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Exhibit 99.7
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:
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" Property Manager" shall
mean Trammel Crow Services, Inc. or other property management
company selected by Manager with the Consent of Aetna.
h. Section 4.7(b) is amended
and restated to read in its entirety as follows:
"(b) In the
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