37
Exhibit 99.2
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF CAMDEN OPERATING, L.P.
THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF CAMDEN OPERATING, L.P. (this "AMENDMENT") is entered into as of
the 23rd day of February, 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"), Belcrest Realty Corporation, a Delaware
corporation ("BELCREST") and Belair Real Estate Corporation, a Delaware
corporation ("BELAIR"; each of Belcrest and Belair a "SERIES B PREFERRED
PARTNER" and collectively, the "SERIES B PREFERRED PARTNERS").
W I T N E S S E T H:
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 (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) Belair has contributed $57,000,000 to the
Partnership in exchange for the issuance to Belair of 2,280,000 Series B
Preferred Units (as defined in the Agreement, as amended hereby) and (b)
Belcrest has contributed $43,000,000 to the Partnership in exchange for the
issuance to Belcrest of 1,720,000 Series B Preferred Units. The Series B
Preferred Units issued to the Series B Preferred Partners have been duly issued
and fully paid. The Series B Preferred Partners are hereby admitted to the
Partnership, effective as of February 23, 1999, as Additional Limited Partners
(the information set forth on EXHIBIT A attached hereto relating to the interest
of the Series B Preferred Partners in the Partnership is hereby included in
Exhibit A to the Agreement), and by execution of this Amendment the Series B
Preferred Partners have agreed to be bound by all of the terms and conditions of
the Agreement, as amended hereby.
2. DEFINITIONS.
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A. The words "Series B Preferred Units" are inserted after the word "Units"
in the beginning of the third line 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:
"DECLARATION OF TRUST" shall have the meaning set forth therefor in Section
16.3.C hereof.
"EXCESS UNITS" shall have the meaning set forth therefor in Section 16.9.A
hereof.
"INDEBTEDNESS" means, with respect to any person or entity: (i) all
indebtedness, obligations or other liabilities of such person or entity or for
borrowed money (including indebtedness, obligations and liabilities owing to any
affiliate of such person or entity); (ii) all indebtedness, obligations or other
liabilities of such person or entity evidenced by securities or other similar
instruments, including, without limitation, any obligation, contingent or
otherwise, to purchase or repurchase securities or similar instruments at some
future time; (iii) all reimbursement obligations and other liabilities of such
person or entity with respect to letters of credit, banker's acceptances,
financial guaranties and other similar financing arrangements issued for such
person's or entity's account; (iv) all obligations of such person or entity to
pay the deferred purchase price of property or services; (v) all indebtedness,
obligations or other liabilities of such person or entity or others secured by a
lien on any asset of such person or entity, whether or not such indebtedness,
obligations or liabilities are assumed by, or are a personal liability of, such
person or entity; (vi) all indebtedness, obligations or other liabilities of
such person or entity (including contingent liabilities for the costs of
premature termination calculated as though such termination occurred on the date
of determination) in respect of interest rate hedging agreements and foreign
currency exchange agreements of which such person or entity is a party; (vii)
all indebtedness, obligations and other liabilities of any unconsolidated
subsidiary in which such person or entity is a general partner or for which such
person or entity is primarily or secondarily liable, all without regard to any
contribution, reimbursement or indemnity rights of such person or entity; (viii)
the applicable percentage of nonrecourse indebtedness owed by any unconsolidated
subsidiary of such person or entity; and (ix) all indebtedness obligations or
other liabilities of such person or entity in connection with the sale and
leaseback of any property of such person or entity.
"JUNIOR UNITS" shall have the meaning set forth therefor in Section 16.3.C
hereof.
"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 B Preferred
Contribution Agreement) multiplied by four and (2) eleven, less (B) all
Indebtedness of the Partnership.
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"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 16.1 hereof.
"PTP" shall have the meaning set forth therefor in Section 16.1 hereof.
"SERIES B EXCHANGE NOTICE" shall have the meaning set forth therefor in
Section 16.9.B hereof.
"SERIES B EXCHANGE PRICE" shall have the meaning set forth therefor in
Section 16.9.A hereof.
"SERIES B PREFERRED CONTRIBUTION AGREEMENT" means that certain Contribution
Agreement, dated as of February 23, 1999, by and among, Belcrest Realty
Corporation, Belair Real Estate Corporation, CPT and Partnership.
"SERIES B PREFERRED PARTNERS" means Belcrest Realty Corporation and Belair
Real Estate Corporation, and their respective successors and assigns.
"SERIES B PREFERRED SHARES" shall have the meaning set forth therefor in
Section 16.9.A hereof.
"SERIES B PREFERRED UNIT DISTRIBUTION PAYMENT DATE" shall have the meaning
set forth therefor in Section 16.3.A hereof.
