March 23, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Carlyle Real Estate Limited Partnership - X
Commission File No. 0-9726
Form 8K
Gentlemen:
Transmitted, for the above-captioned registrant, is the electronically filed
executed copy of registrant's current report on Form 8K dated March 23, 1995.
Thank you.
Very truly yours,
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
By: JMB Realty Corporation
Corporate General Partner
By: C. SCOTT NELSON
________________________________
C. Scott Nelson, Vice President
Accounting Officer
CSN:jo
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 1, 1994
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
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(Exact name of registrant as specified in its charter)
Illinois 0-9726 36-3057941
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
organization)
900 N. Michigan Avenue, Chicago, Illinois 60611-1575
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(Address of principal executive office)
Registrant's telephone number, including area code: (312) 915-1987
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FIRST INTERSTATE CENTER
SEATTLE, WASHINGTON
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ITEM 5. OTHER EVENTS. On December 1, 1994, Carlyle Seattle, a joint venture
between Carlyle Real Estate Limited Partnership-X (the "Partnership") and an
affiliated partnership (Carlyle Real Estate Limited Partnership-XII ("Carlyle-
XII")) sponsored by the Corporate General Partner of the Partnership, sold
49.95% of its interest and entered into an option agreement concerning the
remaining 50.05% interest in the First Interstate joint venture to its
unaffiliated venture partner, 999 Third Avenue, Ltd., (the "Buyer").
Occupancy at the First Interstate Center was approximately 97% at the date of
sale.
In May 1994, Carlyle Seattle executed an agreement with the Buyer to sell
49.95% of its interest in First Interstate by December 1994, with an option
for the unaffiliated venture partner to purchase the remaining 50.05% interest
between one and two years after the initial sale closing subject to certain
conditions. Carlyle Seattle received at closing in December 1994 $20,000,000
cash (less non-refundable deposits received prior to the closing of
$1,000,000) for 49.95% of its interest in First Interstate, $5,000,000 cash
for the option of the Buyer to purchase the remaining 50.05% of Carlyle
Seattle's interest in the First Interstate joint venture and an additional
$15,000,000 cash in the form of a loan to Carlyle Seattle. The $15,000,000
loan to Carlyle Seattle (bearing interest at a rate of 9% per annum with
accrued interest and unpaid principal due on January 1, 1997) is secured by
Carlyle Seattle's remaining 50.05% interest. The exercise price for the
remaining 50.05% interest is $21,350,000 if the purchase option is exercised
one year from the initial closing, increasing up to $22,850,000 at the
termination of the option period. The exercise price would be satisfied by
applying the $5,000,000 option purchase price paid at the initial closing and
applying the balance of unpaid principal and accrued interest on the
$15,000,000 Carlyle Seattle loan. In connection with the sale, the First
Interstate Venture Agreement has been amended to state that no profits, income
or gain shall be allocable to Carlyle Seattle except to the extent that
Carlyle Seattle receives any distributions from First Interstate and operating
losses shall be allocated to the extent of Carlyle Seattle's positive capital
account balance and thereafter at 25.025%. In addition, the Venture
Agreement provides that any distributions to Carlyle Seattle are subordinate
to the Buyer's preferred return (as defined). The Partnership estimates that
it will recognize a gain on the sale of its share of the 49.95% interest in
the First Interstate joint venture of approximately $9,400,000 for financial
reporting purposes. Due to the structure of the transaction, the Partnership
recognized a gain on sale of its share of Carlyle Seattle's entire interest in
the First Interstate joint venture of approximately $22,300,000 for Federal
income tax purposes.
The terms of the Carlyle Seattle venture agreement generally provide that
annual cash flow, sale or refinancing proceeds, operating profits and losses
and tax items will be allocated 26.7% to the Partnership and 73.3% to Carlyle-
XII.
The Partnership Agreement provides that the General Partners shall
receive 15% of sale or refinancing proceeds (net after expenses and related
working capital) and the Limited Partners shall receive 85%. However, the
distributions to the General Partners are subject to the Limited Partners'
receipt of (i) an amount from sale or refinancing proceeds equal to the
Limited Partners' capital investment in the Partnership, and (ii) cumulative
cash distributions from net cash receipts (plus any cumulative distributions
of sale or refinancing proceeds in excess of the Limited Partners' capital
investment) equal to a 6% annual return on their average capital investment
(capital investment reduced by sale or refinancing proceeds previously
distributed) for each year beginning with the third fiscal quarter of 1981.
The Limited Partners have not yet received cash distributions equal to their
investment plus a 6% annual return on such investment. Therefore, no portion
of the proceeds of this sale will be distributed to the General Partners at
this time.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits.
10.1. Letter Regarding Sale/Option and Partnership Amendment,
dated May 15, 1994, between Carlyle Seattle Associates
and 999 Third Avenue, Ltd. relating to the First
Interstate Center in Seattle, Washington is hereby
incorporated herein by reference to the Partnership's
report for June 30, 1994 on Form 10-Q (File No. 0-9726)
dated August 12, 1994.
10.2. Agreement of Limited Partnership of Wright-Carlyle
Seattle Limited Partnership, dated November 30, 1994,
between Wright Runstad Properties L.P., and Carlyle
Seattle Associates is filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
By: JMB Realty Corporation
Corporate General Partner
By: C. SCOTT NELSON
-----------------------------------
C. Scott Nelson, Vice President
Accounting Officer
Dated: March 23, 1995
AGREEMENT OF LIMITED PARTNERSHIP
OF
WRIGHT-CARLYLE SEATTLE LIMITED PARTNERSHIP
This Limited Partnership Agreement (the "Agreement") is made and
entered into as of the ____ day of November, 1994, by and among Wright
Runstad Properties L.P., a Delaware limited partnership ("WR Properties"
or the "General Partner") and Carlyle Seattle Associates, an Illinois
general partnership, ("Carlyle" or the "Limited Partner").
RECITALS
A. Carlyle and 999 Third Avenue, Ltd., a Washington limited
partnership, ("999 Third Avenue") previously formed Wright-Carlyle
Seattle, a Washington general partnership ("Wright-Carlyle General
Partnership") as evidenced by those certain Articles of Partnership of
Wright-Carlyle Seattle dated as of March 10, 1982, as amended by that
certain letter agreement captioned "Letter Re Refinancing", dated as of
June 21, 1985, as further amended by that certain letter agreement
captioned "Letter Re Construction Related Excess), dated as of December
31, 1988 (the "Wright-Carlyle General Partnership Agreement").
B. Immediately prior to the execution of this Agreement, (i) the
partners in 999 Third Avenue will contribute their partnership interests
in 999 Third Avenue or 999 Third Avenue will contribute its entire
partnership interest in the Wright-Carlyle General Partnership to Wright
Runstad Holdings L.P. ("WR Holdings") in exchange for a partnership
interest in WR Holdings, and WR Holdings will then contribute the Wright-
Carlyle General Partnership interest to WR Properties in exchange for a
partnership interest in WR Properties, and (ii) Carlyle will sell 49.95%
of its partnership interest in the Wright-Carlyle General Partnership to
WR Properties. Carlyle has retained the remainder of its partnership
interest in the Wright-Carlyle General Partnership. Accordingly, the
partners in the Wright-Carlyle General Partnership at the time of the
execution of this Agreement will be WR Properties and Carlyle.
C. WR Properties and Carlyle desire to amend the Wright-Carlyle
General Partnership Agreement to cause the Wright-Carlyle General
Partnership to be converted from a general partnership into a limited
partnership.
Therefore, the parties hereto agree as follows:
1. Definitions. The following terms used in the Agreement shall
have the meaning specified below:
1.1 "Accrued Account Amount" means the excess of (1) the
Minimum Return for the period from March 10, 1982 through December 31,
1984 over (2) the aggregate amount of "Net Cash Receipts" for the period
prior to January 1, 1985 which were received by Carlyle prior to March
15, 1985 under Section 3.1(A)(1) of the Wright-Carlyle General
Partnership Agreement.
1.2 "Act" means the Washington Revised Uniform Limited
Partnership Act, as amended from time to time.
1.3 "Additional Capital Contributions" means the capital
contributions made to the Partnership by WR Properties pursuant to
Section 8 of this Agreement.
1.4 "Additional Capital Contribution Preferred Return"
means an amount equal to a twenty percent (20%) per annum cumulative,
annual compounding return on the amount of the WR Properties Adjusted
Additional Capital Contribution Amount to the Partnership, which return
shall commence on the date(s) that the Additional Capital Contributions
are made to the Partnership. In the case of a partial year, the amount
of the WR Properties' Additional Capital Contribution Preferred Return
shall be reduced proportionately.
1.5 "Adjusted Additional Capital Contribution Amount" means
the excess of the amount of the Additional Capital Contribution made to
the Partnership by the WR Properties pursuant to Section 8 over the sum
of prior distributions of Net Cash Receipts to the WR Properties pursuant
to Section 9.1A(2), distributions of Net Sale Proceeds to the WR
Properties pursuant to Section 9.2A(2) and distributions of Net Financing
Proceeds to WR Properties pursuant to Section 9.3A(2).
1.6 "Agreement" means this Agreement of the Wright-Carlyle
Seattle Limited Partnership, as it may be amended from time to time.
