EXHIBIT 3.11
AMENDED AND RESTATED
PARTNERSHIP AGREEMENT OF
HOLDPAR A
Effective October 1, 1995
This Amended and Restated Partnership Agreement is entered into
effective October 1, 1995 by, between and among Westmark Real Estate Acquisition
Partnership, L.P. ("WREAP") and HoldPar B, a Delaware general partnership
(individually "Partner" and collectively "Partners").
W I T N E S S E T H:
WHEREAS, this Partnership was formed in order to hold certain
interests in Westmark Realty Advisors L.L.C.; and
WHEREAS, this Partnership's original partners included five
corporations who have transferred their interests in this Partnership to WREAP;
and
WHEREAS, WREAP and HoldPar B desire to amend and restate the
Partnership Agreement of HoldPar A in its entirety to read as set forth herein;
NOW THEREFORE, the parties hereto hereby agree to amend and restate
the Partnership Agreement of HoldPar A as follows:
ARTICLE I.
Definitions
The following words and terms when used herein in capitalized form
shall have the meaning or meanings indicated:
A. "Partner" means any one of Westmark Real Estate Acquisition
Partnership, L.P., a Delaware limited partnership, and HoldPar B, a Delaware
general partnership or any other person who becomes a partner pursuant hereto.
B. "Partners" means more than one Partner.
C. "Majority of Partnership Interests" means the owners of more than
fifty percent (50%) of all Partnership interests.
D. "Percentage Interest" means the percentage interest of each Partner
in the Partnership as set forth in Exhibit A hereto as amended from time to
time.
E. "WREAP" means Westmark Real Estate Acquisition Partnership, L.P., a
Delaware limited partnership.
ARTICLE II.
Organizational Matters
A. The Partnership. The Partners hereby create a general partnership
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pursuant to the Delaware Uniform Partnership Act (the "Act") . The rights and
liabilities of the Partners and the administration, dissolution and termination
of the Partnership shall be as provided for in the Act except as hereinafter
expressly stated to the contrary. A Partner's interest in the Partnership shall
be personal property for all purposes. All real and personal property owned by
the Partnership shall be deemed owned by the Partnership as an entity and no
Partner, in his or her individual or separate capacity, shall have any direct
ownership of such property.
B. Certificates. The Partners hereby agree to execute all
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certificates or other documents and all amendments thereto to accomplish all
filings, publishings, recordings and other acts as may be appropriate to comply
with the requirements of law for the establishment, continuation and operation
of a Partnership under the laws of the State of Delaware. The Partners also
agree to execute any certificates or other documents to accomplish all filings,
recordings, publishings and other acts as may be appropriate to comply with the
requirements of law for the formation, continuation and operation of a
partnership in any other jurisdiction where the Partnership shall propose to
conduct business. Prior to conducting any business in any jurisdiction, the
Partners shall, to the full extent permitted by the laws of such jurisdiction,
cause the Partnership to comply with all requirements for the qualification of
the Partnership to conduct business as a partnership in such jurisdiction.
C. Partnership Name. The name of the Partnership shall be HoldPar A
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and the business of the Partnership shall be conducted under such name in the
State of California and under such name or any variation thereof as may be
necessary to comply with the laws of the other jurisdiction in which the
Partnership may conduct its business.
D. Offices. The principal office and place of business of the
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Partnership shall be at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇ or elsewhere as the Partners may from time to time select. The
Partnership may have such additional offices and places of business as may be
established from time to time by the Administrative Partner.
E. Term. The Partnership shall continue in existence until December
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31, 2010 or until the earlier termination of the Partnership in accordance with
Article X.
ARTICLE III.
Business Purpose of the Partnership
The business purpose of the Partnership shall be to hold limited
liability company interests in Westmark and to exercise the rights associated
with such interests.
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ARTICLE IV.
Management
A. Management Authority. All determination, decisions, approvals and
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actions affecting the Partnership and its business and affairs shall be
determined, made, approved or authorized only by the affirmative vote of a
Majority of Partnership Interests.
