EXHIBIT 10.3
SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
CARRAMERICA REALTY, L.P.
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF CARRAMERICA REALTY, L.P. (this
"Second Amendment"), dated December 12, 1997, is entered into by CarrAmerica
Realty GP Holdings, Inc., a Delaware corporation, as general partner (the
"General Partner") of CarrAmerica Realty, L.P. (the "Partnership"), for itself
and on behalf of the limited partners of the Partnership, and PhoenixWest
Associates, Ltd. (formerly known as Cypress Lakes of Boca Rio Associates,
Limited Partnership), a Florida limited partnership, Versailles Associates
Limited Partnership, a Florida limited partnership, Lakeview 436 Associates
Ltd., a Florida limited partnership and Pines Realty Associates, Ltd., a Florida
limited partnership (each a "Contributor," and collectively, "Contributors").
WHEREAS, on the date hereof, each Contributor is receiving Class E
units of limited partnership interest ("Class E Units") in the Partnership in
exchange for the property known as the U.S. West Communication Group office
portfolio (the "Contributed Property") pursuant to a closing under that certain
Contribution Agreement dated as of September 30, 1997 by and among the
Partnership and the Contributors (the "Contribution Agreement");
WHEREAS, pursuant to the authority granted to the General Partner
pursuant to Section 14.1 of the Partnership Agreement, the General Partner
desires to amend the Partnership Agreement (i) to establish a new class of
Units, to be entitled Class E Units, and to set forth the designations, rights,
powers, preferences and duties of such Class E Units, (ii) to admit each of the
Contributors as an Additional Limited Partner of the Partnership, and (iii) to
amend and restate Exhibit A to reflect the admission of each of the Contributors
as an Additional Limited Partner and the holder of a specified number of Class E
Units; and
WHEREAS, each of the Contributors is agreeing to become, upon
execution hereof, a party to the Partnership Agreement and to be bound by all of
the terms, conditions and other provisions of the Partnership Agreement;
NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the General Partner hereby amends the Partnership Agreement as
follows:
1. Article I hereby is amended to add the following definition:
"Class E Unit" means a Partnership Unit with such
designations, preferences, rights, powers and duties as are
described in Section 4.2.E hereof and that is specifically
designated by the General Partner as being a Class E Unit.
2. Section 4.2 hereby is amended by renumbering Section 4.2.E to
be Section 4.2.F and adding after Section 4.2.D the following section:
E. Class E Units. Under the authority granted to it by
Section 4.2.A hereof, the General Partner hereby establishes an additional class
of Partnership Units entitled "Class E Units." Class E Units shall have the same
designations, preferences, rights, powers and duties as Class A Units.
Notwithstanding the preceding sentence, holders of Class E Units shall be
entitled to a special allocation of losses from the Partnership in the aggregate
amount of $50,000 per year for a period of twenty-eight (28) years from the date
of issuance of such Class E Units.
3. Exhibit A hereby is amended by replacing such Exhibit A with
the Exhibit A attached to this Second Amendment, and each of the Contributors
hereby is admitted to the Partnership as an Additional Limited Partner.
4. Each of the Contributors hereby agrees to become a party to the
Partnership Agreement and to be bound by all of the terms, conditions and other
provisions of the Partnership Agreement.
All capitalized terms used in this Second Amendment and not
otherwise defined shall have the meanings assigned in the Partnership Agreement.
Except as modified herein, all terms and conditions of the Partnership Agreement
shall remain in full force and effect, which terms and conditions the General
Partner hereby ratifies and affirms.
2
IN WITNESS WHEREOF, the undersigned has executed this Second
Amendment as of the date first set forth above.
CARRAMERICA REALTY GP HOLDINGS, INC.,
as General Partner of CarrAmerica Realty, L.P.
and on behalf of existing Limited Partners
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director and Vice President
PHOENIXWEST ASSOCIATES, LTD. (formerly known
as Cypress Lakes at Boca Rio Associates,
Limited Partnership)
By: G-P PhoenixWest, Inc.
General Partner
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
VERSAILLES ASSOCIATES LIMITED
PARTNERSHIP
By: G-P Versailles, Inc.
General Partner
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
LAKEVIEW 436 ASSOCIATES, LTD.
By: Lakeview-Nort, Ltd.
General Partner
By: 436, Inc.
General Partner
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
3
PINES REALTY ASSOCIATES, LTD.
By: 7425, Inc.
General Partner
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
4