1.7 "Asset Value" means, for any asset of the Partnership,
such asset's adjusted basis for federal income tax purposes, except as
follows:
(a) The initial Asset Value of any asset contributed
by a Partner to the Partnership shall be the gross fair market value of
such asset, as agreed upon by a majority in interests of the Partners.
Notwithstanding the foregoing, for purposes of assigning Asset Values to
the initial Capital Contributions of the Partners set forth in Section
7.1, the General Partner shall assign an aggregate Asset Value to such
contributions based upon the values determined and utilized upon the
formation of WR Properties.
(b) The Partnership shall adjust the Asset Values of
all assets of the Partnership to equal their respective gross fair market
values at the following times as reasonably determined by the General
Partner in accordance with generally recognized appraisal procedures: (i)
the acquisition of an additional interest in the Partnership by any new
or existing Partner in exchange for more than a de minimis capital
contribution, (ii) the distribution to a Partner of more than a de
minimis amount of money or other property to a Partner in consideration
of all or part of such Partner's interest in the Partnership, or (iii)
the liquidation of the Partnership within the meaning of Treasury
Regulations Section 1,704-1(b)(2)(ii)(g); provided that the adjustments
in clauses (i) and (ii) above shall be made only if a majority in
interest of the Partners determine that such adjustments are necessary to
reflect the relative economic interests of the Partners in the
Partnership;
(c) If an asset of the Partnership is subject to
depreciation, amortization or cost recovery deductions allowable under
the Code, the Asset Value of such asset shall be reduced in each fiscal
year by an amount which bears the same ratio to the Asset Value of such
asset at the beginning of such fiscal year as the amount of the
depreciation, amortization or cost recovery deductions allowed under the
Code for such fiscal year bears to the adjusted basis of such asset for
federal income tax purposes as of the beginning of such fiscal year. If
the adjusted basis for federal income tax purposes of the asset is zero,
the depreciation, amortization or cost recovery deduction shall be
determined with reference to the beginning Asset Value using any
reasonable method selected by the General Partner.
1.8 "Capital Account" means the account maintained for each
Partner in accordance with Section 7.5. In the case of a transfer of an
interest, the transferee shall succeed to the Capital Account of the
transferor, or, in the case of a partial transfer, a proportionate share
thereof.
1.9 "Capital Contribution" means the total amount of money
and the fair market value of all property contributed to the Partnership
by each Partner pursuant to the terms of the Agreement. Any reference to
the capital contribution of a Partner shall include the capital
contribution made by a predecessor holder of the interest of such
Partner.
1.10 "Carlyle" means Carlyle Seattle Associates, an Illinois
general partnership, and its successors and assigns as a Partner hereof.
1.11 "Code" means the United States Internal Revenue Code of
1986, as amended. References to specific Code Sections or Treasury
Regulations shall be deemed to refer to such Code Sections or Treasury
Regulations as they may be amended from time to time or to any successor
Code Sections or Treasury Regulations if the Code Section or Treasury
Regulation referred to is repealed.
1.12 "Deemed Capital Account" means a Partner's Capital
Account, as calculated from time to time, adjusted by (i) adding thereto
the sum of (A) the amount of such Partner's Mandatory Obligation, if any,
and (B) each Partner's share of Minimum Gain (determined after any
decreases therein for such year) and (ii) subtracting therefrom
(A) allocations of losses and deductions which are reasonably expected to
be made as of the end of the taxable year to the Partners pursuant to
Code Section 704(e)(2), Code Section 706(d) and Treasury Regulation
Section 1.751-1(b)(2)(ii), and (B) distributions which at the end of the
taxable year are reasonably expected to be made to the Partner to the
extent that said distributions exceed offsetting increases to the
Partner's Capital Account (including allocations of the Qualified Income
Offset pursuant to Section 10.5 but excluding allocations of Minimum Gain
Chargeback pursuant to Section 10.4) that are reasonably expected to
occur during (or prior to) the taxable years in which such distributions
are reasonably expected to be made.
1.13 "Financing Proceeds" and "Sale Proceeds" are,
respectively, the proceeds from (1) any financing or refinancing of the
Property, and (2) any sale or disposition or taking (including, but not
limited to, the proceeds of any eminent domain proceeding) of the
Property. "Net Financing Proceeds" and "Net Sale Proceeds" are the
proceeds remaining from, respectively, the Financing Proceeds and Sale
Proceeds, after (a) the payment of (i) all costs and expenses (including
prepayment penalties) related thereto, and (ii) any capital expenditures
or other expenses for which such proceeds are used, (b) the satisfaction
of any debt being refinanced or discharged and any other debts or
liabilities of the Partnership for which the same is used, and (c) the
setting aside of any reserves therefrom deemed proper by the General
Partner in its sole discretion.
1.14 "Interest" or "Partnership Interest" means the
ownership interest of a Partner in the Partnership at any particular
time, including the right of such Partner to any and all benefits to
which such Partner may be entitled as provided in the Agreement and in
the Act, together with the obligations of such partner to comply with all
the terms and provisions of the Agreement and the Act.
1.15 "Mandatory Obligation" means the sum of (i) the amount
of a Partner's remaining contribution obligation (including the amount of
any Capital Account deficit such Partner is obligated to restore upon
liquidation) provided that such contribution must be made in all events
within ninety (90) days of liquidation of the Partner's interest as
determined under Treasury Regulation Section 1.704-1(b)(2)(ii)(g) and
(ii) such Partner's share of recourse debt of the Partnership.
1.16 "Minimum Gain" means the amount determined by
computing, with respect to each nonrecourse liability of the Partnership,
the amount of gain, if any, that would be realized by the Partnership if
it disposed of the Partnership property subject to such nonrecourse
liability in full satisfaction thereof in a taxable transaction, and then
by aggregating the amounts so determined. Such gain shall be determined
in accordance with Treasury Regulation Section 1.704-2(d). Each
Partner's share of Minimum Gain at the end of any taxable year of the
Partnership shall be determined in accordance with Treasury Regulation
Section 1.704-2(g)(l). Notwithstanding the foregoing, in the event the
Partnership incurs "partner nonrecourse debt" with respect to WR
Properties or a related person, appropriate adjustments shall be made to
conform to the requirements of the Treasury Regulations governing partner
nonrecourse debt. (Partner nonrecourse debt with respect to the Limited
Partner is prohibited hereunder by Section 8.3 below.)
1.17 "Minimum Return" for the applicable period means the
following:
(1) If the applicable period is prior to January 1, 1985,
the Minimum Return is an amount equal to 8% per annum of the contribution
or contributions made by Carlyle pursuant to Section 2.1A of the
Wright-Carlyle General Partnership Agreement (viz., the contributions in
the aggregate amount of $30,000,000) from the date or dates of such
contribution or contributions through the end of the applicable period.
For example, if the applicable period is the period from March 1, 1982
through December 31, 1984, the term of the Wright-Carlyle General
Partnership Agreement commences March 1, 1982, and the contributions made
by Carlyle under Section 2.1A of the Wright-Carlyle General Partnership
Agreement are $16,000,000 on March 1, 1982, $12,500,000 on
December 31, 1982, and $1,500,000 on January 4, 1983, then the Minimum
Return for such period is calculated as follows:
Relevant Period 8% Per Annum of
Date Amount (Between Contribution Contribution
of of and End of During Relevant
Contribution Contribution Applicable Period) Period
------------ ------------ ------------------ ---------------
03/01/82 $16,000,000 2 years, 306 days $3,633,096
12/31/82 $12,500,000 2 years, 1 day $2,002,740
01/04/83 $ 1,500,000 1 year, 362 days $ 239,014
----------
Minimum Return for 3/1/82 to 12/31/84 . . $5,874,850
----------
(2) If the applicable period is after December 31,
1984, the Minimum Return in an amount equal to (a) $2,400,000
per annum, plus (b) 8% per annum of the Accrued Account
Amount, from January 1, 1985 through the end of the
applicable period, reduced (but not below zero) by (c) 8% per
annum of all Net Financing Proceeds theretofore distributed
to Carlyle pursuant to Section 3.3B(1) of the Wright-Carlyle
General Partnership Agreement and to Carlyle and WR
Properties pursuant to Section 9.3A hereof, from the date or
dates of such distributions pursuant to said Section 3.3B(1)
of the Wright-Carlyle General Partnership Agreement or
Section 9.3A hereof to the end of the applicable period. For
example, if the applicable period is the period from January
1, 1985 through December 31, 1988, the Accrued Account Amount
equals $5,000,000, and the only distribution of Net Financing
Proceeds to Carlyle under Section 3.3B(1) of the
Wright-Carlyle General Partnership Agreement was in the
amount of $3,000,000 on January 1, 1987, then the Minimum
Return for such period is $10,960,000 calculated as follows:
$2,400,000 per annum
for 4 Years . . . . . . . . . . . . . .$ 9,600,000
8% per annum of Accrued Account
Amount ($5,000,000) for 4 Years . . . .$ 1,600,000
8% per annum of Section 3.3B(1) Distribution
($3,000,000) for 1 Year . . . . . . . .$ (240,000)
Minimum Return for 1/1/85 to 12/31/88 . .$10,960,000
1.18 "999 Third Avenue" means 999 Third Avenue,
Ltd., a Washington limited partnership, and its successors
and assigns as a partner hereof.