"SERIES B PREFERRED UNIT PARTNERSHIP RECORD DATE" shall have the meaning
set forth therefor in Section 16.3.A hereof.
"SERIES B PREFERRED UNITS" shall have the meaning set forth therefor in
Section 16.2 hereof.
"SERIES B PRIORITY RETURN" shall have the meaning set forth therefor in
Section 16.1 hereof.
"SERIES B REDEMPTION PRICE" shall have the meaning set forth therefor in
SECTION 16.6 hereof.
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3. SECTION 4.2.D. Section 4.2.D of the Agreement is amended by inserting
the word "three" in lieu of the word "two" in the second line thereof, and by
inserting the words "and Series B Preferred Units" after the words "`Class B
Units'" at the end of the first sentence thereof.
4. 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 XVI of the
Agreement.
5. SECTION 8.6. The provisions of Section 8.6 of the Agreement shall not be
applicable to the Series B Preferred Units.
6. TRANSFERS. Section 11.1.A of the Agreement is amended by inserting the
words "or an exchange pursuant to Section 16.9 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 Section 16.9 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 B 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 (ix) after
clause (viii) thereof: "and (ix) notwithstanding any clause of this Section
11.3.C to the contrary, in the case of any Series B Preferred Partner, to an
Affiliate of such Series B 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 (ix) and Section 11.6.C (as it relates to the Series B
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)." 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 B Preferred Units as a Limited Partner, in respect of an
exchange of Series B 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 Section 16.9 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 B Preferred Partner may make a Transfer to an
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Affiliate of such Series B 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 B
Preferred Unit Partnership Date, as the case may be" after the words
"Partnership Record Date".
7. SECTION 12.2.B. The last sentence of Section 12.2.B shall not be deemed
applicable to distributions in respect of the Series B Preferred Shares.
8. SECTION 13.2. Section 13.2 of the Agreement is amended as follows:
(a) The word "adjustments" is inserted in Section 13.2.A(3) between the
words "distributions," and "allocations."
(b) The following sentence is added at the end of Section 13.2.A: "Prior to
the foregoing distributions, the General Partner shall have made adjustments to
Capital Accounts of the Partners to reflect the fair market value of the
Partnership assets as of the date of the Partnership's liquidation in a manner
consistent with Regulations Section 1.704-1(b)(2)(iv)(f)."
9. ARTICLE XVI. The following new Article XVI is inserted in the Agreement
after Article XV thereof:
"ARTICLE XVI
SERIES B CUMULATIVE
REDEEMABLE PERPETUAL PREFERRED UNITS
SECTION 16.1 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 B Preferred Units with respect to distributions and rights upon voluntary
or involuntary liquidation, winding-up or dissolution of the Partnership. The
term "SERIES B PRIORITY RETURN" shall mean, an amount equal to 8.50% 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 B Preferred Unit, commencing
on the date of issuance of such Series B Preferred Unit. The term "PTP" shall
mean a "publicly traded partnership" within the meaning of Section 7704 of the
Code.
SECTION 16.2 DESIGNATION AND NUMBER
A series of Partnership Units in the Partnership designated as the "8.5%
Series B Cumulative Redeemable Perpetual Preferred Units" (the "SERIES B
PREFERRED UNITS") is hereby established. The number of Series B Preferred Units
shall be 4,000,000.
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SECTION 16.3 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 B 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 8.5% of the original Capital Contribution per Series B
Preferred Unit. With respect to the Holders of the Series B Preferred Units, the
original Capital Contribution per Series B 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 March 31, 1999 and, (ii) in the event of (a) an
exchange of Series B Preferred Units into Series B Preferred Shares, or (b) a
redemption of Series B Preferred Units, on the exchange date or redemption date,
as applicable (each a "SERIES B 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 B 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 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 B Preferred Units will be made to the holders of
record of the Series B 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 B
Preferred Unit Distribution Payment Date (the "SERIES B PREFERRED UNIT
PARTNERSHIP RECORD DATE").
B. DISTRIBUTIONS CUMULATIVE. Distributions on the Series B 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 B Preferred Units
will accumulate as of the Series B Preferred Unit Distribution Payment Date on
which they first become payable. Distributions on account of arrears for any
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past distribution periods may be declared and paid at any time, without
reference to a regular Series B Preferred Unit Distribution Payment Date to
holders of record of the Series B 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 B 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 B Preferred Units (collectively,
"JUNIOR UNITS"), 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 B Preferred Units, any Parity Preferred Units or any Junior Units,
unless, in each case, all distributions accumulated on all Series B 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 Junior Units 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 Junior Units or Parity Preferred Units into Junior
Units 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 B Preferred Shares, Parity Preferred Shares or
Junior Shares (as those terms are defined in that certain Statement of
Designation of Series B Cumulative Redeemable Perpetual Preferred Shares of
Beneficial Interest of the General Partner Entity (the "SERIES B DESIGNATION")
establishing the Series B 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 B Preferred Units, all distributions authorized and
declared on the Series B 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 B 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 B Preferred
Unit and such other classes or series of Parity Preferred Units (which shall not
include any accumulation in 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.