B. Other Business of Partners. Each of the Partners shall be
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entitled to and may have business interests and engage in business activities in
addition to those relating to the Partnership (even if such interest or
activities compete with or are in conflict with the business or activities of
the Partnership), for his or her own account and for the account of others,
without having or incurring any obligation to offer any interest in such
businesses or activities or properties owned or acquired in connection therewith
to the Partnership or any Partner, and no other provisions of this Agreement
shall be deemed to prohibit any Partner from conducting such other businesses
and activities. Neither the Partnership nor any of the Partners shall have any
rights by virtue of this Agreement in any such business venture or properties of
such Partner.
C. Indemnification of the Partners.
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1. The Partners (individually referred to in this Section IV.C. as
"Indemnitee") shall each, to the extent permitted by law, be indemnified and
held harmless by the Partnership from and against any and all losses, claims,
damages, liability, joint and several, expenses (including legal fees and
expenses), judgments, fines, settlements and other amounts arising from any and
all claims, costs, demands, actions, suits or proceedings, civil, criminal,
administrative or investigative, in which the Indemnitee may be involved, or
threatened to be involved, as a party or otherwise by reason of his or her
status as a Partner or his or her management of the affairs of the Partnership,
or which relate to the Partnership, its property, business or affairs, whether
or not the Indemnitee continues to be a Partner at the time any such liability
or expense is paid or incurred, if the Indemnitee acted in good faith and in a
manner he or it reasonably believed to be in, or not opposed to, the best
interests of the Partnership, and, with respect to any criminal proceeding, had
no reasonable cause to believe his or her conduct was unlawful. The termination
of a proceeding by judgment, order, settlement, conviction or upon a plea of
nolo contendere, or its equivalent, shall not of itself create a presumption
that the Indemnitee did not act in good faith and in a manner which the
Indemnitee reasonably believed to be in, or not opposed to, the best interests
of the Partnership or a presumption that the Indemnitee had reasonable cause to
believe that his or her conduct was unlawful.
2. An Indemnitee shall not be entitled to indemnification under this
Section IV.C. with respect to any claim, issue or matter in which he, she or it
has violated an express provision of this Agreement or been adjudged liable for
gross negligence or willful misconduct.
3. Expenses (including legal fees and expenses) incurred in
defending any proceeding shall be paid by the Partnership in advance of the
final disposition of such proceeding upon receipt of (a) an undertaking by or on
behalf of the Indemnitee to repay such amount if it shall ultimately be
determined by a court of competent jurisdiction that the Indemnitee is not
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entitled to be indemnified by the Partnership as authorized hereunder and (b)
reasonable proof of his, her or its ability to make such repayment.
4. The indemnification provided by this Section IV.C. shall be in
addition to any other rights to which those indemnified may be entitled under
any agreement, vote of the Partners, as a matter of law or otherwise, both as to
action in the Indemnitee's capacity as a Partner and to action in another
capacity relating to the Partnership, and shall continue as to an Indemnitee who
has ceased to serve in such capacity and shall inure to the benefit of the
heirs, successors, assigns and administrators of the Indemnitee.
5. The Partnership may purchase and maintain insurance on behalf of
the Partners and other Indemnities against any liability which may be asserted
against or expense which may be incurred by such Persons in connection with the
Partnership's activities, whether or not the Partnership would have the power to
indemnify such Persons against such liability under the provisions of this
Agreement.
6. An Indemnitee shall not be denied indemnification in whole or in
part under this Section IV.C. because the Indemnitee had an interest in the
transaction with respect to which the indemnification applies if the transaction
was otherwise permitted by the terms of this Agreement.
7. The provisions of this Section IV.C. are for the benefit of the
Indemnities and shall not be deemed to create any rights for the benefit of any
other persons (other than the heirs, successors, assigns or administrators of
the Indemnitee).
8. Any other provision of this Section IV.C. to the contrary
notwithstanding, the right of any Partner to indemnity, whether under this
Agreement or otherwise, shall be limited to the assets of the Partnership and no
Partner shall have any claim hereunder against any other Partner or any right to
require any other Partner to contribute funds to the Partnership to meet the
indemnity requirements of this Section IV.C.
D. Limitation on Liability of Partner. No Partner shall be liable,
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responsible or accountable in damages or otherwise to the Partnership or any of
the Partners for any act or omission performed or omitted by such Partner in
good faith pursuant to the authority granted to him, her or it by this Agreement
and in a manner reasonably believed by him, her or it to be within the scope of
the authority granted by this Agreement and in the best interests of the
Partnership, provided that such Partner was not guilty of negligence,
misconduct, fraud or bad faith.