1.19 "Net Cash Receipts" means all cash funds
received by the Partnership (other than funds received as
capital contributions or loans or funds available upon the
dissolution of the Partnership) in excess of amounts required
for payment of all operating expenses and the repayment of
current liabilities of the Partnership and in excess of any
cash reserves which the General Partner, in its sole
discretion, deems to be necessary for the operation of the
business including, but not limited to, reserves for
contingent or unforeseen liabilities or obligations of the
Partnership.
1.20 "Net Income" or "Net Loss" means, for each
fiscal year, an amount equal to the Partnership's taxable
income or taxable loss under Section 703(a) of the Code
(including all items of income, gain, loss or deduction
required to be stated separately under Section 703(a)(1) of
the Code), with the following adjustments:
(a) the Partnership's income or gain exempt
from tax not otherwise taken into account in computing Net
Income or Net Loss;
(b) the Partnership's non-capitalized
expenditures described in Code Section 705(a)(2)(B) not
otherwise taken in account in computing Net Income or Net
Loss;
(c) amounts paid or incurred to organize the
Partnership or to promote the sale of Units to the extent
that an election under Code Section 709(b) has not been
properly made for such amounts and they are not otherwise
taken into account in computing Net Income or Net Loss;
(d) if the Partnership recognizes taxable
gain or loss from any disposition of any asset of the
Partnership, Net Income or Net Loss resulting from such
disposition shall be computed by reference to the Asset Value
of such asset, rather than by reference to the adjusted tax
basis of such asset; and
(e) deductions for depreciation, amortization
or cost recovery allowable with respect to an asset of the
Partnership under the Code shall not be taken into account in
determining Net Income or Net Loss but, in lieu thereof, an
amount shall be taken into account with respect to each asset
which bears the same ratio to the Asset Value of such asset
at the beginning of the fiscal year as the amount of the
depreciation, amortization or cost recovery deductions
allowable under the Code with respect to such asset for such
fiscal year bears to the adjusted tax basis of such asset at
the beginning of such fiscal year.
1.21 "Partnership" means the Limited Partnership
created and governed by the Agreement.
1.22 "Property" means the lessee's leasehold
interest in the land and all of the real and personal
property improvements comprising the 47 - story office
building located at 999 Third Avenue, Seattle, Washington and
known as "First Interstate Center," together with all rents,
income, receipts, revenues and profits arising out of any
leases, subleases or tenancies thereof.
2. Formation. The Partners hereby agree to convert
the Wright-Carlyle General Partnership to a limited
partnership and to operate as a limited partnership under the
terms and conditions set forth herein. Except as otherwise
provided herein, the rights and liabilities of the Partners
shall be governed by the Act.
3. Name. The name of the Partnership shall be
Wright-Carlyle Seattle Limited Partnership. The General
Partner may from time to time change the name of the
Partnership or adopt such trade or fictitious names as it may
determine to be appropriate.
4. Office: Agent for Service of Process. The
principal office of the Partnership shall be at 1191 Second
Avenue, Suite 2000, Seattle, Washington 98101. The
Partnership may maintain such other offices at such other
places as the General Partner may determine to be
appropriate. The agent for service of process for the
Partnership shall be FPS Corporate Services, Inc. at 1111
Third Avenue, Suite 3400, Seattle, Washington 98101 or such
other agent for service of process as designated by the
General Partner, provided that appropriate documents are
filed with the Secretary of State of Washington.
5. Purposes. The purpose of and the nature of the
business of the Partnership is restricted to owning,
maintaining, operating and selling the Property and to
engaging in all activities related thereto.
6. Term. The term of the Partnership shall commence
on the date of the filing of the Certificate of Limited
Partnership for the Partnership in the office of the
Washington Secretary of State, and shall continue until
December 31, 2030, unless sooner dissolved, wound up and
terminated in accordance with the provisions of this
Agreement and the Act.
7. Capital Contributions.
7.1 Capital Contributions. In connection with the
formation of the Partnership, the Partners shall contribute
their partnership interests in the Wright-Carlyle General
Partnership to the Partnership (immediately after the
transfers described in Recital B have taken place) in
exchange for Partnership Interests in the Partnership. Each
Partner shall be credited on the books of the Partnership
with a positive Capital Account balance equal to the net
value of such contributed partnership interests, established
in accordance with the liquidation priorities of the Wright-
Carlyle General Partnership, and applying the values
determined and utilized in the formation of WR Properties.
7.2 No Interest on Capital. No Partner shall be
entitled to receive interest on its Capital Contributions or
its Capital Account.
7.3 No Withdrawal of Capital. Except as otherwise
provided in this Agreement, no Partner shall have the right
to withdraw or demand a return of any or all of its capital.
7.4 Additional Capital.
(a) Except as otherwise provided for in Section 8
of this Agreement, WR Properties shall not be obligated to
make any additional capital contributions to the Partnership.
(b) The Limited Partner shall not be obligated to
make any additional capital contributions to the Partnership.
7.5 Capital Accounts.
(a) Establishment of Capital Accounts. The
Partnership shall establish and maintain a Capital Account
for each Partner in accordance with Treasury Regulations
issued under Code Section 704. The initial Capital Account
balance for each Partner shall be the amount of initial
Capital Contributions made by each Partner under Section 7.1
above. The Capital Account of each Partner shall be
increased to reflect (i) such Partner's cash contributions,
(ii) the Asset Value of property contributed by such Partner
(net of liabilities securing such contributed property that
the Partnership is considered to assume or take subject to
under Code Section 752), and (iii) such Partner's share of
Net Income (including all gain as calculated pursuant to
Section 1001 of the Code) of the Partnership. The Capital
Account of each Partner shall be reduced to reflect (a) the
amount of money and the fair market value of property
distributed to such Partner (net of liabilities securing such
distributed property that the Partner is considered to assume
or take subject to under Section 752), and (b) such Partner's
share of Net Loss.
(b) Adjustments.
(i) If the Asset Values of the Partnership's
assets are adjusted pursuant to Section 1.7(b), then the
Capital Accounts of all Partners shall also be adjusted as
though (a) there were a taxable disposition of the
Partnership's assets for their fair market value on the date
of such adjustment, (b) the resulting income, gain, loss or
deduction were allocated among the Partners in accordance
with the terms of this Agreement for allocating Net Income
and Net Loss (to the extent that such income, gain, loss or
deduction has not previously been reflected in the Capital
Accounts of the Partners) and (c) the Partners' distributive
share of depreciation, amortization and gain or loss with
respect to such asset were determined so as to take into
account the variation between the adjusted tax basis and the
fair market value of such assets in the same manner as such
variation is taken into account under Section 704(c) of the
Code.
(ii) If the Partnership distributes an asset
to a Partner in kind, and the fair market value of such asset
differs from its adjusted basis for federal income tax
purposes, the Capital Accounts of all Partners shall be
adjusted as though the Partnership had sold such asset for
its fair market value on the date of such distribution and
the resulting Net Income or Net Loss had been allocated to
the Partners in accordance with the terms of this Agreement
(to the extent such amounts had not previously been reflected
in the Partners' Capital Accounts).
(iii) If the Asset Value of the Property
differs from its adjusted basis for federal income tax
purposes, and Section 704(c) of the Code applies to such
Partnership Property, the Capital Accounts of the Partners
will be adjusted for allocations of depreciation or
amortization computed in accordance with Section 1.7(b) and
allocations of gain or loss computed in accordance with
Section 1.7(a) in the manner set forth in Treasury Regulation
Section 1.704-1(b)(2)(iv)(g).
7.6 Default. In the event any Partner shall fail
to contribute any cash or property when due hereunder, such
Partner shall remain liable therefore to the Partnership,
which may institute proceedings in any court of competent
jurisdiction in connection with which such Partner shall pay
the costs of such collection, including reasonable attorneys'
fees.
8. Financing and Additional Capital Contributions.
8.1 TIAA Loan. Immediately after the execution of
this Agreement, the Partnership is refinancing the existing
loan (the "Prudential Loan") secured by a first-lien mortgage
on the Property in favor of The Prudential Insurance Company
with a new loan (the "TIAA Loan") from Teachers Insurance and
Annuity Association ("TIAA"). The Partnership shall enter
into one or more mortgages encumbering the Property in
connection with the TIAA Loan, and the mortgage encumbering
the Property may secure the entire TIAA Loan. The TIAA Loan
will be in the original principal amount of approximately
$240,000,000 and will be secured by mortgages on several
other properties owned by affiliates of the General Partner.
8.2 Additional Capital Contribution. In
connection with TIAA Loan, the General Partner shall
contribute such funds as are necessary to pay in full the
Prudential Loan after applying to the Prudential Loan the
portion of the TIAA Loan allocated to the Property. The
Partnership shall pay the debt service on its allocable share
of the TIAA Loan, with the amount of such allocation to be
determined by the General Partner. The Limited Partner
hereby approves this refinancing, including the amount of
debt which may encumber the Property and the amount of debt
service which may be allocated to the Property. The General
Partner may also contribute such additional capital as may be
necessary for the Partnership to purchase the fee interest in
the land which has been leased to the Partnership and upon
which is situated the First Interstate Center. From and
after the date such purchase of the land by the Partnership
closes, all references to the Property shall include the fee
interest in such land.
8.3 Prohibition of Certain Nonrecourse Financing.
In no event shall the Partnership borrow on a nonrecourse
basis (within the meaning of Treasury Regulation Section
1.1001-2) pursuant to which the Limited Partner or person
related to the Limited Partner (within the meaning of
Treasury Regulation Section 1.752-4(b)) bears the economic
risk of loss (as defined under Treasury Regulation Section
1.752-2), whether because the Limited Partner or related
person is the creditor or a guarantor, or for any other
reason.
