Fourth Amendment to Decatur TownCenter II Associates
Joint Venture Agreement dated as of August 15, 1995 beween
Decatur TownCenter Associates LTD., and the Registrant.
FOURTH AMENDMENT TO DECATUR TOWNCENTER II ASSOCIATES
JOINT VENTURE AGREEMENT
This Fourth Amendment to Decatur TownCenter II Associates Joint Venture
Agreement (the "Fourth Amendment") is entered into as of December 31, 1994, by
and between Decatur TownCenter Associates, Ltd., a Georgia limited partnership
("Developer"), and New England Life Pension Properties IV; A Real Estate Limited
Partnership, a Massachusetts limited partnership ("NELP").
WHEREAS, Developer and NELP entered into that certain joint venture
agreement, dated as of December 31, 1987 (the "Joint Venture Agreement") forming
Decatur TownCenter II Associates;
WHEREAS, Developer and NELP entered into that certain First Amendment to
Decatur TownCenter II Associates Joint Venture Agreement, dated as of September
15, 1989 (the "First Amendment");
WHEREAS, Developer and NELP entered into that Second Amendment to Decatur
TownCenter II Associates Joint Venture Agreement, dated as of December 31, 1992
(the "Second Amendment");
WHEREAS, Developer and NELP entered into that Third Amendment to Decatur
TownCenter II Associates Joint Venture Agreement, dated as of December 31, 1993
(the "Third Amendment") (the Joint Venture Agreement, as amended by the First
Amendment, the Second Amendment and the Third Amendment, is hereinafter referred
to as the "Agreement"); and
WHEREAS, Developer and NELP wish to further amend the Agreement by entering
into this Fourth Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in consideration of the mutual
agreements set forth in this Fourth Amendment, and intending to be legally
bound, Developer and NELP hereby agree as follows:
1. The second sentence of the second paragraph of Section 5.1.1(a) of the
Agreement is hereby deleted in its entirety and a new sentence is hereby
substituted in its place, as follows:
To the extent that, through December 31, 1996, any such payments
cannot be made from such sources when due, the portion thereof
attributable to the first $3,774,000 of NELP's Invested Capital may
accrue, and NELP shall be entitled to a cumulative return on the
amount of such accruals at the rate of 10.5% per annum, compounded
monthly.
2. The fifth sentence of the second paragraph of Section 5.1.1(a) of the
Agreement is hereby deleted in its entirety and the following sentence is hereby
substituted in its place as follows:
Commencing on December 31, 1996, all Monthly Guaranteed Payments and
the 10.5% cumulative return on Accrued Monthly Guaranteed Payments
shall be payable on a current basis.
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3. Section 5.6(a) of the Agreement is hereby deleted in its entirety and
a new Section 5.6(a) is hereby substituted in its place, as follows:
a. The Venture shall distribute to NELP, on December 31, 1996, an
amount sufficient to reduce the amount of the Accrued Monthly
Guaranteed Payments (and any accrued and unpaid interest thereon)
to zero, subject to adjustment for any distributions of Accrued
Monthly Guaranteed Payments (and accrued and unpaid interest
thereon) prior to such date pursuant to clause FIRST of Section
5.2 and clause FIRST of Section 5.3.
4. The following is added as a new Section 9.8 of the Agreement:
Section 9.8 Sale of Project. Notwithstanding anything to the
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contrary set forth herein, including without limitation anything set
forth in this Article 9, NELP shall have the right, without the
Approval of the Developer, to sell all or any part of the Project at
such time or times and upon such terms as NELP may determine in its
sole discretion. In connection with any such sale or proposed sale,
NELP shall have the right (i) to cause all or any part of the Project
to be marketed to such prospective purchasers and upon such
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terms as NELP shall determine at its sole discretion; (ii) to employ
on behalf of the Venture such advisors, consultants, brokers,
attorneys, accountants and other professionals as NELP deems
appropriate and upon such terms as NELP shall determine in its sole
discretion; (iii) to execute and deliver on behalf of the Venture,
without the necessity of any signature of the Developer, any and all
documents which NELP may determine in its sole discretion to be
necessary or appropriate in connection with such a sale or proposed
sale, including without limitation purchase and sale agreements and
deeds, any of such documents so executed and delivered to constitute
binding obligations of the Venture; and (iv) to take such other
actions as it deems necessary or appropriate in connection with such
sale or proposed sale. Developer agrees, at the direction of NELP, to
execute and deliver such documents as may reasonably be required in
connection with any such sale or proposed sale.
5. Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Agreement.
6. Except as expressly modified hereby, all other terms and provisions of
the Agreement shall remain in full force and effect, are incorporated herein by
this reference and shall govern the conduct of the parties hereto; provided,
however, to the extent of
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any inconsistency between the provisions of the Agreement and the provisions of
this Fourth Amendment, the provisions of this Fourth Amendment shall control.
IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment
as of December 31, 1994.
NEW ENGLAND LIFE PENSION
PROPERTIES IV; A REAL ESTATE
LIMITED PARTNERSHIP, a
Massachusetts Limited
Partnership
By: FOURTH COPLEY CORP.,
a Massachusetts
corporation, its managing
general partner
By:_____________________________
DECATUR TOWNCENTER ASSOCIATES,
LTD., a Georgia limited
partnership
By:_____________________________
A.J. Land, Jr.,
General Partner
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