E. Action by Meeting or Unanimous Written Consent. Any action which
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requires the approval of a Majority of Partnership Interests or all of the
Partners may be taken either (a) with the written consent of a Majority of
Partnership Interests or all of the Partners, as appropriate, or (b) at a
meeting held and noticed in such a manner as is deemed appropriate by a Majority
of Partnership Interests.
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ARTICLE V.
Partners and Capital
A. Capital.
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1. The capital of the Partnership shall be as set forth in Exhibit A
to this Agreement.
2. Additional contributions of cash or property may be made to the
capital of the Partnership only as agreed by a Majority of Partnership
Interests.
B. Capital Position. Except as set forth herein, no Partner shall
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have any right, claim or interest in the capital of the Partnership.
C. Additional Funds. Any additional funds required by the
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Partnership to meet its cash requirements may be borrowed by the Partnership (i)
from any Partner or (ii) from one or more third parties upon such terms and
conditions as a Majority of Partnership Interests deems necessary or
appropriate.
D. Capital Accounts.
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1. A separate capital account shall be established and maintained
for each Partner. Such capital account shall be increased by (a) the amount of
cash and the adjusted basis for Federal income tax purposes of all property
contributed by such Partner to the Partnership (net of liabilities of the
Partner assumed by the Partnership or to which the contributed property is
subject), (b) that Partner's allocable share (determined by reference to Section
VI.A. hereof) of income and gain for Federal income tax purposes, (c) that
Partner's allocable share (determined by reference to Section VI.A.1. hereof) of
income exempt from tax described in Section 705 of the Internal Revenue Code of
1986, as amended (the "Code"), and decreased by (d) the amount of cash and the
adjusted basis for Federal income tax purposes of property distributed other
than in liquidation of the Partnership to such Partner (net of liabilities
assumed by the Partner or to which such property is subject), (e) the fair
market value of unsold property distributed to such Partner (net of liabilities
assumed by the Partner or to which the property is subject) upon liquidation of
the Partnership, (f) that Partner's allocable share (determined by reference to
Section VI.A. hereof) of losses and other items of deduction for Federal income
tax purposes, and (g) that Partner's allocable share (determined by reference to
Section VI.A.1. hereof) of expenditures described in Section 705 of the Code.
2. The following provisions shall be observed in maintaining each
Partner's capital account:
a. Except as provided herein, the recognition and classification of
items of income, gain, loss and deduction for purposes hereof shall be the
same as their recognition and classification for Federal income tax
purposes except that the computation of such items of income, gain, loss
and deduction shall be made
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without regard to any adjustments resulting from any election which may be
made by the Partnership pursuant to Section 754 of the Code.
b. If the Partnership's adjusted basis in a depreciable or cost
recovery property is reduced for Federal income tax purposes pursuant to
Section 48(q)(1) of the Code, the amount of such reduction shall, solely
for the purposes hereof, be deemed to be an additional depreciation or cost
recovery deduction in the year such property is placed in service and shall
be allocated among the Partners pursuant to Section VI.A.1. Any restoration
of such basis pursuant to Section 48(q)(2) of the Code shall be allocated
in the same manner to the Partners to whom such deemed deduction was
allocated.
c. Immediately prior to the distribution of any Partnership property
in liquidation of the Partnership pursuant to Section X.C., any difference
between the fair market value (as determined pursuant to Section X.B.) of
such property and its adjusted basis for Federal income tax purposes shall
be determined (any excess of such fair market value over adjusted basis
will be referred to as "Unrealized Gain," while any excess of adjusted
basis over fair market value will be referred to as "Unrealized Loss"). Any
Unrealized Gain or Unrealized Loss attributable to such property shall, for
purposes of capital account maintenance, be deemed to be gain or loss
recognized by the Partnership and shall be allocated among the Partners
pursuant to Section VI.A.2.
E. Interest on and Return of Capital. Except as provided in Section
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VI.C. below, no Partner shall be entitled to any interest on his, her or its
capital account or on his, her or its contributions to the capital of the
Partnership, and no Partner shall have the right to demand or to receive the
return of all or any part of his, her or its capital account in the Partnership.