9. Distributions.
9.1 Distributions of Net Cash Receipts.
Distributions of Net Cash Receipts shall be made at such
times as the General Partner shall, in its sole discretion,
determine, provided that in no event shall distributions be
made to the Partners pursuant to Sections 9.1A(3), A(4) or
A(5) below unless both Partners consent to the making of such
distributions.
A. Net Cash Receipts for each calendar year or
portion of a calendar year occurring during the term hereof
shall be distributed as follows:
(1) First Level. 100% to WR Properties until
such time as the WR Properties has received distributions of
Net Cash Receipts pursuant to this Section 9.1A(1) in an
amount equal to its accrued, but unpaid, Additional Capital
Contribution Preferred Return;
(2) Second Level. 100% to WR Properties
until such time as the WR Properties has received
distributions of Net Cash Receipts pursuant to this
Section 9.1A(2) in an amount equal to its Adjusted Additional
Capital Contribution Amount;
(3) Third Level. 50.05% to Carlyle and
49.95% to WR Properties until such time as the Partners in
the aggregate have received distributions of Net Cash
Receipts in an amount equal to a sum which, when added to the
Net Cash Receipts theretofore (but after December 31, 1984)
received by Carlyle under Section 3.1A(1) of the
Wright-Carlyle General Partnership Agreement and Carlyle and
WR Properties pursuant to this Section 9.1A(3), equals the
Minimum Return from January 1, 1985 through the end of the
calendar year in which the current distribution is made.
(4) Fourth Level. WR Properties shall be
entitled to receive the balance, if any, of the Net Cash
Receipts, for each calendar year or portion of a calendar
year remaining after the distributions for such calendar year
under the First, Second and Third Levels above, until WR
Properties receives in such year under this Section 9.1A(4) a
non-cumulative amount equal to $400,000 per annum less the
sum of (a) an amount equal to 8% per annum of all Net
Financing Proceeds distributed to WR Properties pursuant to
Section 9.3C hereof and to 999 Third Avenue pursuant to
Section 3.3B(1) of the Wright-Carlyle General Partnership
Agreement prior to such calendar year, and (b) an amount
equal to 8% per annum of all Net Financing Proceeds
distributed to WR Properties pursuant to Section 9.3C hereof
during such calendar year calculated from the date or dates
of such distributions to the end of such calendar year.
(5) Fifth Level. The balance, if any, of the
Net Cash Receipts for each calendar year or portion of a
calendar year occurring during the term hereof remaining
after the distributions under the First, Second, Third and
Fourth Levels above, shall be distributed 74.975% to WR
Properties and 25.025% to Carlyle.
B. Distributions of Net Cash Receipts shall be
made in the order of the levels specified above, with the
entire amount payable under a level distributed before any
distribution is made under a lower level; provided, however,
that if the "Plan" for the particular calendar year delivered
pursuant to the Management Agreement and approved by the
Partners shows that there will be sufficient Net Cash
Receipts for such year for Carlyle and WR Properties to
receive the maximum amount that they can receive under
Section 9.1A(3) hereof and for WR Properties to receive an
amount under Sections 9.1A(1) and 9.1A(3) hereof, and the
actual Net Cash Receipts to the end of the particular
calendar month during such year are in accordance with such
Plan, and the Net Cash Receipts received by Carlyle and WR
Properties under Section 9.1A(3) hereof for the period from
the commencement of such year through the end of such
calendar month shall be equal to the "Proportionate Part" of
the maximum amount receivable under said Section 9.1A(3)
hereof, then there shall be distributed to WR Properties, out
of such Net Cash Receipts and prior to further distributions
of the same under any other subsection of Section 9.1A
hereof, an amount which does not exceed any undistributed
balance of the "Proportionate Part" of the Net Cash Receipts
which the Plan shows is to be received by WR Properties for
such year under Section 9.1A(4) hereof. However, any future
distributions of Net Cash Receipts to WR Properties shall be
reduced by the excess, if any, of the amount of Net Cash
Receipts for such year received by WR Properties by reason of
this subsection B over the Net Cash Receipts for such year to
which WR Properties is entitled according to the levels set
forth in subsection A above. "Proportionate Part" means a
fraction (1/12, 2/12, 3/12 . . . 11/12 or 12/12), the
numerator of which is the number of calendar months that have
elapsed in the particular calendar year to the end of the
particular calendar month, and the denominator of which is
12.
9.2 Distributions of Net Sale Proceeds.
A. Distributions of Net Sales Proceeds shall be
made at such times as the General Partner shall, in its sole
discretion determine. Except as provided in Section 17.4,
distributions of Net Sale Proceeds shall be made in the
following order of priority:
(1) First, 100% to WR Properties until such
time as the WR Properties has received distributions of Net
Sale Proceeds pursuant to this Section 9.2A(1) in an amount
equal to its accrued, but unpaid, Additional Capital
Contribution Preferred Return.
(2) Second, 100% to WR Properties until
such time as the WR Properties has received distributions of
Net Sale Proceeds pursuant to this Section 9.2A(2) in an
amount equal to its Adjusted Additional Capital Contribution
Amount.
(3) Third, in the event the distributions
theretofore made to Carlyle and WR Properties for any period
after December 31, 1984 pursuant to Section 9.1A(3) hereof
(and to Carlyle pursuant to Section 3.1(A)(1) of the
Wright-Carlyle General Partnership Agreement), plus the
amount of the prior distributions to Carlyle and WR
Properties of Net Sale Proceeds pursuant to this
Section 9.2A(3), (and to Carlyle pursuant to
subsection 3.2A(1) of the Wright-Carlyle General Partnership
Agreement) are less than an amount equal to the Minimum
Return from January 1, 1985 to the end of the calendar month
in which the current distribution of such Net Sale Proceeds
is made, then there shall first be distributed to Carlyle and
WR Properties out of such Net Sale Proceeds an amount equal
to such deficiency.
(4) The balance of the Net Sale Proceeds
remaining after the distributions pursuant to Sections
9.2A(1), 9.2A(2) and 9.2A(3) above shall be distributed as follows:
(a) First Level. The balance shall be
distributed 50.05% to Carlyle and 49.95% to WR Properties
until Carlyle and WR Properties have received under this
Section 9.2A(4)(a) a sum which, when added to the aggregate
distributions theretofore or then made to Carlyle and WR
Properties under Section 9.3 hereof and to Carlyle under
Section 3.3 of the Wright-Carlyle General Partnership
Agreement or under this Section 9.2A(4)(a), amounts in the
aggregate to $39,000,000 plus the Accrued Account Amount.
(b) Second Level. The balance, if any,
of the Net Sale Proceeds remaining after the distributions
pursuant to Sections 9.2A(1), 9.2A(2), 9.2A(3) and 9.2A(4)(a)
above shall be distributed to WR Properties until WR
Properties has received under this Section 9.2A(4)(b) a sum
which, when added to the aggregate distributions theretofore
or then made to WR Properties under Section 9.3 hereof or
under this Section 9.2A(3)(b), amounts in the aggregate to
$5,000,000.
(c) Third Level. The balance, if any,
of the Net Sale Proceeds remaining after the distributions
pursuant to Sections 9.2A(1), 9.2A(2), 9.2A(3), 9.2A(4)(a)
and 9.2A(4)(b) above shall be distributed 74.975% to WR
Properties and 25.025% to Carlyle.
B. The cash portion of the purchase price of the
Property or any part thereof, together with all installments
and payments of cash of or against any deferred portion of
such purchase price, shall be distributed in accordance with
the levels provided above, with each person or entity
entitled to payment under a level receiving the entire amount
of such cash until the sum payable under such level has been
discharged in cash.
9.3 Distributions of Net Financing Proceeds. Net
Financing Proceeds shall be distributed as follows:
A. First Level. 100% to WR Properties until
such time as the WR Properties has received distributions of
Net Financing Proceeds pursuant to this Section 9.3A in an
amount equal to its accrued, but unpaid, Additional Capital
Contribution Preferred Return.
B. Second Level. 100% to WR Properties
until such time as the WR Properties has received
distributions of Net Financing Proceeds pursuant to this
Section 9.3B in an amount equal to its Adjusted Additional
Capital Contribution Amount.
C. Third Level. To WR Properties and
Carlyle until such time as WR Properties and Carlyle have
received an amount equal to the sum of $44,000,000 and the
Accrued Account Amount in accordance with the following
percentages: the percentage to be received by Carlyle shall
be determined by dividing (a) $19,519,500 plus the Accrued
Account Amount by (b) the sum of $44,000,000 and the Accrued
Account Amount; and the percentage to be received by WR
Properties shall be determined by dividing (x) $24,480,500 by
(y) the sum of $44,000,000 and the Accrued Account Amount.
D. Fourth Level. The balance, if any, of
such Net Financing Proceeds remaining after the distributions
under the First Level above shall be distributed 74.975% to
WR Properties and 25.025% to Carlyle.
10. Allocation of Net Income and Net Loss.
10.1 Allocation of Net Loss. The Partnership shall
allocate all Net Loss of the Partnership to WR Properties.
