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EXHIBIT 99.6
VOTING AGREEMENT
VOTING AGREEMENT dated as of November 1, 2000, by and between American
Industrial Properties REIT (the "Company"), a Texas real estate investment
trust, Value Enhancement Fund IV, L.P., a Georgia limited partnership ("VEFIV")
and USAA Real Estate Company ("Shareholder").
WHEREAS, Shareholder is the beneficial owner of 1,686,272 shares of
common stock $0.10 par value (the "Common Stock") of the Company;
WHEREAS, the Company and certain of its affiliates and VEFIV have
entered into an Agreement of Purchase and Sale (the "Purchase Agreement") dated
as of the date hereof, which provides for, among other things, the acquisition
by VEFIV and its assignees of a portfolio of assets from the Company; any terms
used but not defined herein which are defined in the Purchase Agreement shall
have the meanings set forth in the Purchase Agreement;
WHEREAS, Shareholder hereby agrees to vote all of the shares of Common
Stock owned by Shareholder as of the date hereof and any shares acquired by
Shareholder after the date hereof (the "Shares") as provided in this Agreement;
NOW THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereby agree as follows:
1. Agreement to Vote. At such time as the Company conducts a meeting
of, solicits written consents from or otherwise seeks a vote of its shareholders
for the purpose of approving the transactions contemplated by the Purchase
Agreement, Shareholder agrees to vote all of the Shares in favor of the
transactions contemplated by the Purchase Agreement, and all other actions
necessary or desirable for the consummation of the transactions contemplated by
the Purchase Agreement. If the Company or any other person conducts a meeting
of, solicits written consents from or otherwise seeks a vote of the Company's
shareholders with respect to any transaction or any other matter which may
contradict any provision of this Agreement or the Purchase Agreement or may make
it more difficult or less desirable for the Company to consummate the
transactions contemplated by the Purchase Agreement, then Shareholder further
agrees to vote the Shares in the manner most favorable to consummation of the
transactions contemplated by the Purchase Agreement. Shareholder will retain at
all times the right to vote the Shares, in Shareholder's sole discretion, on all
matters other than those set forth in this Section 1 which are at any time or
from time to time presented for a vote to the Company's shareholders generally.
Notwithstanding the foregoing, Shareholder is entitled to vote the Shares other
than as set forth in the first two sentences of this Section if the Company
determines to terminate the Purchase Agreement in accordance with clause (ii) of
Section 7.5 thereof.
2. Representations, Warranties and Covenants of Shareholder.
Shareholder represents and warrants to, and agrees with, the Company and VEFIV
that:
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(a) Shareholder has the requisite power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby. This Agreement has been duly executed and
delivered by Shareholder and constitutes a valid and legally binding
obligation of Shareholder enforceable in accordance with its terms;
(b) Shareholder is not subject to or obligated under any
provisions of (i) any contract, (ii) any license, franchise or permit
or (iii) any law, regulation, order, judgment or decree that would be
breached or violated by the execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby;
(c) no authorization, consent or approval of, or any filing
with, any public body or authority is necessary for the execution and
delivery of this Agreement and consummation by Shareholder of the
transactions contemplated by this Agreement;
(d) on the date hereof it has, and it will have at all times
up to the termination of this Agreement, the unrestricted power to vote
the Shares owned by it and good and marketable title to those Shares
free and clear of all claims, liens, charges, encumbrances and security
interest; and
(e) it will not sell, transfer or otherwise dispose of any of
the Shares unless prior to any such sale, transfer or other
disposition, the purchaser or transferee agrees in writing to be bound
by the terms of this Agreement.
3. Amendment. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
executed by all the parties hereto. No party to this Agreement may assign any of
its rights or obligations under this Agreement without the prior written consent
of all the other parties hereto.
4. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same document.
5. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, without regard to the conflict
of laws principles thereof.
6. Binding Effect. This Agreement shall be binding upon, inure to the
benefit of, and be enforceable by the heirs, personal representatives,
successors and permitted assigns of the parties hereto. Nothing expressed or
referred to in this Agreement is intended or shall be construed to give any
person other than the parties of this Agreement, or their respective heirs,
personal representatives, successors or permitted assigns, any legal or
equitable right, remedy or claim under or in respect to this Agreement or any
provision contained herein.
7. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof.
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8. Termination. This Agreement shall terminate on the earlier to occur
of (i) the Closing Date (as defined in the Purchase Agreement) and (ii) the date
upon which the Purchase Agreement is terminated.
9. Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
10. Further Assurances. Shareholder will, upon the request of the
Company, execute and deliver such documents and take such action deemed by the
Company to be necessary or desirable to effectuate the purposes of this
Agreement.
11. Remedies. Shareholder agrees that, for any violation of this
Agreement, the Company and VEFIV each shall have the option, in addition to any
remedies available at law, of seeking equitable relief in any court of competent
jurisdiction to require that Shareholder comply with the terms of this
Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
AMERICAN INDUSTRIAL
PROPERTIES REIT
By: /s/ Charles W. Wolcott
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Name: Charles W. Wolcott
Title: President & CEO
VALUE ENHANCEMENT FUND IV, L.P.
BY: VEF IV GP, INC., ITS GENERAL
PARTNER
By: /s/ B. Stanton Breon
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Name: B. Stanton Breon
Title: Vice President
USAA REAL ESTATE COMPANY
By: /s/ T. Patrick Duncan
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Name: T. Patrick Duncan
Title: Senior Vice President
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