No Partner shall have the right to demand or receive property other than cash in
return for the contribution of such Partner to the Partnership.
F. Waiver of Right of Partition and Dissolution. Having previously
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been advised that he, she or it may have the right to bring an action for
partition, each of the Partners does hereby agree to and does hereby irrevocably
waive for the duration of this Agreement any right or power any such Partner
might have to cause the Partnership or any of its assets to be partitioned, to
cause the appointment of a receiver for the assets of the Partnership, to compel
any sale of all or any portion of the assets of the Partnership pursuant to any
applicable law or laws, or to file a complaint or to institute any proceeding at
law or in equity to cause the termination or dissolution of the Partnership
except as expressly provided herein. Each of the Partners hereby acknowledges
and agrees that such Partner has been induced to enter into this Agreement in
reliance upon the mutual waivers set forth in this Section V.F. and, without
such waivers, no Partner would have entered into this Agreement. No Partner has
any interest in specific Partnership property but the interests of all Partners
in the Partnership are, for all purposes, personal property.
G. Negative Accounts. Upon the dissolution and winding up of the
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Partnership, after the allocations of any gains and/or losses resulting from the
liquidation of the
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Partnership in accordance with the terms hereof, each Partner shall be required
to pay to the Partnership any deficit or negative balance which may then exist
in his, her or its capital account maintained in accordance with Section V.D.
hereof.
ARTICLE VI.
Profits and Losses and Distributions
A. Profits, Losses and Distributive Shares of Tax Items.
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1. The Partnership's net profits or net loss, as the case may be,
for each fiscal year of the Partnership, as determined in accordance with such
method of accounting as may be adopted for the Partnership by the Management
Committee pursuant to Section VII.C. hereof, shall be allocated to the Partners
for both financial accounting and income tax purposes as follows in the ratio of
each Partner's Percentage Interest:
a. In the absence of any other agreement among the Partners, in the
ratio of each Partner's Percentage Interest; or
b. If all of the Partners otherwise agree in writing pursuant to
Article XII with respect to a particular project, in accordance with such
agreement.
2. Notwithstanding the foregoing, any gain or loss on Partnership
assets occurring in connection with the sale of all or substantially all
the assets of the Partnership or the dissolution and liquidation of the
Partnership shall be credited or charged to the Partners in the following
order of priority:
a. Gains shall be allocated as follows:
i. first, an amount of gains up to the negative balances, if any, in
the capital accounts of the Partners shall be allocated to the Partners
having negative capital account balances in proportion to their respective
negative capital account balances, until the balances of the capital
accounts of such Partners equal zero;
ii. then, gains shall be allocated to the Partners in a manner, as
nearly as can be, to cause the capital accounts of the Partners to stand in
the ratio of their respective Percentage Interests in the Partnership; or
b. Losses shall be allocated as follows:
i. first, losses shall be allocated to the Partners in a manner, as
nearly as can be, to cause the capital accounts of the Partners to stand in
the ratio of their respective Percentage Interests in the Partnership; and
ii. all remaining losses shall be allocated to the Partners in
proportion to their respective Percentage Interest in the Partnership.
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B. Distributions. It is the policy of the Partnership to make
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distributions to the Partners at such times and in such amounts, if any, that a
Majority of Partnership Interests determine.
ARTICLE VII.
Accounting and Tax Matters
A. Fiscal Year. The fiscal year of the Partnership shall end on the
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last day of December of each year, unless another fiscal year end is selected by
a Majority of Partnership Interests.
B. Books of Account. The Partnership books of account shall be
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maintained at the principal office designated in Section II.D. hereof or at such
other locations and by such Person or Persons as may be designated by a Majority
of Partnership Interests. The Partnership shall pay (in amounts not to exceed
reasonable commercial rates) the expense of maintaining its books of account.
Each Partner shall have, during reasonable business hours and upon reasonable
notice, access to the books of the Partnership and shall have the right to copy
such books. The Partnership, shall prepare and distribute to each Partner such
financial statements as a Majority of Partnership Interests determine and as are
required by law.
C. Method of Accounting. The Partnership books of account shall be
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maintained and kept, and its income, gains, losses and deductions shall be
accounted for, in accordance with sound principles of cash basis accounting
consistently applied, or such other method of accounting as may be adopted
hereafter by a Majority of Partnership Interests.