10.2 Allocation of Net Income. Except as otherwise
provided in this Section 10, the Partnership shall allocate
all Net Income among the Partners as follows:
(a) First, to WR Properties until a cumulative
amount of Net Income has been allocated pursuant to this
Section 10.2(a) equal to the cumulative amount of Net Loss
that has been allocated to WR Properties pursuant to Section
10.1;
(b) Second, to WR Properties until a cumulative
amount of Net Income has been allocated pursuant to this
Section 10.2(b) equal to the cumulative amount of the
Additional Capital Contribution Preferred Return which has
accrued from the date of this Agreement through the end of
the taxable year with respect to which such allocation is
made;
(c) Third, among the Partners in proportion to
their respective Unallocated Profit Distributions. Each
Partner's "Unallocated Profit Distributions" shall be equal
to the excess, if any, of the aggregate distributions
received by such Partner pursuant to Section 9.1, 9.2 and 9.3
over the sum of (i) such Partner's Capital Contributions
pursuant to Sections 7.1, 7.4 and 8.2, and (ii) the excess of
Net Income over Net Loss previously allocated to such Partner
pursuant to any provision of this Agreement (including
allocations made pursuant to Sections 10.3 through 10.5); and
(d) Thereafter, any remaining Net Income shall be
allocated among the Partners 74.975% to WR Properties and
25.025% to Carlyle, provided that, except as required by
Sections 10.3 through 10.5, in no event shall the Limited
Partner be allocated Net Income for any year pursuant to
Sections 10.2(c) and (d) in excess of the amount of Net Cash
Receipts distributed to the Limited Partner during such year.
10.3 Minimum Gain Chargeback. If there is a net
decrease in Minimum Gain during a taxable year of the
Partnership, then notwithstanding any other provision of this
Section 10 or Section 17.3, all Partners with deficit Deemed
Capital Account balances at the end of such year shall be
allocated the Minimum Gain Chargeback (as defined below) for
such year (and succeeding taxable years to the extent
necessary) in such amounts and proportions as is needed to
eliminate such deficits as quickly as possible. The Minimum
Gain Chargeback shall consist (i) first of gains recognized
from the disposition of such items of property, and (ii) then
a pro rata portion of the Partnership's other items of gross
income and gain for that year.
10.4 Qualified Income Offset. If at the end of any
taxable year and after operation of Section 10.3, any Partner
shall have a negative balance in its Deemed Capital Account,
then notwithstanding anything contained in this Section 10 or
Section 17.3, there shall be reallocated to each Partner with
a negative balance in its Deemed Capital Account (determined
after the allocation of income, gain or loss for such year)
each item of Partnership gross income (unreduced by any
deductions) and gain in proportion to such negative balances
until the Deemed Capital Account for each such Partner is
increased to zero.
10.5 Fractions Rule. Notwithstanding anything to
the contrary in this Agreement, all allocations under this
Agreement shall be made only to the extent that, and shall be
adjusted insofar as may be required so that, the
Partnership's allocations satisfy the requirements of Code
Section 514(c)(9)(E) (including Code section
514(c)(9)(E)(i)(II)), applicable Regulations promulgated
thereunder, and any other administrative guidelines or
pronouncements thereunder, taking into account all
circumstances, including, but not limited to, the admission
to WR Properties of Mellon Bank, N.A. as trustee for First
Plaza Group Trust.
10.6 Deficit Capital Accounts at Liquidation. No
Limited Partner shall have any obligation at any time to
restore a deficit balance in its Capital Account. If
following a liquidation of the General Partner's interest as
determined under Treasury Regulation Section 1.704-
1(b)(2)(ii)(g), the General Partner has a deficit balance in
its Capital Account after the allocation of Net Income and
Net Loss pursuant to Section 17.3 and all other adjustments
have been made to the General Partner's Capital Account with
respect to the Partnership's operations and liquidation, then
the General Partner shall make a cash capital contribution to
the Partnership, on or before the end of the Partnership
taxable year during which such liquidation occurs (or, if
later, within 90 days after the date of such liquidation), in
an amount equal to such deficit balance. The capital
contribution of the General Partner made pursuant to the
preceding sentence shall, upon liquidation of the
Partnership, be paid to creditors of the Partnership or
distributed to other Partners in accordance with their
positive Capital Account balances.
11. Partnership Expenses. The Partnership shall pay,
and the General Partner shall be reimbursed for, all costs
and expenses of the Partnership, which may include, but are
not limited to:
(a) All organizational expenses incurred in the
formation of the Partnership;
(b) All costs of personnel employed by the
Partnership;
(c) All costs reasonably related to the conduct of
the Partnership's day to day business affairs, including, but
without limitation, the cost of supplies, utilities, taxes,
license fees, and services contracted from third parties;
(d) All costs of borrowed money, taxes and
assessments on the Property, and other taxes applicable to
the Partnership;
(e) Legal, audit, accounting, brokerage and other
fees;
(f) Printing and other expenses and taxes incurred
in connection with the issuance, distribution, transfer,
registration and recording of documents evidencing ownership
of an interest in the Partnership or in connection with the
business of the Partnership;
(g) Fees and expenses paid to contractors,
mortgage bankers, brokers and services, leasing agents,
consultants, on site managers, real estate brokers, insurance
brokers and other agents, including affiliates of the General
Partner;
(h) Expenses in connection with the acquisition,
preparation, design, planning, construction, development,
disposition, replacement, alteration, repair, remodeling,
refurbishment, leasing, financing and refinancing and
operation of the Property (including the costs and expenses
of legal and accounting fees, insurance premiums, real estate
brokerage and leasing commissions and of maintenance of the
Property);
(i) The cost of insurance obtained in connection
with the business of the Partnership;
(j) Expenses of revising, amending, converting,
modifying or terminating the Partnership;
(k) Expenses in connection with distributions made
by the Partnership to, and communications and bookkeeping and
clerical work necessary in maintaining relations with the
Limited Partner;
(l) Expenses in connection with preparing and
mailing reports required to be furnished to the Limited
Partner for investment, tax reporting or other purposes which
the General Partner deems appropriate;
(m) Costs incurred in connection with any
litigation, including any examinations or audits by
regulatory agencies; and
(n) Costs of preparation and dissemination of
informational material and documentation relating to
potential sale, refinancing or other disposition of the
Property.
12. Powers, Rights and Obligations of General Partner.
12.1 General Authority and Powers of General
Partner. Except as provided in Section 12.7 and subject to
Section 20.6, the General Partner shall have the exclusive
right and power to manage, operate and control the
Partnership and to do all things and make all decisions
necessary or appropriate to carry on the business and affairs
of the Partnership. The authority of the General Partner
shall include, but shall not be limited to the following:
(a) To spend the capital and revenues of the
Partnership;
(b) To manage, sell, develop, improve, operate and
dispose of the Property;
(c) To employ persons, firms and/or corporations
for the operation and management of the Partnership's
business and for the operation and development of the
Property, including but not limited to sales agents,
management agents, architects, engineers, contractors,
attorneys and accountants;
(d) To acquire, lease and sell personal and/or
real property, including without limitation the purchase of
land described in Section 8 above, and to hire and fire
employees, and to do all other acts necessary, appropriate,
or helpful for the operation of the Partnership business;
(e) To execute, acknowledge and deliver any and
all instruments to effectuate any of the foregoing powers and
any other powers granted the General Partner under the laws
of the state of Washington or other provisions of this
Agreement;
(f) To enter into and to execute agreements for
employment or services, as well as any other agreements and
all other instruments the General Partner deems necessary or
appropriate to operate the Partnership's business and to
operate and dispose of the Property or to effectively and
properly perform its duties or exercise its powers hereunder;
(g) To borrow money on a secured or unsecured
basis from individuals, banks and other lending institutions
to refinance the Property, to meet other Partnership
obligations, provide Partnership working capital and for any
other Partnership purpose, and to execute promissory notes,
mortgages, deeds of trust and assignments of the Property,
and such other security instruments as a lender of funds may
require to secure repayment of such borrowings; provided,
that no individual, bank or other lending institution to
which the General Partner applies for a loan shall be
required to inquire as to the purpose for which such loan is
sought, and as between the Partnership and such individual,
bank or other lending institution it shall be conclusively
presumed that the proceeds of such loan are to be, and will
be, used for purposes authorized under the terms of this
Agreement, provided, however, that the General Partner shall
be required to obtain the consent of the Limited Partner for
any refinancing that does not meet the refinancing parameters
set forth in Exhibit F to the Letter Re Sale/Option and
Partnership Amendment Agreement dated as of May 15, 1994;
(h) To enter into such agreements and contracts
with parties and to give such receipts, releases and
discharges, with respect to the business of the Partnership
as the General Partner deems advisable or appropriate;
(i) To purchase, at the expense of the
Partnership, such liability and other insurance as the
General Partner, in its sole discretion, deems advisable to
protect the Partnership's Property and business; however, the
General Partner shall not be liable to the Partnership or the
Limited Partner for failure to purchase any insurance; and
(j) To sue and be sued, complain, defend, settle
and/or compromise, with respect to any claim in favor of or
against the Partnership, in the name and on behalf of the
Partnership.
12.2 Time Devoted to Partnership; Other Ventures.
The General Partner shall devote so much of its time to the
business of the Partnership as in its judgment the conduct of
the Partnership's business reasonably requires. The General
Partner may engage in business ventures and activities of any
nature and description independently or with others, whether
or not in competition with the business of the Partnership,
and shall have no obligation to disclose business
opportunities available to it, and neither the Partnership
nor the Limited Partner shall have any rights in and to such
independent ventures and activities or the income or profits
derived therefrom by reason of its acquisition of interests
in the Partnership.