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D. NO FURTHER RIGHTS. Holders of Series B 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 16.4 ALLOCATIONS
Sections 6.1.A and 6.1.B of the Agreement are hereby deleted and replaced
by the following:
A. 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) until each such Partnership Interest has been allocated, Net
Income equal to the EXCESS OF (x) the cumulative amount of preferred
distributions such holders are entitled to receive (Series B Priority
Return, in the case of Series B Preferred Units) 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 holders, pursuant to
this Section 6.1.A(iv) for all prior taxable years, (and, within such
class, pro rata in proportion to the respective number of such Units
each Holder holds as of the last day of the period for which such
allocation is being made), 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 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).
B. 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:
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(i) first, with respect to classes 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)
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), 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 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. For purposes of the preceding sentence, Partnership
property shall be considered "ceiling limited" in respect of a holder of Series
B 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 16.5 LIQUIDATION PROCEEDS
A. DISTRIBUTIONS UPON CERTAIN EVENTS. Upon voluntary or involuntary
liquidation, dissolution or winding-up of the Partnership, distributions on the
Series B 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
B Preferred Units such number of Series B Preferred Shares as such holder would
have received had they exercised their Exchange Rights in accordance with
Section 16.9 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 B Preferred Partners pursuant to Section
13.2 hereof.
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
46
(60) days prior to the payment date stated therein, to each record holder of the
Series B 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 B Preferred Shares in accordance with
Section 16.5.A hereof or both), the holders of Series B 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 16.6 OPTIONAL REDEMPTION
A. RIGHT OF OPTIONAL REDEMPTION. The Series B 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 B 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 A Preferred
Units (the "SERIES B REDEMPTION PRICE") or, if greater, the original Capital
Contribution of such holder plus the current Series B 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 16.6 will be
permitted if the Series B Redemption Price does not equal or exceed the original
Capital Contribution of such holder plus the cumulative Series B Priority
Return, whether or not declared, to the redemption date to the extent not
47
previously distributed. If fewer than all of the outstanding Series B Preferred
Units are to be redeemed, the Series B 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 B Preferred Units unless all accumulated and unpaid
distributions have been paid on all Series B 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 B 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 B 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 Series B
Redemption Price, (o) the aggregate number of Series B Preferred Units to be
redeemed and if fewer than all of the outstanding Series B Preferred Units are
to be redeemed, the number of Series B 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 B Preferred Units the
total number of Series B Preferred Units held by such holder represents) of the
aggregate number of Series B Preferred Units to be redeemed, (p) the place or
places where such Series B Preferred Units are to be surrendered for payment of
the Series B Redemption Price, (q) that distributions on the Series B Preferred
Units to be redeemed will cease to accumulate on such redemption date and (r)
that payment of the Series B Redemption Price will be made upon presentation and
surrender of such Series B Preferred Units and execution and delivery by the
holder of Series B Preferred Units of an assignment of Partnership Interest
pursuant to which such holder shall assign the Series B Preferred Units to the
Partnership, shall represent and warrant that such Series B Preferred Units are
unencumbered and not subject to any lien and that such holder has good title to
such Series B Preferred Units and that such holder has requisite authority to
assign the Series B 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 B
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).
48
(ii) If the Partnership gives a notice of redemption in resprct of Series B
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 B Preferred Units being redeemed funds
sufficient to pay the applicable Series B Redemption Price and will give
irrevocable instructions and authority to pay such Series B Redemption Price to
the holders of the Series B Preferred Units upon surrender of the Series B
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 16.6.C(i) hereof, and the execution and
delivery by such holders of an assignment as further described in Section
16.6.C(i) hereof. If the Series B Preferred Units are evidenced by a certificate
and if fewer than all Series B Preferred Units evidenced by any certificate are
being redeemed, a new certificate shall be issued upon surrender of the
certificate evidencing all Series B Preferred Units, evidencing the unredeemed
Series B Preferred Units without cost to the holder thereof. On and after the
date of redemption, distributions will cease to accumulate on the Series B
Preferred Units or portions thereof called for redemption, unless the
Partnership defaults in the payment thereof. If any date fixed for redemption of
Series B Preferred Units is not a Business Day, then payment of the Series B
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 B Redemption Price is improperly withheld
or refused and not paid by the Partnership, distributions on such Series B
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
B Redemption Price.
