66
EXHIBIT 10.17
FORM OF
FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF CAMDEN OPERATING, L.P.
THIS FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF CAMDEN OPERATING, L.P. (this "AMENDMENT") is entered into as of
January 7, 2000, 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.").
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 (i) First Amendment to Third
Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P.,
dated as of February 23, 1999, (ii) Second Amendment to Third Amended and
Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of
August 13, 1999, and (iii) Third Amendment to Third Amended and Restated
Agreement of Limited Partnership of Camden Operating, L.P., dated as of
September 7, 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;
WHEREAS, as of August 13, 1999 (a) Edgewater, Inc. contributed $5,000,000
to the Partnership in exchange for the issuance by the Partnership to Edgewater,
Inc. of 200,000 Series C Preferred Units, and (b) Edgewater, L.P. contributed
$8,000,000 to the Partnership in exchange for the issuance by the Partnership to
Edgewater, L.P. of 320,000 Series C Preferred Units. In connection therewith,
inter alia, Edgewater, Inc. and Edgewater, L.P. were each admitted to the
Partnership, effective, as of August 13, 1999, as an Additional Limited Partner;
and
WHEREAS, as of September 7, 1999, Edgewater, L.P. made an additional
contribution to the Partnership in the sum of $22,500,000 in exchange for the
issuance by the Partnership to Edgewater, L.P. of an additional 900,000 Series C
Preferred Units.
WHEREAS, as of the date hereof, Edgewater, L.P. has made an additional
contribution to the Partnership in the sum of $17,500,000 in exchange for the
issuance by the Partnership to Edgewater, L.P. of an additional 700,000 Series C
Preferred Units.
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:
67
1. UNITS. As of the date hereof, Edgewater, L.P. has contributed
$17,500,000 to the Partnership in exchange for the issuance to Edgewater, L.P.
of 700,000 Series C Preferred Units. As of the date hereof, Edgewater, L.P. is
the holder of a total of 1,920,000 Series C Preferred Units and by execution of
this Amendment, Edgewater, L.P. has agreed to be bound by all of the terms and
conditions of the Agreement, as amended hereby.
2. DEFINITIONS.
(a) Article I of the Agreement is hereby amended by the deletion of
the definition of "Series C Preferred Contribution Agreement" in its
entirety and its replacement with the following:
"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 the Partnership, (ii)
Contribution Agreement, dated as of August 13, 1999, by and among,
Edgewater Equity Partners, L.P., CPT and the Partnership, (iii)
Contribution Agreement, dated as of September 7, 1999, by and among,
Edgewater Equity Partners, L.P., CPT and the Partnership, and (iv)
Contribution Agreement, dated as of January 7, 2000, by and among,
Edgewater Equity Partners, L.P., CPT and the Partnership
(b) The term "SERIES C DESIGNATION" shall mean the Series C
Designation, as amended by that certain (i) First Amendment to Statement of
Designation of Series C Cumulative Redeemable Perpetual Preferred Shares of
Beneficial Interest of Camden Property Trust, dated as of September 7,
1999, by the General Partner Entity, and (ii) Second Amendment to Statement
of Designation of Series C Cumulative Redeemable Perpetual Preferred Shares
of Beneficial Interest of Camden Property Trust, dated as of January 7,
2000, by the General Partner Entity.
3. AMENDMENT TO ARTICLE XVII. The second sentence of Section 17.2 is
hereby deleted in its entirety and replaced with the following:
"The number of Series C Preferred Units shall be 2,120,000."
4. 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.
5. 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.
6. BINDING. This Amendment shall be binding upon and shall inure to the
benefit of the parties hereto, their respective legal representatives,
successors and assigns.
7. 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.
68
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:
GENERAL PARTNER ENTITY
CAMDEN PROPERTY TRUST
By:_____________________________________
Name:
Title:
(SIGNATURES CONTINUED ON NEXT PAGE)
69
LIMITED PARTNERS
EDGEWATER EQUITY, INC.
By:__________________________________________
Name:________________________________________
Title:_______________________________________
EDGEWATER EQUITY PARTNERS, L.P.
By: WSW Capital, Inc., its general partner
By:_____________________________________
Name:___________________________________
Title:__________________________________
70
ADDENDUM TO
EXHIBIT A
SERIES C
PREFERRED
NAME AND ADDRESS OF PARTNER: UNITS
LIMITED PARTNER:
Edgewater Equity Partners, L.P. 700,000
c/o DLJ Asset Management Group
277 Park Avenue
New York, New York 10172
Attention: Peter Gaudet
________________________________________________________
TOTAL 700,000
=======