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JOINT VENTURE AGREEMENT

Joint Venture JV Agreement

JOINT VENTURE AGREEMENT | Document Parties: PATRIOT TRANSPORTATION HOLDING INC | FLORIDA ROCK INDUSTRIES, INC | FLORIDA ROCK PROPERTIES, INC You are currently viewing:
This Joint Venture JV Agreement involves

PATRIOT TRANSPORTATION HOLDING INC | FLORIDA ROCK INDUSTRIES, INC | FLORIDA ROCK PROPERTIES, INC

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Title: JOINT VENTURE AGREEMENT
Governing Law: Florida     Date: 12/13/2006
Industry: Trucking     Sector: Transportation

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                       JOINT VENTURE AGREEMENT
                                 
                               BETWEEN
                                 
                    FLORIDA ROCK INDUSTRIES, INC.
                                 
                                 AND
                    FLORIDA ROCK PROPERTIES, INC.
                                 
       (a subsidiary of Patriot Transportation Holding, Inc.)
                                  
                     DATED AS OF OCTOBER 4, 2006
                                 


<PAGE>


                              TABLE OF CONTENTS                   Page

                                 
SECTION 1 FORMATION OF JOINT VENTURE                                1
     1.1   Formation                                                 1
     1.2   Members and Percentage Interests                          2
     1.3   Purpose                                                   2
     1.4   Principal Office                                          2
     1.5   Unified Agreement                                         2

SECTION 2 CAPITAL CONTRIBUTIONS TO JOINT VENTURE                    2
     2.1   Initial Capital Contributions                              2
     2.2   Method of Making Initial Capital Contributions            3
     2.3   Capital Accounts                                          3
     2.4   No Right to Interest on Capital Contributions or to
          Withdraw or Withdraw One's Capital Contributions          4
     2.5   Additional Capital Contributions or Loans                 4

SECTION 3 ADDITIONAL TRANSACTIONS                                   5
     3.1   Rivenbark Property Acquisition Expenses                   5
     3.2   Brooksville Mining                                         5
     3.3   Additional Property                                       5

SECTION 4 GOVERNANCE                                                5
     4.1   Management Committee                                      5
     4.2   Appointment and Tenure of the Committee Members           6
     4.3   Meetings of the Management Committee                      6
     4.4   Business Plan                                             6
     4.5   Officers of the Company                                    7
     4.6   Approval Rights of FRP and FRK                            7
     4.7   Other Activities of Members and Committee Members         8
     4.8   Salaries of Committee Members                             8

SECTION 5 BUYOUT EVENTS AND TRANSFERS                               8
     5.1   Put and Call Buy-Sell                                     8
     5.2   Right of First Refusal                                    9
     5.3   Power of Attorney                                        10

SECTION 6 DISTRIBUTIONS                                            10
     6.1   General                                                  10
     6.2   Liquidating Distributions                                10
     6.3   Limitations of Distributions                             10
     6.4   Return of Capital                                        10

SECTION 7 ALLOCATIONS                                              10
     7.1   Allocations of Profits and Losses Among the Members      10
     7.2   Special Allocations                                       11
     7.3   Curative Allocations                                     12
     7.4   Other Allocation Rules                                   12
     7.5   Section 704(c) Allocations                               13

<PAGE>

 
                           TABLE OF CONTENTS
                            (continued)                          Page

SECTION 8 FEDERAL AND STATE TAX MATTERS                            13
     8.1   Tax Year and Accounting Matters                          13
     8.2   Tax Elections                                            13
     8.3   Tax Matters Partner                                      14

SECTION 9 INDEMNIFICATION                                          14
     9.1   Indemnification                                          14
     9.2   Advances                                                 14

SECTION 10 DISSOLUTION OF THE COMPANY                              15
     10.1 Events of Dissolution                                    15
     10.2 Liquidating Distributions                                 15

SECTION 11 MISCELLANEOUS PROVISIONS                                15
     11.1 Representations and Warranties of Members                15
     11.2 Amendment                                                16
     11.3 Construction                                              16
     11.4 Severability                                             16
     11.5 Burden and Benefit Upon Successors                       16
     11.6 Further Assurances                                       16
      11.7 Notices                                                  16
     11.8 Waiver                                                   16
     11.9 Company Property                                         17
     11.10 Counterparts                                             17
     11.11 No Third Party Beneficiary                              17
     11.12 Governing Law                                           17
     11.13 Survival                                                17
     11.14 Counsel Fees                                             17
     11.15 Entire Agreement                                        17
     11.16 No Agency Relationship                                  17
     11.17 Dispute Resolution                                      17