D. The provisions of Section 8.6 of this Agreement do not apply to
redemptions undertaken pursuant to this Article XVI.
SECTION 16.7 VOTING RIGHTS
A. GENERAL. Holders of the Series B 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 16.7. In the event of any inconsistency between any other
provision of this Agreement and the provisions of this Section 16.7, the
provisions of this Section 16.7 shall control.
B. CERTAIN VOTING RIGHTS. So long as any Series B Preferred Units remain
outstanding, the Partnership shall not, without the affirmative vote of the
holders of at least two-thirds of the Series B 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 B
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
49
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 16.5 hereof (which
distributions must be in the form of Series B 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 B
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 B 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 B Preferred Units
other interests in such entity having substantially the same terms and rights as
the Series B 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 B
Preferred Units (and shall not require the vote or consent of any of the holders
of the Series B 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 B 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 B 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
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 B Preferred Units).
SECTION 16.8 TRANSFER RESTRICTIONS
The Series B Preferred Units shall be subject to the provisions of Article
XI of the Agreement, as amended by this Amendment.
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SECTION 16.9 EXCHANGE RIGHTS
A. RIGHT TO EXCHANGE. (i) Series B 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 8.5% Series B Cumulative Redeemable Preferred Shares of
Beneficial Interest of the General Partner Entity (the "SERIES B PREFERRED
SHARES") at an exchange rate of one share of Series B Preferred Shares for one
Series B Preferred Unit, subject to adjustment as described below (the "SERIES B
EXCHANGE PRICE"), provided that the Series B Preferred Units will become
exchangeable at any time, in whole or in part, at the option of the holders of
Series B Preferred Units for Series B Preferred Shares if (x) at any time full
distributions shall not have been timely made on any Series B Preferred Unit
with respect to six (6) prior quarterly distribution periods, whether or not
consecutive, provided, however, that a distribution in respect of Series B
Preferred Units shall be considered timely made if made within two (2) Business
Days after the applicable Series B 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 B 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 B 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
Net Asset Value of the Partnership in any fiscal quarter of the Partnership is
less than $200,000,000. In addition, the Series B Preferred Units may be
exchanged for Series B 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 B 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 B
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 B Preferred Units at such earlier time
would not cause the Series B 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 B 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 B 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 B 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 (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
51
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 B 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 B Preferred Units
would fail to maintain qualification as a real estate investment trust.
(ii) Notwithstanding anything to the contrary set forth in Section
16.9.A(i), if a Series B 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 B Preferred Units which are subject to such Series B Exchange Notice for
cash in an amount equal to the original Capital Contribution per Series B
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 B
Preferred Units for cash pursuant to this Section 16.9.A(ii) by giving each
holder which tendered its Series B Preferred Units pursuant to such Series B
Exchange Notice, notice of its election to redeem for cash, within five (5)
Business Days after receipt of the Series B 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 B
Exchange Notice, (B) the Series B Redemption Price, (C) the place or places
where the Series B Preferred Units are to be surrendered for payment of the
Series B Redemption Price, (D) that distributions on the Series B Preferred
Units will cease to accrue on such redemption date; (E) that payment of the
Series B Redemption Price will be made upon presentation and surrender of the
Series B Preferred Units and (F) the aggregate number of Series B Preferred
Units to be redeemed, and if fewer than all of the outstanding Series B
Preferred Units are to be redeemed, the number of Series B 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 B
Preferred Units the total number of Series B Preferred Units held by such holder
represents) of the aggregate number of Series B Preferred Units being redeemed.