12.3 Liability of General Partner to Limited
Partner and Partnership. In carrying out its duties and
exercising the powers hereunder, the General Partner shall
exercise reasonable skill, care and business judgment. The
General Partner shall not be liable to the Partnership or the
Limited Partner for any act or omission performed or omitted
by it in good faith pursuant to the authority granted to it
by this Agreement as a General Partner or Tax Matters Partner
unless such act or omission constitutes gross negligence or
willful misconduct by such General Partner.
12.4 Indemnification. The Partnership shall
indemnify and hold harmless the General Partner from any loss
or damage, including attorneys' fees actually and reasonably
incurred by it, by reason of any act or omission performed or
omitted by it on behalf of the Partnership or in furtherance
of the Partnership's interests or as Tax Matters Partner;
however, such indemnification or agreement to hold harmless
shall be recoverable only out of the assets of the
Partnership and not from the Limited Partners. The foregoing
indemnity shall extend only to acts or omissions performed or
omitted by the General Partner in good faith and in the
belief that the acts or omissions were in the Partnership's
interest or not opposed to the best interests of the
Partnership.
12.5 Fiduciary Responsibility. The General Partner
shall have a fiduciary responsibility for the safekeeping and
use of all funds and assets of the Partnership, and all such
funds and assets shall be used in accordance with the terms
of this Agreement. The General Partner shall not be
permitted to loan Partnership funds to itself or to any of
its affiliates.
12.6 Contracts with the General Partner.
(a) All Partners recognize that the
Partnership will enter into agreements from time to time with
the General Partner or its affiliates for services in
connection with development, construction, and operation of
the Property. In particular, the Partners acknowledge that
the Partnership shall continue to contract with Wright
Runstad Associates L.P., a Washington limited partnership,
for the management of the Property and shall enter into a
management agreement with Wright Runstad Associates L.P. upon
terms and conditions not more favorable to the manager than
the terms and conditions for management of major office
properties by such parties in the greater Seattle area.
(b) With respect to any other agreement
between the Partnership and the General Partner, or its
affiliates, the Partners hereby agree that:
(i) Such agreements shall provide for
normal and competitive fees to be paid by the Partnership,
representing reasonable profit and overhead allowances to the
contracting parties, and shall be subject to terms and
conditions not more favorable to the General Partner or its
affiliates than terms and conditions for similar agreements
with nonaffiliated parties;
(ii) Such agreements shall not require the
specific approval of the Limited Partner;
(iii) Such agreements may be amended from
time to time by change order or otherwise, as the General
Partner shall determine reasonable in the conduct of the
Partnership business, whether or not such agreements or any
prior amendments thereto have been approved by the Limited
Partner;
(iv) The duty of the General Partner to the
Partnership and to the Limited Partner with respect to the
negotiation, execution, delivery, administration, amendment
and termination of such agreements shall be to act in good
faith and in a commercially reasonable manner as established
by applicable usages of trade; and
(v) The foregoing provisions are
specifically included herein for the benefit of the
Partnership and all the Partners to enable the Partnership to
operate efficiently and expeditiously, consistent with the
standards set forth.
12.7 Restrictions on Certain Partnership Decisions.
The following Partnership decisions shall require the written
consent of the Limited Partner and the unanimous approval of
the board of directors of the manager of the general partner
of the General Partner:
(a) The dissolution and winding up of the
Partnership;
(b) The sale, exchange or other transfer
of all or substantially all the assets of the Partnership;
(c) The merger or consolidation of the
Partnership with or into any other entity;
(d) The incurrence of any indebtedness or
other liabilities except for (i) indebtedness described in
Section 8 hereof, and (ii) other indebtedness or liabilities
incurred in connection with and relating to the ownership and
operation of the Property, provided that the Limited Partner
does not have any personal liability for such other
indebtedness or liabilities;
(e) The commencement by the Partnership of
a voluntary case under the federal bankruptcy laws or any
other applicable bankruptcy or insolvency laws, or the
application for or consent to the appointment of a receiver,
trustee, liquidator or custodian of the Partnership or the
Property;
(f) The settlement of any lawsuit or
claims that would impose any personal liability on Carlyle
Seattle Associates as a Limited Partner or in its previous
capacity as a general partner in the Wright-Carlyle General
Partnership;
(g) Take any action that would impose
personal liability on the Limited Partner; or
(f) A change in the purpose of or nature
of the business of the Partnership or the acquisition of any
additional real property, other than the acquisition by the
Partnership of a fee interest in the land which has been
leased to the Partnership and upon which is situated the
First Interstate Center.
13. Status of Limited Partner.
13.1 No Participation in Management. Except as
specifically provided in Section 12.7 herein, no Limited
Partner shall take part in the conduct or control of the
Partnership's business or the management of the Partnership,
or have any right or authority to act for or on the behalf
of, or otherwise bind, the Partnership.
13.2 Limitation of Liability. No Limited Partner
shall have, solely by virtue of his status as a Limited
Partner in the Partnership, any personal liability whatever,
whether to the Partnership, to any Partners or to the
creditors of the Partnership, for the debts or obligations of
the Partnership or any of its losses beyond the amount
committed by him to the capital of the Partnership.
13.3 Death or Incapacity of Limited Partner. The
death, legal incapacity, dissolution, termination, merger,
consolidation or bankruptcy of a Limited Partner shall not
cause a dissolution of the Partnership, but the rights of
such Limited Partner shall not cause a dissolution of the
Partnership, but the rights of such Limited Partner to share
in the Net Income and Net Loss of the Partnership, to receive
distributions from the Partnership and to assign an interest
in the Partnership pursuant to Section 15.3 hereof shall, on
the happening of such an event, devolve upon such Limited
Partner's executor, administrator, guardian, conservator, or
other legal representative or successor, as the case may be,
subject to the terms and conditions of this Agreement, and
the Partnership shall continue as a limited partnership.
However, in any such event such legal representative or
successor, or any assignee of such legal representative or
successor shall be admitted to the Partnership as a Limited
Partner only in accordance with and pursuant to all of the
terms and conditions of Section 15.4 hereof.
13.4 Recourse of Limited Partner. The Limited
Partner shall look solely to the assets of the Partnership
for all distributions with respect to the Partnership and his
Capital Contribution thereto and share of Net Income and Net
Loss thereof and shall have no recourse therefor, upon
dissolution or otherwise, against the General Partner.
13.5 No Right to Property. No Limited Partner,
regardless of the nature of his contributions to the capital
of the Partnership, shall have any right to demand or receive
any distribution from the Partnership in any form other than
cash, upon dissolution or otherwise.
14. Books and Records, Accounting, Reports and
Statements and Tax Matters.
14.1 Books and Records. The General Partner shall,
at the expense of the Partnership, keep and maintain, or
cause to be kept and maintained, the books and records of the
Partnership on the same method of accounting as utilized for
federal income tax purposes.
14.2 Annual Accounting Period. All books and
records of the Partnership shall be kept on the basis of an
annual accounting period ending December 31 of each year,
except for the final accounting period which shall end on the
date of termination of the Partnership. All references
herein to the "fiscal year of the Partnership" are to the
annual accounting period described in the preceding sentence,
whether the same shall consist of twelve months or less.
14.3 General Partner's Reports to Limited Partner.
The General Partner shall send at Partnership expense to the
Limited Partner the following:
(a) Within seventy-five (75) days after the
end of each fiscal year of the Partnership, such information
as shall be necessary for the preparation by such Partner of
his federal income tax return which shall include a
computation of the distributions to such Partner and the
allocation to such Partner of Net Income or Net Loss, as the
case may be; and
(b) Within one hundred twenty (120) days
after the end of each fiscal quarter of the Partnership, a
quarterly report, which shall include:
(i) A balance sheet;
(ii) A statement of income and expenses;
(iii) A statement of changes in Partners'
capital; and
(iv) A statement of the balances in the
Capital Accounts of the Partners.
14.4 Right to Examine Records. The Limited Partner
shall be entitled, upon written request directed to the
Partnership, to review the records of the Partnership at all
reasonable times and at the location where such records are
kept by the Partnership.
14.5 Tax Matters Partner. Should there be any
controversy with the Internal Revenue Service or any other
taxing authority involving the Partnership, the General
Partner may expend such funds as it deems necessary and
advisable in the interest of the Partnership to resolve such
controversy satisfactorily, including, without being limited
thereto, attorneys' and accounting fees. The General Partner
is hereby designated as the "Tax Matters Partner" as referred
to in Section 6231(a)(7)(A) of the Code, and is specially
authorized to exercise all of the rights and powers now or
hereafter granted to the Tax Matters Partner under the Code.
The Limited Partner shall continue to function as the tax
matters partner with respect to all taxable years of the
General Partnership.
Any cost incurred in the audit by any governmental
authority of the income tax returns of a Partner (as opposed
to the Partnership) shall not be a Partnership expense. The
General Partner agrees to consult with and keep the Limited
Partner advised with respect to any income tax audit of a
Partnership income tax return, and the Limited Partner shall
have the right to review and approve any compromise or
settlement concerning income tax audits, provided that such
approval shall not be unreasonably withheld.