D. Tax Returns and Elections.
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1. The Partnership shall prepare and file all tax and information
returns which the Partnership may be required to file and shall, on behalf of
the Partnership, make such tax elections and determinations as are necessary or
appropriate in its sole discretion.
ARTICLE VIII.
Transfer of Interest
A. Transfer.
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1. The term "transfer" when used in this Article with respect to any
interest in the Partnership includes a sale, assignment, gift, pledge,
encumbrance, hypothecation, mortgage, exchange or any other disposition.
2. No Partner may transfer all or any part of his, her or its
interest in the Partnership without the consent of all other Partners. Any
transfer or purported transfer of any interest in the Partnership not made in
accordance with this Article VIII shall be null and void.
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ARTICLE IX.
Removal of a Partner
A. Any Partner may be removed as a Partner in the Partnership with
or without cause upon the vote of a Majority of Partnership Interests calculated
including the Percentage Interest of the Partner to be removed.
ARTICLE X.
Dissolution, Liquidation and Termination
A. Dissolution.
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1. The Partnership shall be dissolved upon the occurrence of any of
the following:
a. the agreement of a Majority of Partnership Interests to dissolve
the Partnership;
b. the bankruptcy of the Partnership;
c. the death, bankruptcy, insolvency, removal or withdrawal of a
Partner if following such event, the Partnership has only one Partner;
d. any event which makes it unlawful for the Partnership business to
be continued.
For purposes of this Section, bankruptcy of the Partnership or a
Partner shall be deemed to have occurred when (i) it or he or she commences a
voluntary proceeding seeking liquidation, reorganization or other relief under
any bankruptcy, insolvency or other similar law now or hereafter in effect, (ii)
a final and non-appealable order for relief is entered against it or him or her
under the Federal bankruptcy laws as now or hereafter in effect, or (iii) it or
he or she executes and delivers a general assignment for the benefit of its, his
or her creditors.
2. The dissolution shall be effective on the day on which the event
occurs giving rise to the dissolution, but the Partnership shall not terminate
until the assets have been distributed in accordance with this Article X.
3. The removal, insanity, insolvency, bankruptcy, death or
withdrawal of a Partner shall not cause the dissolution of the Partnership if at
least two Partners remain as Partners of the Partnership.
B. Method of Liquidation. Upon the dissolution of the Partnership
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pursuant to Section X.A. above, such Person or Persons as a Majority of
Partnership Interests shall designate (the "Liquidator") shall commence to wind
up the Partnership's affairs and distribute
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its assets as promptly as possible. The Liquidator (if other than a Partner)
shall be entitled to receive such compensation for its services as may be
approved by the vote of a Majority of Partnership Interests. Except as expressly
provided in this Article X, the Liquidator appointed in the manner provided
herein shall have and may exercise, without further authorization or consent of
any of the parties hereto, all the powers of the Partnership under the terms of
this Agreement (but subject to all the applicable limitations, contractual and
otherwise, upon the exercise of such powers) to the extent necessary or
desirable in the good faith judgment of the Liquidator to complete the winding
up and liquidation of the Partnership as provided for herein. The Partnership's
business and affairs shall be liquidated in an orderly manner and the Liquidator
may sell such properties of the Partnership as may be required for such
purposes, including without limitation any property which may not be susceptible
to division upon distribution to the Partners. The Partners shall continue to
share net cash flow, profits and losses during the period of liquidation in the
same proportions as before dissolution. The proceeds from liquidation or other
Partnership assets, including any assets to be distributed in kind (valued using
such reasonable method of valuation as the Management Committee shall determine,
as though such assets were liquidated and reduced to cash), shall be applied in
the order of priority as follows:
1. Debts of the Partnership, other than to Partners; then
2. To the establishment of any reserves deemed reasonably necessary
or appropriate by the Liquidator for any contingent or unforeseen liabilities or
obligations of the Partnership. Such reserves established hereunder shall be
held for the purpose of paying any such contingent or unforeseen liabilities or
obligations and, at the expiration of such period as the Liquidator reasonably
deems advisable, of distributing the balance of such reserves in the manner
provided hereinafter in this Section; then
3. To the repayment of any liabilities or debts, other than capital
accounts, of the Partnership to any of the Partners; then
4. To the Partners in proportion to and to the extent of positive
capital account balances and thereafter in proportion to their respective
Percentage Interests in the Partnership.