(iii) In the event an exchange of all or a portion of Series B Preferred
Units pursuant to SECTION 16.9.A(I) would violate the provisions on ownership
limitation of the B Preferred Shares set forth in Article Nineteen of the
Declaration of Trust with respect to the Series B Preferred Shares, the General
Partner shall give written notice thereof to each holder of record of Series B
Preferred Units, within fifteen (15) Business Days following receipt of the
Series B 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 B Preferred Units shall be entitled to
exchange, pursuant to the provision of Section 16.9.B, a number of Series B
Preferred Units which would comply with the provisions on the ownership
limitation of the B Preferred Shares set forth in such Article Nineteen and any
Series B Preferred Units not so exchanged (the "EXCESS UNITS") shall be redeemed
by the Partnership for cash in an amount equal to the original Capital
52
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 B
Preferred Shares shall state (A) the number of Excess Units held by such holder,
(B) the Series B Redemption Price of the Excess Units, (C) the date on which
such Excess Units shall be redeemed, which date shall be no later than sixty
(60) days following the receipt of the Series B Exchange Notice, (D) the place
or places where such Excess Units are to be surrendered for payment of the
Series B Redemption Price, (E) that distributions on the Excess Units will cease
to accrue on such redemption date, and (F) that payment of the Series B
Redemption Price will be made upon presentation and surrender of such Excess
Units. In the event an exchange may, in the reasonable judgment of the General
Partner, result in Excess 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 B 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 B Preferred Units pursuant to Section 16.9.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
16.9.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 B Preferred Units described in Section
16.9.A(ii) and (iii) shall be subject to the provisions of Section 16.6.B (i)
and Section 16.6.C(ii); PROVIDED, HOWEVER, that the term "Series B Redemption
Price" in such Sections shall be read to mean the original Capital Contribution
per Series B Preferred Unit being redeemed plus all accrued and unpaid
distributions to the redemption date.
53
B. PROCEDURE FOR EXCHANGE. (i) Any exchange shall be exercised pursuant to
a notice of exchange (the "SERIES B 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 B 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 16.9.A(iii), by delivering certificates, if any,
representing such Series B Preferred Units to be exchanged together with written
notice of exchange and an assignment of such Series B Preferred Units and such
opinions of counsel and further assurances further described in Section
16.6.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 B 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 B Exchange Price shall have been paid. Any Series B
Preferred Shares issued pursuant to this Section 16.9 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 B Preferred Units for Series B
Preferred Shares, an amount equal to the accrued and unpaid distributions,
whether or not declared, to the date of exchange on any Series B Preferred Units
tendered for exchange shall (a) accrue on the shares of the Series B Preferred
Shares into which such Series B Preferred Units are exchanged, and (b) continue
to accrue on such Series B Preferred Units, which shall remain outstanding
following such exchange, with the General Partner as the holder of such Series B
Preferred Units. Notwithstanding anything to the contrary set forth herein, in
no event shall a holder of a Series B Preferred Unit that was validly exchanged
into Series B Preferred Shares pursuant to this section (other than the General
Partner now holding such Series B 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 B Preferred Shares for which such
Series B Preferred Unit was exchanged or redeemed.
54
(iii) Fractional shares of Series B 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 B 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 B EXCHANGE PRICE. (i) The Series B Exchange Price
is subject to adjustment upon certain events, including (a) subdivisions,
combinations and reclassification of the Series B Preferred Shares, and (b)
distributions to all holders of Series B 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 B Preferred Shares).
(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 B
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 B 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 B Preferred
Shares or fraction thereof into which one Series B 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 B Preferred
Partner, or any of their permitted successors or assigns, hold any Series B
Preferred Units, the General Partner Entity shall not, without the affirmative
vote of the holders of at least two-thirds of the Series B 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 B
Preferred Shares with respect to the payment of distributions or rights upon
55
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 B 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 B Preferred Shares
or the holders of the Series B Preferred Shares or the Series B 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 B 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 B 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 16.10 NO CONVERSION RIGHTS
The holders of the Series B 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 16.11 NO SINKING FUND
No sinking fund shall be established for the retirement or redemption of
Series B Preferred Units."
10. Exhibit B, Paragraph 3. The words "and XVI" are inserted after the word
"XIII" in Paragraph 3 of Exhibit B of the Agreement.
11. 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.
56
12. 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.
13. This Amendment shall be binding upon and shall inure to the benefit of
the parties hereto, their respective legal representatives, successors and
assigns.
14. 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.
57
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above.
GENERAL PARTNER:
CPT-GP, INC.
By: /S/ G. STEVEN DAWSON
------------------------------------------------
Name: G. Steven Dawson
Title: Senior Vice President and
Chief Financial Officer
ADDITIONAL LIMITED PARTNERS
BELCREST REALTY CORPORATION
By: /S/ THOMAS E. FAUST, JR.
------------------------------------------------
Name: Thomas E. Faust, Jr.
Title: Executive Vice President
BELAIR REAL ESTATE CORPORATION
By: /S/ THOMAS E. FAUST, JR.
------------------------------------------------
Name: Thomas E. Faust, Jr.
Title: Executive Vice President
CAMDEN PROPERTY TRUST, for purposes of Sections
8.5.C, 16.5.A and 16.9
By: /S/ RICHARD J. CAMPO
------------------------------------------------
Name: Richard J. Campo
Title: Chairman and Chief Executive Officer