List of Schedules and Exhibits                       Section Reference
------------------------------                       -----------------

Schedule 1 --Definitions                             Preamble (Page 1)
Schedule 2 - Description of Brooksville Property     Page 1
Schedule 3 - Permitted Encumbrances                  Schedule 1 (Page
S1-6)
Schedule 4.1 - Initial Management Committee Members Section 4.1

Exhibit A - Certificate and Plan of Merger           Section 2.2(c)

<PAGE>

                       JOINT VENTURE AGREEMENT
                                 
     This   Joint   Venture Agreement (this "Agreement")   is   made   and
entered   into   effective as of the 4th   day   of   October,   2006   (the
"Effective   Date")   by   and among Florida Rock   Industries,   Inc.,   a
Florida   corporation   ("FRK"),   and   Florida   Rock   Properties,   Inc.
("FRP"), a Florida corporation and wholly owned subsidiary of Patriot
Transportation    Holding,   Inc.   ("Patriot").    FRK    and    FRP    are
collectively referred to herein as "Party" or "Parties."   Capitalized
terms   used   in this Agreement shall have the meanings   specified   in
Schedule 1 to this Agreement.

                             BACKGROUND
                                 
A.    FRP owns 3,443 acres of land located in the Brooksville, Florida
     area (the "FRP Property").   FRK has a leasehold interest in the FRP
     Property pursuant to a long term lease between FRP and FRK pursuant
     to   which FRI potentially has the right, upon exercising renewal
     options, to use and mine the FRP Property for up to the next 86 years
     (the "FRK Brooksville Leasehold Interest").
    
B.    FRK   owns 553 acres of land located adjacent to the FRP Property
     (the "FRK Property").   FRK also owns an additional 288 acre parcel
     that it recently acquired through its wholly owned subsidiary, FRK
     Brittle Road LLC (the "Rivenbark Property").   The FRP Property, the
     FRK Property and the Rivenbark Property are collectively referred to
     herein as the "Brooksville Property."   The Brooksville Property is
     more specifically described in Schedule 2.
    
C.    FRK   and FRP have determined, based on their analysis of various
     factors,   that   the   Brooksville Property is   more   valuable   as
     development property than as mining property.
    
D.    At present, however, FRP cannot develop the FRP Property or sell
     the FRP Property to a third party for development due to the FRK
     Brooksville Leasehold Interest; likewise, FRK cannot develop the FRP
     Property under the terms of the existing lease.
    
E.    Accordingly, the independent directors of FRK and Patriot have
     determined that it is in the best interests of each Party to enter
     into this Agreement to establish a joint venture (the "Joint
     Venture") to pursue the development and/or sale of the Brooksville
     Property.

F.    In   connection   with entering into this Agreement,   the   Parties
     have agreed to amend certain lease agreements between FRK and FRP
     relating to properties other than the Brooksville Property.
    
                              AGREEMENT
                                 
     In   consideration   of the foregoing recitals   which   are   hereby
incorporated   as a part of this Agreement, the mutual   covenants   and
agreements     contained    herein,   and    other    good    and    valuable
consideration,   the   receipt   and sufficiency   of   which   are   hereby
acknowledged,   the   Parties, intending to be   legally   bound,   hereby
agree as follows:

                              SECTION 1
                                 
                     FORMATION OF JOINT VENTURE
                                 
     1.1    Formation.   The Parties hereby agree to form, organize and
capitalize a new limited liability company (the "Company") under   the
provisions   of the Florida Limited Liability Company Act (the   "Act")
and   in accordance with the terms of this Agreement. The business   of
the Joint Venture shall be conducted through the Company. The name of
the Company shall be Brooksville Quarry, LLC.

<PAGE>

     1.2   Members and Percentage Interests.   FRK and FRP each shall
have a 50% Membership Interest in the Company.

     1.3   Purpose.   The purpose of the Company is (a) to develop and/or
sell   the   Brooksville Property (the "Project") and to   conduct   such
other lawful activities as are reasonably necessary or useful to   the
furtherance   of   the   Project, and (b) to conduct   any   other   lawful
business of the Joint Venture as the Board may determine from time to
time.    The   Company   shall have all powers of   a   limited   liability
company   under   the Act and the power to do all things   necessary   or
convenient to operate its business and accomplish its purpose.