C. Distributions in Liquidation. All distributions of Partnership
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property pursuant to the terms of this Agreement shall be subject to such liens,
encumbrances, obligations, commitments, undertakings or restrictions as may
affect such property at the date of such distribution.
ARTICLE XI.
Amendments
A. Amendments. This Agreement may be amended by the consent of a
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Majority of Partnership Interests.
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ARTICLE XII.
General
A. Notices. All notices or other communications required or
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permitted to be given pursuant to this Agreement shall be in writing and shall
be considered as properly given or made if mailed from within the United States
by first class United States mail, postage prepaid, or if telegraphed by prepaid
telegram, and addressed to the address for notice set forth below each Partner's
signature to this Agreement. Any Partner may change his or her address by giving
notice in writing to the other Partners, stating his or her new address.
B. Law Governing. This Agreement shall be governed by and construed
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in accordance with the laws of the State of Delaware.
C. Successors and Assigns. This Agreement and all the terms and
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provisions hereof shall be binding upon the Partners and their legal
representatives, heirs, successors and assigns.
D. Counterparts. This Agreement may be executed in any number of
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counterparts with the same effect as if the Partners hereto had all signed the
same document. All counterparts of this Agreement so executed by the Partners
shall constitute one instrument.
E. Arbitration. Any controversy or dispute (whether between the
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Partnership and one or more of the Partners or between two or more of the
Partners) with respect to the interpretation or meaning of this Agreement, the
operation of the Partnership or the rights or obligations of the Partners shall
be resolved by arbitration in [Los Angeles, California] under the rules of the
American Arbitration Association. Any award made pursuant to such arbitration
shall be conclusive and binding upon the Partners and the Partnership and may be
enforced by any court of competent jurisdiction. Each party shall bear its own
costs (including attorney fees) relating to the arbitration, and the parties
shall bear equally the fees of the arbitrator and other costs of the arbitration
as such. For purposes of this Section XII.E. and Section XII.F., the term
"Partner" includes any former Partner.
F. Attorneys Fees. In the event of any suit, action or proceeding
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relating to this Agreement (other than pursuant to Section XII.E.), the
operation of the Partnership or the rights or obligations of the Partners, the
prevailing party shall be entitled to his or her costs and reasonable attorney
fees.
G. Miscellaneous.
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1. The headings in this Agreement are inserted for convenience and
identification only and are in no way intended to describe, interpret, define or
limit the scope, extent or intent of this Agreement or any provision hereof.
2. Every provision of this Agreement is intended to be severable. If
any term or provision hereof is illegal or invalid for any reason whatsoever,
such illegality or invalidity shall not affect the validity of the remainder of
the Agreement.
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3. The rights and remedies provided by this Agreement are cumulative
and the use of any one right or remedy by any Partner shall not preclude or
waive his or her right to use any or all other remedies. Said rights and
remedies are given in addition to any other rights the Partners may have by law,
statute, ordinance or otherwise.
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IN WITNESS WHEREOF, the undersigned Partners have executed this
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Agreement as of the 1st day of October, 1995.
WESTMARK REAL ESTATE ACQUISITION
PARTNERSHIP, L.P.
By: CB Commercial Real Estate Group,
Inc., its General Partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Executive Vice President
Address for Notice:
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
HOLDPAR B,
a Delaware General Partnership
By: Westmark Real Estate Acquisition
Partnership, L.P., its General Partner
By: CB Commercial Real Estate Group,
Inc., its General Partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Executive Vice President
Address for Notice:
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
EXHIBIT A
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Capital Contributions By
and Interests in Profits
and Losses of Each Partner
Percentage Interest in
Name Capital Contribution Profits and Losses
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Westmark Real Estate
Acquisition Partnership, L.P. 79.13%* 99.00066
HoldPar B, a Delaware General
Partnership $100.00 .00034
* This is a percentage interest in Westmark Realty Advisers, L.L.C., a,
Delaware Limited Liability Company, rounded to the nearest one hundredth of
a percent and represents the contributions made by the predecessor and
partners of WREAP.