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Exhibit A
AMENDMENTS TO THE ---------
ARTICLES OF AMENDMENT AND RESTATEMENT
OF DECLARATION OF TRUST
OF
EQUITY OFFICE PROPERTIES TRUST
1. AMENDMENT TO SECTION 7.2.1(a)
Section 7.2.1(a) is amended to add the following new subparagraph
(iv):
(iv) No Person shall acquire Beneficial Ownership of any
Shares after the Effective Time if, as a result of such
acquisition of Beneficial Ownership, the fair market value of the
Shares owned directly and indirectly by Non-U.S. Persons for
purposes of Section 897(h)(4)(B) of the Code would comprise forty
three percent (43%) or more of the fair market value of the issued
and outstanding Shares; provided, however, that the foregoing
shall not apply to any acquisition of Beneficial Ownership of any
Preferred Shares outstanding at the Effective Time or any Common
Shares upon the conversion of any such Preferred Shares.
2. AMENDMENTS TO SECTION 7.1
Section 7.1 is amended to add the following new definitions:
Effective Time. The term "Effective Time" shall mean the
later of (i) the time the SDAT accepts for record articles of
merger relating to the merger of Cornerstone Properties, Inc. with
and into the Trust or (ii) the time established under such
articles, not to exceed 30 days after the articles are accepted
for record by the SDAT.
Non-U.S. Person. The term "Non-U.S. Person" shall mean a
Person other than a U.S. Person.
U.S. Person. The term "U.S. Person" shall mean (a) a
citizen or resident of the United States, (b) a partnership
created or organized in the United States or under the laws of the
United States or any state therein (including the District of
Columbia), (c) a corporation created or organized in the United
States or under the laws of the United States or any state therein
(including the District of Columbia), and (d) any estate or trust
(other than a foreign estate or foreign trust, within the meaning
of Section 7701(a)(31) of the Code).
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3. AMENDMENTS TO SECTION 7.2.1(b)
Section 7.2.1(b) is amended to read as follows:
(b) Transfer in Trust. If any Transfer of Shares (whether
or not such Transfer is the result of transaction entered into
through the facilities of the NYSE or any other national
securities exchange or automated inter-dealer quotation system)
occurs which, if effective, would result in any Person
Beneficially Owning or Constructively Owning Shares in violation
of Section 7.2.1(a)(i), (ii) or (iv),
(i) then that number of Shares the Beneficial
or Constructive Ownership of which otherwise would cause such
Person to violate Section 7.2.1(a)(i), (ii) or (iv), as applicable
(rounded up to the nearest whole share) shall be automatically
transferred to a Charitable Trust for the benefit of a Charitable
Beneficiary, as described in Section 7.3, effective as of the
close of business on the Business Day prior to the date of such
Transfer, and such Person shall acquire no rights in such Shares;
or
(ii) if the transfer to the Charitable Trust
described in clause (i) of this sentence would not be effective
for any reason to prevent the violation of Section 7.2.1(a)(i),
(ii) or (iv), as applicable, then the Transfer of that number of
Shares that otherwise would cause such Person to violate Section
7.2.1(a)(i), (ii) or (iv), as applicable (rounded up to the
nearest whole share) shall be void ab initio, and the intended
transferee shall acquire no rights in such Shares.
4. AMENDMENT TO SECTION 7.2.4(b)
The existing Section 7.2.4(b) is amended to read as follows:
(b) each Person who is a Beneficial or Constructive Owner
of Shares and each Person (including the shareholder of record)
who is holding Shares for a Beneficial or Constructive Owner shall
provide to the Trust such information as the Trust may require, in
good faith, in order to determine the Trust's status as a REIT or
a "domestically controlled REIT" (within the meaning of Section
897(h)(4)(B) of the Code) and to comply with the requirements of
any taxing authority or to determine such compliance.
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5. AMENDMENT TO ADD NEW SECTION 7.2.9
The existing Section 7.2.9 is renumbered as Section
7.2.10 and the following new Section 7.2.9 is added:
Section 7.2.9 Increase in Percentage Set Forth in Section
7.2.1(a)(iv). The Board of Trustees may from time to time increase
the percentage set forth in Section 7.2.1(a)(iv) from forty three
percent (43%) to such higher percentage as shall be determined by
the Board of Trustees; provided, however, that in no event shall
such percentage exceed forty nine percent (49%) less the
percentage of the aggregate fair market value of the total issued
and outstanding Shares represented by the fair market value of any
Preferred Shares then outstanding that were outstanding at the
Effective Time (as such fair market values are determined by the
Board of Trustees in good faith).
6. AMENDMENTS TO SECTION 7.2.10
The first sentence of the legend set forth in Section 7.2.10 (as
renumbered pursuant to the other amendments made pursuant hereto) is amended to
delete the word "and" immediately preceding the following: "(iv) no Person may
Transfer Shares . . .", and to insert the following new language at the end of
such first sentence:
; and (v) no Person may acquire Beneficial Ownership of any Shares
after the Effective Date if, as a result of such acquisition, the
fair market value of the Shares owned directly and indirectly by
Non-U.S. Persons would comprise more than forty three percent
(43%) of the fair market value of the issued and outstanding
Shares; provided, however, that clause (v) shall not apply to any
acquisition of any Preferred Shares outstanding at the Effective
Time.
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