     1.4   Principal Office.   The initial principal office of the Company
shall   be   155   East 21st Street, Jacksonville, Florida   32206.    The
Company   may   relocate the principal office and have such   additional
offices as the Board may deem advisable.

     1.5   Unified Agreement.   This Agreement sets forth the terms of the
Joint Venture and serves as the Operating Agreement of the Company.

                              SECTION 2
                                 
               CAPITAL CONTRIBUTIONS TO JOINT VENTURE
                                 
     2.1   Initial Capital Contributions.   Concurrently with the execution
of   this   Agreement, each Member shall make the Capital Contributions
described below (the "Initial Capital Contributions") to the   Company
in exchange for a 50% Membership Interest in the Company:

          Member         Initial Capital          Percentage
          ------          Contribution             Interest
                         ------------             --------
     Florida Rock          the FRK Property           50%
     Industries, Inc.     

                           the   FRK   Brooksville
                          Leasehold Interest
                         
                          the Rivenbark Property
                         
     Florida Rock          the   FRP   Property         50%
     Properties, Inc.      (subject   to reserved
                          right to royalties as
                          described in   Section
                          3.2)
                         
                          50% of the Rivenbark
                           Acquisition Costs


      Each such asset to be contributed shall be contributed free and
clear   of any liens and encumbrances whatsoever, except for Permitted
Encumbrances.    For   purposes of calculating Capital   Accounts,   each
Member   shall be credited with an initial Capital Contribution   based
on   the   fair   market value of the assets contributed   as   determined
after the closing.


<PAGE>

     2.2   Method of Making Initial Capital Contributions.

          (a)   FRK shall contribute its entire fee interest in the FRK
Property and   the FRK Brooksville Leasehold Interest to a newly formed,
wholly owned,   single member limited liability company organized   under  
the Act ("FRK Newco"), which company shall also hold the fee interest
in the Rivenbark Property.

          (b)   FRP shall contribute its entire fee interest in the FRP
Property and   an amount equal to fifty percent (50%) of the costs incurred
by FRK   and   FRK   Newco   in   the acquisition of the   Rivenbark   Property
("Rivenbark   Acquisition Expenses") to a newly formed, wholly   owned,
single member limited liability company organized under the Act ("FRP
Newco").

          (c)   Following the transactions described in Sections 2.2(a)
and 2.2(b), FRK Newco shall be merged with and into FRP Newco in a merger
(the "Merger") in which FRP Newco is the surviving entity (the
"Surviving Entity"), pursuant to the Certificate and Plan of Merger
attached hereto as Exhibit A.   The Surviving Entity also is referred
to in this Agreement as the "Company."

           (d)   As a result of the Merger, (i) the Articles of Organization
of FRP Newco shall be amended to change the name of the Surviving Entity
to   Brooksville   Quarry, LLC, (ii) this Agreement   shall   become   the
Operating   Agreement   of   the Surviving   Entity,   (iii)   all   assets,
properties,   rights and privileges of FRK Newco and FRP   Newco   shall
become the assets, properties, rights and privileges of the Surviving
Entity,   (iv) the membership interests of FRK in FRK Newco   shall   be
converted into a 50% Membership Interest in the Surviving Entity, (v)
all   of   the membership interests of FRP in FRP Newco shall become   a
50%   Membership Interest in the Surviving Entity, and (vi) all of the
managers   and   officers of FRP Newco, if any, shall   be   removed   and
replaced by the Committee Members and officers designated pursuant to
this Agreement.

     2.3   Capital Accounts.   A single and separate Capital Account shall
be   established for each Member, which shall initially be set at zero
and to which amounts will thereafter be credited or debited from time
to time in accordance with the following provisions:

          (a)   Each Member's Capital Account shall be credited by (i) such
Member's   Initial   Capital   Contributions in   the   amount   determined
pursuant   to   Section   2.1,   (ii)   such   Members   additional   Capital
Contributions, (iii) the amount of Profits allocated to   such   Member
pursuant to Section 7.1 and any items in the nature of income or gain
specially allocated to such Member pursuant to Sections 7.2 and   7.3,
and (iv) the amount of any liabilities of the Company assumed by such
Member or secured by Property distributed to such Member.

(b)   Each Member's Capital Account shall be debited by (i) the
aggregate amount of money and the Gross Asset Value of any Property
distributed to such Member, (ii) the amount of Losses allocated to
such Member pursuant to Section 7.1 and any items in the nature of
expenses or losses specially allocated to such Member pursuant to
Sections 7.2 and 7.3, and (iii) the amount of any liabilities of such
Member assumed by the Company or secured by Property contributed by
such Member to the Company.

          (c)   In determining the amount of any liability for purposes of
Section   2.3(a) and 2.3(b) above, there shall be taken   into   account
the   provisions   of   Code   Section 752(c) and   any   other   applicable
provisions   of the Code and Treasury Regulations, including,   without
limitation, Treasury Regulation Section 1.704-1(b)(2)(iv)(c).

<PAGE>

          (d)   If all or any portion of a Member's Membership Interest is
transferred, the transferee shall succeed to the Capital   Account   of
the    assignor   or   transferor   to   the   extent   it   relates   to   the
transferred Membership Interest.

          (e)   The foregoing provisions and other provisions of this
Agreement relating to the determination and maintenance of Capital
Accounts are intended   to comply with Treasury Regulation Section
1.704-1(b),   and shall   be   interpreted and applied in a manner consistent
with   such Treasury   Regulation.   The Management Committee may modify or  
adjust the   manner in which the Capital Accounts, or any items of debits  
or credits   thereto, are computed in order to comply with such   Treasury
Regulation, provided that such modifications or adjustments   are   not
likely to have a material effect on the amounts distributable to   any
Member pursuant to Section 10.2 upon the dissolution of the Company.

     2.4   No Right to Interest on Capital Contributions or to Withdraw or
Withdraw   One's Capital Contributions.   Except as otherwise   provided
or   contemplated herein, no Member shall (a) be paid interest on   any
Capital Contributions, (b) have the right to resign, withdraw, or   be
repaid all or any part of that Member's Capital Contributions, or (c)
have   the   right to receive, as a Distribution or return of   capital,
any property of the Company other than cash or cash equivalents.    No
Member   shall   be   entitled   to any Distribution,   whether   upon   the
resignation   or   withdrawal   of   such   Member   from   the   Company   or
otherwise, except as expressly provided in this Agreement.

     2.5   Additional Capital Contributions or Loans.

          (a)   Funding Notices.    The Company's Management Committee may
determine   from   time   to time that the Company   requires   additional
funding from the Members in order to implement the Company's Business
Plan.    In such case, the Management Committee will cause the Company
to   give written notice (the "Funding Notice") to the Members stating
(i)   the   aggregate   amount of additional   funds   required   from   the
Members   (the   "Additional Funding Amount"), (ii) each   Member's   Pro
Rata   share   of   the   Additional Funding Amount,   (iii)   whether   the
Additional Funding Amount will be treated as Capital Contributions or
as   loans   from   the Members to the Company, (iv) if   the   Additional
Funding Amount will be treated as loans, the terms of the loans,   and
(v) the date or dates by which the Additional Funding Amount is to be
provided   by   the   Members   to   the   Company.    Notwithstanding    the
foregoing,   without   the   approval of   the   Members,   the   Management
Committee   shall not issue Funding Notices requiring the   Members   to
fund aggregate Additional Funding Amounts in excess of $2 million per
Member, exclusive of Initial Capital Contributions.

        (b)   Funding by Members.    Each of the Members shall be obligated
to fund   its   Pro   Rata   share   of   the   Additional   Funding   Amount   in
immediately   available   funds in accordance with   the   terms   of   the
Funding Notice.

        (c)   Failure to Fund.     If one Member (the "Funding Member")
funds its   Pro   Rata share of the Additional Funding Amount but   the  
other Member (the "Defaulting Member") fails to fund its Pro Rata share
by the   date   specified   in the Funding Notice, the   Company   will   give
written notice of non-payment to the Defaulting Member with a copy to
the   Funding   Member (the "Non-Payment Notice").   If   the   Defaulting
Member   fails to cure such non-payment within thirty (30) days   after
receipt   of   the Non-Payment Notice (a "Funding Default"),   then   the
Funding   Member   may   elect   to fund the amount   not   funded   by   the
Defaulting   Member.   In such event, the amount funded by the   Funding
Member   on   behalf   of the Defaulting Member (the "Funding   Advance")
shall   be deemed to be a loan by the Funding Member to the Defaulting
Member,   repayable upon demand and bearing interest at   the   Interest
Rate.    In   addition, the Funding Default shall be   deemed   to   be   a
Triggering   Event   for purposes of Section 5.2.   Each   Member   hereby
acknowledges that the Membership Interests are issued subject to, and
hereby   affirms   the

<PAGE>


grant, to the other Member of a   first   priority
security   interest   in,   such Member's Membership   Interest   for   the
purpose   of securing such Member's obligation to repay to   the   other
Member   any   Funding   Advances made by the other   Member   and   hereby
acknowledges that the other Member shall have all of the rights of   a
secured   party under the Uniform Commercial Code (the "UCC")   enacted
in   the state of Florida, including the right to bid for and purchase
such   Member's Membership Interest at any sale conducted pursuant   to
the UCC following such Member's default.

