FIRST AMENDMENT TO OPERATING
AGREEMENT
OF MADISON PLACE, LLC
This FIRST
AMENDMENT TO OPERATING AGREEMENT of MADISON PLACE, LLC
(this “Amendment”) is made as of July 5
th , 2005 by and among COLUMBIA EQUITY LP, a
Virginia limited partnership (“Columbia”), CARR
CAPITAL MADISON, LLC, a Virginia limited liability company
(“CCM”) and AETNA LIFE INSURANCE COMPANY, a
Connecticut corporation (“Aetna”), as the sole
members of Madison Place, LLC, a Virginia limited liability company
(the “Company”).
WHEREAS,
the Company was formed pursuant to the filing of certain Articles
of Organization dated June 26, 2003 with the State Corporation
Commission for the Commonwealth of Virginia on July 1, 2003;
and
WHEREAS,
the Company’s affairs are governed by that certain Operating
Agreement of Madison Place, LLC dated as of July 16, 2003 by
and among CCM, Carr Capital Real Estate Investments, LLC, a
Virginia limited liability company (“CCREI”) and
Aetna (the “Operating Agreement”);
and
WHEREAS,
Columbia has acquired a portion of Aetna’s membership
interest in the Company such that, as of the date hereof, CCM is
the owner and holder of a fifteen percent (15%) membership interest
in the Company, Columbia is the owner and holder of a thirty-five
percent (35%) membership interest in the Company and Aetna is the
owner and holder of a fifty percent (50%) membership interest in
the Company; and
WHEREAS,
Aetna, CCM and Columbia wish to amend certain provisions of the
Operating Agreement as more particularly set forth
herein.
NOW,
THEREFORE, in consideration of the agreements and obligations
set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Aetna,
CCM and Columbia hereby agree as follows:
1.
Definitions. Unless otherwise defined herein,
capitalized terms used herein shall have the meanings ascribed to
them in the Operating Agreement.
2.
Consent for Columbia’s Admission as Member and
Manager. Each of Aetna and CCM hereby confirms its consent
to the admission of Columbia as a Substituted Member and the
designation of Columbia as Manager. Columbia hereby acknowledges
its admission as a Substituted Member and accepts its appointment
as Manager in replacement for CCREI. Aetna hereby consents to the
transfer and assignment (by liquidation or otherwise) of
CCM’s membership interest in the Company to Columbia. Upon
Aetna’s receipt of written notice from Columbia that CCM has
transferred its membership interest to Columbia, the Operating
Agreement will be deemed amended such that the definition of
“CCM” appearing in Section 1.1 will be
deleted, and
all subsequent references in the Operating Agreement to
“CCM” shall be deemed to mean and refer solely to
Columbia.
3.
Amendment of Operating Agreement. The Operating
Agreement is hereby amended as follows:
a.
Section 1.1 is amended by inserting the following
definition:
“Columbia” means Columbia Equity LP, a Virginia
limited partnership.”
b.
Section 1.1 is amended by amending and restating the
definition of “Management Agreement” to read in its
entirety as follows:
“Management Agreement” shall mean that certain
Management Agreement dated as of June 22, 2004 between the
Company and Trammel Crow Services, Inc., or such other agreement
providing for the management of the Property by Property Manager
entered into with the Consent of Aetna.
c.
Section 1.1 is amended by amending and restating the
definition of “Manager” to read in its entirety as
follows:
“Manager” shall mean Columbia, unless and until
(a) a successor Manager is designated pursuant to
§6.1(e), or (b) Aetna exercises its right to replace
Columbia as Manager pursuant to §6.7, in either of which case
“Manager” shall mean and refer to such successor
or replacement Manager on and after such date.”
d.
Section 1.1 is amended by amending and restating the
definition of “Members” to read in its entirety as
follows:
“Members” means Columbia, CCM and Aetna
collectively, or their respective permitted successors or assigns
in interest as a Substituted Member.”
e.
Section 1.1 is amended by amending and restating the
definition of “Percentage Interest” to read in its
entirety as follows:
“Percentage Interest” means, at any time, Aetna
50%, CCM 15% and Columbia 35%.
f.
Section 1.1 is amended by amending and restating the
definition of “Property Manager” to read in its
entirety as follows:
“Property Manager” shall mean Trammel Crow
Services, Inc. or other property management company selected by
Manager with the Consent of Aetna.
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g.
Section 6.3(a) is amended and restated to read in its entirety
as follows:
“(a) The
Property shall be managed by the Property Manager pursuant to the
Management Agreement, in consideration for which the Company will
pay the Property Manager a management fee in the amount of up to 3%
of the gross monthly income derived from the Property for the
period for which such fee is paid, plus reimbursement of such costs
and expenses of the
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