14.6 Tax Returns. The General Partner shall, at
Partnership expense, cause the Partnership to prepare and
file a United States Partnership Return of Income and all
other tax returns required to be filed by the Partnership for
each fiscal year of the Partnership. The Limited Partner
shall have the right to review and approve such return, which
approval shall not be unreasonably withheld.
14.7 Tax Elections and Other Matters. The General
Partner shall be permitted in its discretion to determine
whether the Partnership should make an election pursuant to
Section 754 of the Code to adjust the basis of the assets of
the Partnership. Each of the Partners will, upon request,
supply any information necessary to properly give effect to
any such election. In addition, the General Partner, with
the consent of the Limited Partner (which consent shall not
be unreasonably withheld) shall be authorized to cause the
Partnership to make and revoke any other elections for
federal income tax purposes as it deems appropriate,
necessary, or advisable. The General Partner shall, in its
sole discretion, allocate Partnership liabilities (solely for
federal income tax purposes) in an manner that is consistent
with the Treasury Regulations and the economic interests of
the Partners.
15. Transfers of Limited Partnership Interests;
Withdrawal and Admission of Limited Partners.
15.1 General Prohibition. The Limited Partner may
not voluntarily or involuntarily, directly or indirectly,
sell, transfer, assign, pledge or otherwise dispose of, or
mortgage, pledge, hypothecate or otherwise encumber, or
permit or suffer any encumbrance of, all or any part of his
interest in the Partnership, except as provided in this
Section 15. Any other purported sale, transfer, assignment,
pledge or encumbrance shall be null and void and of no force
or effect whatsoever.
15.2 No Withdrawal of Limited Partner. No Limited
Partner shall have the right to withdraw from the Partnership
except as otherwise provided in this Agreement.
15.3 Transfers by Limited Partner.
(a) Subject to any restrictions on
transferability required by law or contained elsewhere in
this Agreement, the Limited Partner may transfer its entire
interest in the Partnership upon satisfaction of the
following conditions:
(i) The transfer shall be approved by the
unanimous affirmative vote of the board of directors of the
manager of the general partner of the General Partner;
(ii) The transferor and transferee shall
have executed and acknowledged such reasonable and customary
instruments as the General Partner may deem necessary or
desirable to effect such transfer; and
(iii) The transfer does not violate any
applicable law or governmental rule or regulation, including
without limitation any federal or state securities laws.
(b) At the time of a transfer of any Limited
Partner's interest, whether or not such transfer is made in
accordance with this Section 15.3, all the rights possessed
as a Limited Partner in connection with the transferred
interest, which rights otherwise would be held either by the
transferor or the transferee, shall terminate against the
Partnership unless the transferee is admitted to the
Partnership as a substitute Limited Partner pursuant to the
provisions of Section 15.4 hereof; provided, however, that if
the transfer is made in accordance with this Section 15.3,
such transferee shall be entitled to receive distributions to
which his transferor would otherwise be entitled from and
after the effective date of such transfer, which date shall
be specified by the General Partner and shall be no later
than the last day of the calendar month following the first
calendar month during which the General Partner has received
notice of the transfer and all conditions precedent to such
transfer provided for in this Agreement have been satisfied.
The Partnership and the General Partner shall be entitled to
treat the transferor as the recognized owner of such
interests until such effective date and shall incur no
liability for distributions made in good faith to the
transferor prior to the effective date.
(c) Notwithstanding any other provision of
this Agreement, the Limited Partner may not transfer its
interest in any case if such a transfer, when aggregated with
all other transfers within a twelve (12) month period, would
cause the termination of the Partnership as a partnership for
federal income tax purposes pursuant to Section 708 of the
Code, unless such transfer has been previously approved by
the General Partner.
15.4 Admission of Transferees as Limited Partners.
(a) No transferee of a Limited Partner shall
be admitted as a Limited Partner unless all of the following
conditions have been satisfied:
(i) The transfer complies with
Section 15.3;
(ii) The further written consent of the
General Partner (authorized by the unanimous affirmative vote
of the board of directors of the manager of the general
partner of the General Partner) to such transferee being
admitted as Limited Partner is first obtained, which consent
may be arbitrarily withheld;
(iii) The prospective transferee has
executed an instrument, in form and substance satisfactory to
the General Partner, accepting and agreeing to be bound by
all the terms and conditions of this Agreement, including the
power of attorney set forth in Article 19 hereof, and has
paid all expenses of the Partnership in effecting the
transfer;
(iv) All requirements of the Act regarding
the admission of a transferee Limited Partner have been
complied with by the transferee, the transferring Limited
Partner, and the Partnership; and
(v) Such transfer is effected in
compliance with all applicable state and federal securities
laws.
(b) In the event of a transfer complying with
all the requirements of Section 15.3 hereof and the
transferee being admitted as a Limited Partner pursuant to
this Section 15.4, the General Partner, for itself and for
each Limited Partner pursuant to the Power of Attorney
granted by each Limited Partner pursuant to the Power of
Attorney granted by each Limited Partner, shall execute an
amendment to this Agreement and file an amended certificate
for the Partnership. Unless named in this Agreement, as
amended from time to time, no person shall be considered a
Partner; and the Partnership, each Partner, and any other
person having business with the Partnership need deal only
with Partners so named and shall not be required to deal with
any other person by reason of a transfer by, or by reason of
the death of, a Partner, except as otherwise expressly
provided herein.
16. Transfers of General Partnership Interests;
Withdrawal and Admission of General Partner.
16.1 No Withdrawal of the General Partner. The
General Partner shall have no right to withdraw from the
Partnership except as otherwise provided in this Agreement.
16.2 Death or Incompetency of General Partner. A
General Partner shall cease to be a general partner of the
Partnership upon the death, bankruptcy, dissolution, or
adjudication of incompetency of such General Partner.
16.3 Transfer by General Partner; Admission of
Additional or Successor General Partner. The General Partner
may not transfer its interest as a general partner, or any
part thereof, to a third party and no additional or successor
general partner(s) shall be admitted to the Partnership,
except as follows:
(a) With the consent of the Limited Partner
and upon the unanimous affirmative vote of the board of
directors of the manager of the general partner of the
General Partner, the General Partner may at any time
designate one or more persons to be successors to the General
Partner or to be an additional general partner, in each case
with such participation in the General Partner's interest as
the General Partner and such successor or additional general
partner or general partners may agree upon. In the event
that one or more general partners shall be so designated and
approved, this Agreement shall be appropriately amended to
provide for the participation of such additional or successor
general partner or general partners.
(b) Nothing herein shall prohibit the
assignment, pledge or other grant of a security interest in a
General Partner's interest in profits and surplus and its
right to participate in the management of the Partnership and
in all revenues, fees, distributions and other amounts
payable to the General Partner by the Partnership, as
collateral for any loan, and, in connection therewith, a
General Partner may permit a creditor to require information
and accounting of Partnership transactions and to inspect
Partnership books, and nothing herein shall restrict any
creditor's rights with respect to such security interest,
including any secured collateral realization procedures.
(c) Notwithstanding any other provision of
this Agreement, the General Partner may not transfer its
interest in any case if such transfer, when aggregated with
all other transfers within a twelve (12) month period, would
cause the termination of the Partnership as a partnership for
federal income tax purposes pursuant to Section 708 of the
Code unless such transfer shall be approved by the Limited
Partner.
17. Dissolution, Winding Up and Termination.
17.1 Events Causing Dissolution. The Partnership
shall be dissolved and its affairs shall be wound up upon the
happening of the first to occur of any of the following
events:
(a) Expiration of the term of the Partnership
stated in Section 6 hereof;
(b) Subject to Section 12.7, entry of a
decree of judicial dissolution pursuant to the Act;
(c) Subject to Section 12.7, the sale or
other disposition of all or substantially all of the assets
of the Partnership; or
(d) The death, bankruptcy, dissolution or
adjudication of incompetency of a General Partner, unless:
(i) At the time of the occurrence of any
of such events there is at least one other General Partner,
in which case the business of the Partnership shall be
carried on by the remaining General Partner(s); or
(ii) Within ninety (90) days of the
occurrence of any such event, all remaining Partners agree in
writing to continue the business of the Partnership and to
the appointment of one or more general partners which shall
succeed to all of the management rights and responsibilities
of the General Partner hereunder.
In the event the business of the Partnership is carried on
pursuant to (i) or (ii) above, the interest of the deceased,
bankrupt, dissolved or incompetent General Partner in Net
Income and Net Loss, and its Capital Account shall be
converted to a limited partner interest but shall otherwise
be maintained and continued.
17.2 Winding Up. Upon dissolution of the
Partnership for any reason, the General Partner shall
commence to wind up the affairs of the Partnership and to
liquidate its assets. The General Partner shall have the
full right and unlimited discretion to determine the time,
manner and terms of any sale or sales of Partnership property
pursuant to such liquidation. Pending such sales, the
General Partner shall have the right to continue to operate
or otherwise deal with the assets of the Partnership. A
reasonable time shall be allowed for the orderly winding up
of the business of the Partnership and the liquidation of its
assets and the discharge of its liabilities to creditors so
as to enable the General Partner to minimize the normal
losses attendant upon a liquidation, having due regard to the
activity and condition of the relevant markets for the
Partnership properties and general financial and economic
conditions. Any Partner may be a purchaser of any properties
of the Partnership upon liquidation of the Partnership's
assets, including, without limitation, any liquidation
conducted pursuant to a judicial dissolution or otherwise
under judicial supervision; provided, however, that the
purchase price and terms of sale are fair and reasonable to
the Partnership.