                               SECTION 3
                                 
                       ADDITIONAL TRANSACTIONS
                                 
     3.1   Rivenbark Property Acquisition Expenses.   Upon execution of
this Agreement, the Company shall reimburse to FRK fifty percent (50%)
of the Rivenbark Acquisition Expenses.

     3.2   Brooksville Mining.   Following the Merger, (i) FRK shall be
entitled to continue to conduct mining activities and to operate   its
calcium   products plant on the Brooksville Property (with respect   to
the   FRP   Property, on and subject to all of the same   terms   as   the
lease   between FRK and FRP existing prior to the Merger   (the   "Prior
Mining Lease") except as described herein); (ii) at such time as such
operations   physically interfere with development of the   Brooksville
Property, the mining activities and calcium products plant   shall   be
relocated at FRK's expense to the area known as the McCall   Pit   (167
acres in the Northwest corner of the Brooksville Property); (iii) FRK
will   be   permitted to operate at the McCall Pit   for   a   minimum   of
fifteen (15) years, subject to two five year renewal options at FRK's
option;   (iv) real estate taxes on the Brooksville Property   for   the
period   after the effective date of the Merger shall be paid   by   the
Company;   and   (v) to the extent FRK mines on the FRP   Property,   FRK
will   pay per ton royalties to the Company at the same rate as   under
the   Prior   Mining Lease, but without any obligation to   pay   minimum
royalties.    The Company shall distribute all such royalties   to   FRP
and   shall   specially allocate all such royalty income and associated
depletion deductions to FRP.

     3.3   Additional Property.   From time to time, based on analysis of
various   factors,   FRK   and FRP may decide to   contribute   additional
properties   to the Joint Venture for development.   Upon agreement   of
FRK    and    FRP,    such   additional   properties   (collectively,    the
"Additional   Property") shall be contributed to   the   Joint   Venture.
The Committee Members shall develop a development plan and a business
plan   for   any such Additional Property, and such Additional Property
shall   be   developed   and/or   sold   pursuant   to   the   terms   hereof.
Following contribution to the Joint Venture, such Additional Property
shall be deemed included within the term "Joint Venture Property."

                              SECTION 4
                                 
                             GOVERNANCE
                                 
     4.1   Management Committee.

         (a)   The Company shall be managed by a management committee (the
"Management Committee"), which shall be comprised of four individuals
(the "Committee Members") designated as provided in Section 4.2.   The
initial Committee Members, who shall serve until their successors are
selected, are listed on Schedule 4.1.

       (b)   Subject to the approval rights reserved to the Members (FRP
and FRK)   specified   in   Section 4.6 and any other limitations   expressly
contained   in   this   Agreement, the Management Committee   shall   have
exclusive   authority   and   full   discretion   with   respect    to    the
management of the Company.

<PAGE>

     4.2   Appointment and Tenure of the Committee Members.   The Committee
Members shall be appointed by the Members as follows:

          (a)   FRK shall have the sole right to appoint two (2) Committee
Members; and

          (b)   FRP shall have the sole right to appoint two (2) Committee
Members.

In   the   event   that   any Committee Member resigns,   is   removed,   or
otherwise   fails   to serve as a Committee Member, the   Member(s)   who
appointed such Committee Member, whether FRK or FRP, or FRK   and   FRP
jointly, shall be entitled to appoint a Committee Member to fill such
vacancy.   The Committee Member shall serve in such office until   such
Committee Member is removed in accordance with this Section   4.2,   or
until the earlier resignation or death of such Committee Member.   Any
Committee Member may be removed at any time with or without cause   by
the   Member that appointed that Committee Member, or, in the case   of
the jointly appointed Committee Member, by either Member.

     4.3   Meetings of the Management Committee.

          (a)   Each Committee Member shall have one vote.   The Management
Committee may act only by (i) majority vote of the Committee   Members
in attendance at a duly called meeting of the Management Committee at
which   a quorum is present in person or by proxy or (ii) by unanimous
written   consent of all of the Committee Members.   Committee   Members
may   grant their proxy to any other Committee Member to vote on their
behalf.

          (b)   The Management Committee shall elect a Chairman who shall
preside at meetings of the Management Committee.   The Chairman shall
establish and announce the schedule and location for regular meetings
of the Management Committee, which shall be no less frequently than
quarterly.   Regular meetings may be held as scheduled by the Chairman
without any additional notice of the time, place or purpose of the
meeting.
          (c)   The Management Committee may hold special meetings upon
the call of   any Committee Member.   Except as to a Committee Member who
waives notice   in writing (before or after a meeting), prior notice   of  
the date,   time   and place of the meeting and the purpose for which   such
meeting   has been called shall be given to each Committee   Member   at
least   three   Business   Days   prior to   such   meeting.    A   Committee
Member's   attendance   at or participation in   a   meeting   waives   any
required   notice to such Committee Member of the meeting unless   such
Committee   Member, at the beginning of the meeting or   promptly   upon
arrival at the meeting, objects to holding the meeting or transacting
business at the meeting and does not thereafter vote for or assent to
action taken at the meeting.

          (d)   All of the Committee Members must be present, in person
or by proxy,   in order to establish a quorum at a meeting of the Management
Committee.

          (e)   Committee Members may participate in a meeting of the
Management Committee   by means of conference telephone or similar
communications equipment by means of which all persons participating in
the   meeting can hear each other, and such participation shall constitute
presence in person at such meeting.

     4.4    Business Plan.   The Management Committee shall prepare and
approve a Business Plan in advance for each Fiscal Year, which   shall
be   subject to the approval of the Members.   If at any time after the
Company's   first Fiscal Year the Members and Management Committee   do
not   approve   the Business Plan prior to the beginning   of   the   next
Fiscal Year, the previously approved Business Plan shall continue  

<PAGE>

to govern   (but   with   a   5%   increase in all   budgeted   amounts)   until
approval   by the Members and Management Committee of the new Business
Plan.

     4.5   Officers of the Company.

          (a)   The Company shall have such officers as may be designated
from time to time by the Management Committee, who shall, unless and until
removed   from office, act as agents of the Company, have such   powers
as   are   usually   exercised by comparably designated   officers   of   a
Florida   corporation and have the power to bind the   Company   through
the   exercise of such powers, subject to the limitations   imposed   by
this   Agreement   and any other limitations imposed by the   Management
Committee.   The   officers   shall operate   within   the   scope   of   the
approved Business Plan, and any material deviations from the approved
Business   Plan shall require prior approval of the Members   provided,
however,   that   deviations in individual line items of the   operating
and capital expense budgets shall not require prior approval from the
Members   provided that the overall deviations do not exceed   10%   for
the applicable Fiscal Year.   The Management Committee shall determine
the compensation, if any, for the officers appointed by it.

          (b)   The Management Committee shall designate which officers
are to report directly to it.

          (c)   The Management Committee may remove any officer at any
time with or   without   cause;   provided, however, that such removal
shall   not affect the rights of the Company or of such officer under
any written agreement   between the Company and such officer except in  
accordance with the terms of such written agreement (if any).

          (d)   An officer may resign as an officer at any time by written
notice   to   the Management Committee.   The resignation   shall   become
effective   when   the   Company receives   the   notice   unless   a   later
effective date is specified in the notice.

          (e)   The officers of the Company shall not have the authority to
commence   any litigation on behalf of the Company without   the   prior
approval of the Management Committee.

     4.6   Approval Rights of FRP and FRK.   Notwithstanding anything in
this   Agreement to the contrary, the following actions by the Company
shall require the affirmative, unanimous vote of the Members:

          (a)   any capital calls in excess of the amount specified in
Section 2.5(a);

          (b)    the   selection   or   replacement   of   a   third   party
developer;

          (c)   Entry into any agreement with any Affiliate;
    
          (d)    The   adoption   of a plan of merger   or   consolidation
involving the Company;
    
          (e)   The sale, lease, exchange, pledge or other disposition
of a significant portion (greater than 20% in value) of the assets of
the Company in a single or series of related transactions;

          (f)    Any   transaction   causing the Company   to   incur   any
indebtedness   except to the extent authorized in   the   Business   Plan
approved by the Members;

