Exhibit A attached
hereto.
13. FULL FORCE AND EFFECT. Except as amended by the
provisions hereof, the Agreement, as previously amended, shall remain
in full force and effect in accordance with its terms and is hereby
ratified, confirmed and reaffirmed by the undersigned for all purposes
and in all respects.
14. SUCCESSORS/ASSIGNS. This Amendment shall be binding upon
and shall inure to the benefit of the parties hereto, their respective
legal representatives, successors and assigns.
15. COUNTERPARTS. This Amendment may be executed in
counterparts, all of which together shall constitute one agreement
binding on all the parties hereto, notwithstanding that all such
parties are not signatories to the original or the same counterpart.
(SPACE LEFT INTENTIONALLY BLANK)
57
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.
GENERAL PARTNER:
CPT-GP, INC.
By:_____________________________________________
Name:
Title:
CAMDEN PROPERTY TRUST, for purposes of Sections
8.5.C, 17.5.A and 17.9
By:_____________________________________________
Name:
Title:
***SIGNATURES CONTINUED ON NEXT PAGE***
58
ADDITIONAL LIMITED PARTNERS:
EDGEWATER EQUITY, INC.
By:_____________________________________________
Name:___________________________________________
Title:__________________________________________
EDGEWATER EQUITY PARTNERS, L.P.
By: WSW Capital, Inc., its general partner
By:_______________________________________
Name:_____________________________________
Title:____________________________________
59
EXHIBIT A
Series C
Preferred
NAME AND ADDRESS OF PARTNERS: UNITS
- ----------------------------- ------------
LIMITED PARTNERS:
Edgewater Equity, Inc. 200,000
c/o DLJ Asset Management Group
277 Park Avenue
New York, New York 10172
Attention: Peter Gaudet
Edgewater Equity Partners, L.P. 320,000
c/o DLJ Asset Management Group
277 Park Avenue
New York, New York 10172
Attention: Peter Gaudet
TOTAL 520,000
============