17.3 Allocation of Net Income and Net Loss Upon
Termination or Sale. Subject to the provisions of Section
10.3 through 10.5 above, All Net Income and Net Loss upon
dissolution of the Partnership or from sale or other
disposition of all or substantially all of the Property,
shall be allocated as follows:
(a) Net Loss shall be allocated to WR Properties.
(b) Net Income shall be allocated as follows:
(1) First, to the Limited Partner in the
amount of its negative Capital Account, if any, until its
Capital Account is increased to zero;
(2) Second, to WR Properties in the amount of
its negative Capital Account, if any, until its Capital
Account is increased to zero;
(3) Third, 100% to WR Properties until its
Capital Account balance equals the sum of the amounts
specified in Sections 9.2A(1) and (2);
(4) Fourth, among Carlyle and WR Properties
in the amounts and proportions necessary, if any, to increase
Carlyle's Capital Account to the amount specified for it in
Section 9.2A(3) and to increase WR Properties' Capital
Account to equal the sum of the amounts specified for it in
Sections 9.2A(1), (2) and (3);
(5) Fifth, among Carlyle and WR Properties in
the amounts and proportions necessary, if any, to increase
Carlyle's Capital Account to equal the sum of the amounts
specified for it in Sections 9.2A(3) and (4)(a), and to
increase WR Properties' Capital Account to equal the sum of
the amounts specified for it in Sections 9.2A(1), (2), (3)
and (4)(a);
(6) Sixth, among Carlyle and WR Properties in
the amounts and proportions necessary, if any, to increase
Carlyle's Capital Account to equal the sum of the amounts
specified for it in Sections 9.2A(3), (4)(a) and 4(b), and to
increase WR Properties' Capital Account to equal the sum of
the amounts specified for it in Sections 9.2A(1), (2), (3),
(4)(a) and (4)(b);
(7) Thereafter, among all remaining amounts
of Net Income shall be allocated 74.975% to WR Properties and
25.025% to Carlyle.
17.4 Distributions. Prior to making distributions
in dissolution to the Partners, the General Partner shall
first pay or make provision for all debts and liabilities of
the Partnership and all expenses of liquidation. Subject to
the right of the General Partner to set up such cash reserves
as it may deem reasonably necessary for any contingent or
unforeseen liabilities or obligations of the Partnership, the
proceeds of liquidation and any other funds of the
Partnership shall be distributed as follows:
(a) To the Partners in proportion to their Capital
Account balances, as adjusted by the allocations provided for
in Section 17.3;
(b) It is intended and anticipated that the amount
of cash distributable upon a termination or dissolution of
the Partnership should equal the sum of the Partners' Capital
Accounts, after adjustment of such balances in accordance
with Sections 10 and 17.3, and that, therefore, all cash will
be distributable under Section 17.4(a). If, however, there
is any remaining amount to distribute, such balance shall be
distributed to the Partners in proportion to their Percentage
Interests.
17.5 Certificate of Cancellation; Report;
Termination. Upon the dissolution and commencement of
winding up of the Partnership, the General Partner shall
execute and file a certificate of cancellation of the
Partnership. Within a reasonable time following the
completion of the liquidation of the Partnership's assets,
the General Partner shall prepare and furnish to each
Partner, at the expense of the Partnership, a statement which
shall set forth the assets and liabilities of the Partnership
as of the date of complete liquidation and the amount of each
Partner's distribution pursuant to Section 17.4 hereof. Upon
completion of the liquidation and distribution of all
Partnership funds, the Partnership shall terminate and the
General Partner shall have the authority to execute and file
all documents required to effectuate the termination of the
Partnership.
18. Special and Limited Power of Attorney.
(a) The General Partner, with full power of
substitution, shall at all times during the existence of the
Partnership have a special and limited power of attorney as
the authority to act in the name and on the behalf of the
Limited Partner to make, execute, swear to, verify,
acknowledge and file the following documents and any other
documents deemed by the General Partner to be necessary for
the business of the Partnership:
(i) This Agreement, any separate certificates
of limited partnership, fictitious business name statements,
as well as any amendments to the foregoing which, under the
laws of any state, are required to be filed or which the
General Partner deems it advisable to file;
(ii) Any other instrument or document which
may be required to be filed by the Partnership under the laws
of any state or by an governmental agency, or which the
General Partner deems it advisable to file; and
(iii) Any instrument or document which may be
required to effect the continuation of the Partnership, the
admission of a General or Limited Partner, the transfer of a
Partnership Interest, or the dissolution and termination of
the Partnership (provided such continuation, admission or
dissolution and termination are in accordance with the terms
of this Agreement), or to reflect any increases or reductions
in amount of contributions of Partners.
(b) The special and limited power of attorney
granted to the General Partner:
(i) Is a special and limited power of
attorney coupled with an interest, is irrevocable, shall
survive the death or incompetency of the granting Limited
Partner, and is limited to those matters herein set forth;
(ii) May be exercised by the General Partner
for the Limited Partner by listing the Limited Partners
executing any instrument with a single signature acting as
attorney-in-fact for all of them;
(iii) Shall survive a transfer by a Limited
Partner of such Limited Partner's interest in the Partnership
pursuant to Section 15.3 hereof for the sole purpose of
enabling the General Partner to execute, acknowledge and file
any instrument or document necessary or appropriate to admit
a transferee as a Limited Partner; and
(iv) Notwithstanding the foregoing, in the
event that the General Partner ceases to be a General Partner
in the Partnership, the power of attorney granted by this
Section 18 shall terminate immediately with respect to such
General Partner.
19. Amendments. Except as otherwise provided by law,
this Agreement may be amended only upon the unanimous
affirmative vote of the board of directors of the manager of
the general partner of the General Partner, provided,
however, if the amendment would have an adverse affect upon
the Limited Partner, the written consent of the Limited
Partner shall also be required.
20. Miscellaneous.
20.1 Notices. Any notice, offer, consent or other
communication required or permitted to be given or made
hereunder shall be in writing and shall be deemed to have
been sufficiently given or made when delivered personally to
the party (or an officer of the party) to whom the same is
directed, or (except in the event of a mail strike) five days
after being mailed by first class mail, postage prepaid, if
to the Partnership or to a General Partner, to the office
described in Section 4 hereof, or if to a Limited Partner, to
his last known address. Any Partner may change his address
for the purpose of this Section 20.1 by giving notice of such
change to the Partnership, such change to become effective on
the tenth day after such notice is given.
20.2 Entire Agreement. This Agreement constitutes
the entire agreement among the parties and supersedes any
prior agreement or understandings among them, oral or
written, all of which are hereby cancelled. This Agreement
may not be modified or amended other than pursuant to
Section 19 hereof.
20.3 Captions; Pronouns. The paragraph titles or
captions contained in this Agreement are inserted only as a
matter of convenience of reference. Such titles and captions
in no way define, limit, extend or describe the scope of this
Agreement nor the intent of any provision hereof. All
pronouns and any variation thereof shall be deemed to refer
to the masculine, feminine or neuter, singular or plural, as
the identity of the person or persons may require.
20.4 Counterparts. This Agreement may be executed
in several counterparts, each of which shall be deemed an
original, but all of which shall constitute one agreement,
binding on all of the parties hereto, notwithstanding that
all of the parties are not signatory to the same counterpart.
20.5 Governing Law. This Agreement shall be
governed by and construed in accordance with the internal
laws of the state of Washington.
20.6 Certain Covenants Regarding Operation of the
Partnership. The Partnership shall at all times hold itself
out as an entity separate from any other person or entity,
and shall:
(a) Maintain its books and records separate
from those of any other person or entity;
(b) Not commingle any of its assets with the
assets of any other person or entity;
(c) Conduct its business in the name of the
Partnership;
(d) Prepare financial statements that are
separate from and not consolidated with the financial
statements of any other person or entity;
(e) Pay all of its indebtedness and other
liabilities out of Partnership funds;
(f) Observe all formalities of a limited
partnership under the Act;
(g) Pay the salaries of any employees of the
Partnership out of Partnership funds;
(h) Not guarantee or otherwise become
obligated for the debts of any other person or entity, except
guaranties by indorsement of negotiable instruments for
deposit or collection or similar transactions in the ordinary
course of business;
(i) Pay a fair and reasonable allocation of
any overhead for shared office space;
(j) Use separate stationary, invoices and
checks for Partnership business; and
(k) Not pledge its assets for the benefit of
any other entity, except to secure the indebtedness referred
to in Section 12.7(d)(i) above.
GENERAL PARTNER: Wright Runstad Properties L.P.,
a Delaware limited partnership
By: Wright Runstad Asset
Management L.P., a
Washington limited
partnership
General Partner
By: WRAM Inc., a Washington
corporation
General Partner
By:
Name:
Title:
LIMITED PARTNER: CARLYLE SEATTLE ASSOCIATES,
a general partnership
By: CARLYLE REAL ESTATE LIMITED
PARTNERSHIP-XII,
a limited partnership,
General Partner
By: JMB REALTY CORPORATION,
a Delaware corporation,
General Partner
By:
Name:
Title:
By: CARLYLE REAL ESTATE LIMITED
PARTNERSHIP-X, a limited
partnership,
General Partner
By: JMB REALTY CORPORATION
a Delaware corporation,
General Partner
By:
Name:
Title:
