FIRST AMENDMENT TO AMENDED
AND RESTATED OPERATING AGREEMENT OF KING I LLC
This FIRST
AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT of
KING I LLC (this “ Amendment” ) is made
as of July 5, 2005 by and between COLUMBIA EQUITY LP ,
a Virginia limited partnership (“ Columbia ”)
and AETNA LIFE INSURANCE COMPANY , a Connecticut corporation
(“ Aetna ”), as the sole members of King I LLC,
a Virginia limited liability company (the “ Company
”).
WHEREAS ,
the Company was formed by the conversion of King Street I
Associates, a Virginia general partnership, to a Virginia limited
liability company, pursuant to the filing of a certain certificate
dated and effective as of January 24, 2003, with the State
Corporation Commission for the Commonwealth of Virginia;
and
WHEREAS ,
the Company’s affairs are governed by that certain Amended
and Restated Operating Agreement of King I LLC dated as of
February 20, 2003 by and among The Oliver Carr Company, a
District of Columbia corporation (“ OCC ”), Carr
Capital Real Estate Investments, LLC, a Virginia limited liability
company (“ CCREI ”), Oliver T. Carr, Jr., an
individual (“ OTCJr ”), Judith O. Klock, an
individual (“ Klock ”), The Peter A. Klock Trust
(the “ Klock Trust ”) and Aetna (the “
Operating Agreement ”); and
WHEREAS ,
Columbia has acquired all of the membership interests in the
Company previously owned by OCC, CCREI, OTCJr, Klock and the Klock
Trust, and a portion of Aetna’s membership interest in the
Company such that, as of the date hereof, Columbia and Aetna are
the sole members of the Company and each the owner and holder of a
fifty percent (50%) membership interest in the Company;
and
WHEREAS ,
Aetna 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 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 . Aetna 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.
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 and Aetna collectively, or
their respective permitted successors or assigns in interest as a
Substituted Member.”
e.
Section 1.1 is amended by deleting the definition of
“Non-Aetna Member”.
f.
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%,
and Columbia 50%.
g.
Section 1.1 is amended by amending and restating the
definition of “Property Manager” to read in its
entirety as follows:
-2-
“
Property Manager” shall mean Trammel Crow Services,
Inc. or other property management company selected by Manager with
the Consent of Aetna.
|