<PAGE>

          (g)   The admission of any new Member or the creation of any
new class of Membership Interests;

          (h)    The amendment of the Articles of Organization of   the
Company or of this Agreement;

          (i)    Causing   the   Company   to   be   merged,   combined    or
consolidated with any other entity;

          (j)    Adopting overall financial policies for   the   Company
including,   without limitation, adopting or changing significant   tax
or   accounting   principles or policies except as   authorized   in   the
Business Plan approved by the Members;

          (k)     Assuming,   guaranteeing,   endorsing    or    otherwise
becoming   liable   for the obligations of any other Person   except   as
authorized in the Business Plan approved by the Members;

          (l)   Dissolving the Company; and

          (m)    Declaring   bankruptcy   of   the   Company,   making    an
assignment   for the benefit of its creditors, seeking the appointment
of a trustee, receiver or liquidator of the assets of the Company, or
any similar action.

      For   purposes of this Agreement, any matter that   requires   the
affirmative   vote   of   the Members shall be   deemed   to   require   the
affirmative vote of all of the Members (i.e. both FRK and FRP).

     4.7   Other Activities of Members and Committee Members.   The Members
and   the Committee Members currently may be engaged in other business
ventures   which   are   similar   to the   anticipated   business   of   the
Company.    Unless otherwise prohibited or restricted by any   separate
agreement,   the conduct of such ventures by any Member   or   Committee
Member   or   the   commencement of business   ventures   similar   to   the
business of the Company by any Member or Committee Member at a   later
time   shall   not constitute a breach of the duty of loyalty   owed   by
such   Member or Committee Member to the Company or its Members   under
the   Act.    Nothing in this Agreement shall be deemed to   create   any
right in any Member to participate in any other business ventures   of
the other Members.

     4.8   Salaries of Committee Members.   Each Committee Member shall
receive compensation as may be determined by the Members from time to
time   and   shall   be   entitled   to reimbursement   of   reasonable   and
necessary business expenses advanced on behalf of the Company.

                              SECTION 5
                                 
                     BUYOUT EVENTS AND TRANSFERS
                                 
     5.1   Put and Call Buy-Sell.

       (a)   Upon the occurrence of a Triggering Event, any Eligible Member
(the   "Offeror") may elect, within the 120 day period   following   the
occurrence   of   the   Triggering Event, to give   written   notice   (the
"Buy/Sell Notice") to the other Member (the "Offeree") designating   a
buy/sell   price (the "Buy/Sell Price") and payment terms and   stating
that   the Buy/Sell Notice is delivered pursuant to this Section   5.1.
The Buy/Sell Notice shall constitute both (i) an offer by the Offeror
to   sell the Offeror's Membership Interest to Offeree at the Buy/Sell
Price,   and   (ii)   an   offer   by the Offeror   to   buy   the   Offeree's
Membership   Interest at the Buy/Sell Price (in each   case,   free   and
clear of all liens

<PAGE>

and encumbrances on such Membership Interest).

      (b)   The Buy/Sell Notice shall be irrevocable for a period of thirty
(30) days following the date of the Buy/Sell Notice (the "Irrevocable
Period"),   and   the Offeree may, by written notice to Offeror   during
such   Irrevocable Period, either accept the Offeror's offer to   sell,
or   accept the Offeror's offer to buy (but may not accept both),   and
upon   acceptance, the Offeror and the Offeree shall   be   required   to
sell   or   to buy, as applicable.   After receipt of a proper   Buy/Sell
Notice, no other Buy/Sell Notice may be issued by either Member.

      (c)   If the Offeree fails to accept either offer within the
Irrevocable Period, the Offeree shall be deemed to have accepted   the
Offeror's offer to buy the Offeree's Membership Interests to   Offeror
at the Buy/Sell Price.

      (d)   Unless otherwise agreed by Offeror and Offeree, the closing of
such   purchase and sale pursuant to this Section 5.1 shall take place
at   the   principal   office   of the Company   on   the   fortieth   (40th)
business   day   after   the end of the Irrevocable   Period.    All   such
closing,   the   Member   required to buy   (the   "Buy/Sell   Buyer")   the
Membership Interest of the other Member (the "Buy/Sell Seller") shall
pay   the Buy/Sell Price to the Buy/Sell Seller in accordance with the
terms of the Buy/Sell Notice. At such closing, the Buy/Sell Buyer (i)
shall   cause the Company to pay any indebtedness owed by the   Company
to the Buy/Sell Seller and (ii) shall cause the Buy/Sell Seller to be
released from liability under any guarantees executed by the Buy/Sell
Seller   of the Company's indebtedness. The Buy/Sell Seller   shall   be
obligated to deliver to Buy/Sell Buyer a properly executed assignment
of   its   entire Membership Interest, free and clear of all liens   and
encumbrances on such Membership Interest, but if the Buy/Sell   Seller
fails   to   do   so the Buy/Sell Buyer may execute such   assignment   on
behalf   of   the   Buy/Sell Seller pursuant to the   power   of   attorney
described in Section 5.3 below.

     5.2   Right of First Refusal.

          (a)   FRK may Transfer its Membership Interest at any time to
a wholly-owned direct or indirect subsidiary of FRK, and FRP may transfer
its Membership Interest at any time to a wholly-owned direct or   indirect
subsidiary   of   Patriot, and in either case the subsidiary   shall   be
admitted   as a Member of the Company (any transfer pursuant   to   this
sentence as referred to as a "Permitted Transfer").   All Transfers by
a   Member   other   than pursuant to Sections 5.1, 5.2 or   this   5.3(a)
shall require compliance with this Section 5.3.

          (b)   Prior to making any Transfer of any portion of its Membership
Interest other than a Permitted Transfer, the Member desiring to make
the Transfer (for purposes of this Section 5.3, the "Selling Member")
shall   give written notice (the "First Refusal Notice") to the   other
Member   (the   "Non-Selling Member").   The First Refusal Notice   shall
contain a full description of the purchase price (including the   cash
equivalent value of any property to be received by the Selling Member
in   the   Transfer)   and   the   terms and conditions   of   the   proposed
disposition (including the identity of the proposed transferee).   The
First   Refusal Notice shall constitute an offer by the Selling Member
to sell all, but not less than all, of its Membership Interest to the
Non-Selling   Member in accordance with the terms   set   forth   in   the
First Refusal Notice and the other provisions hereof.

          (c)   The Non-Selling Member shall have the right to purchase
all, but not   less   than all, of such Selling Member's Membership Interest  
in the   Company   by giving written notice to the Selling Member   at   any
time   before   the expiration of thirty (30) days after the   date   the
First   Refusal   Notice   is   received   (the   "First   Refusal   Exercise
Period").   Such notice of acceptance must specify a closing date   for
the   purchase,   which date shall be not later than   sixty   (60)   days
after the date notice of acceptance is given.


<PAGE>

       (d)   If the Non-Selling Member does not agree to purchase all of
the Membership Interests offered by the Selling Member prior to   the   end
of   the   First   Refusal Exercise Period, the Selling   Member,   for   a
period   of sixty (60) days immediately thereafter, shall be   entitled
to   sell all of its Membership Interest to the third party designated
in   the First Refusal Notice on terms not more favorable to the buyer
than   to   those   set   forth   in the First Refusal   Notice;   provided,
however, that any the purchaser shall not be admitted as a Member   of
the   Company   until   the   purchaser executes a   counterpart   of   this
Agreement   agreeing to be bound by all of the terms of this Agreement
and   to   comply   with   all   of the requirements   imposed   on   Members
hereunder.

      (e)   The purchase price of any Membership Interest in the Company
transferred   pursuant to this Agreement shall be paid at the   closing
in   immediately   available funds (or in accordance with   other   terms
specified   in   the   First   Refusal Notice)   against   delivery   of   as
assignment of the Selling Member's Membership Interest free and clear
of all pledges, liens, and encumbrances.

     5.3   Power of Attorney.   Each Member hereby irrevocably designates
and appoints the   purchasing Member as such Member's lawful attorney-
in-fact   to   execute any documents and to take whatever   actions   are
necessary to transfer ownership of such Member's Membership   Interest
upon   the   books   of the Company upon the purchase of   such   Member's
Membership   Interest   pursuant to Sections   5.1   or   5.2   hereof,   as
applicable.   Any transfer of such Membership Interest on the books of
the   Company   pursuant to this provision shall be   deemed   to   be   an
effective   transfer   of   the Membership Interest   provided   that   the
purchasing Member has tendered the purchase price to the other Member
in accordance with Sections 5.1 or 5.2, as applicable.

                              SECTION 6
                                  
                            DISTRIBUTIONS
                                 
     6.1   General.   Except as otherwise provided in this Agreement, the
Company shall make Distributions to the


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