Separation Agreement dated as of 12/24/02



 



EXHIBIT 10.8



SEPARATION AGREEMENT



     THIS SEPARATION AGREEMENT (the “Agreement”) is made and entered into as of
December 24, 2002, by and between Wilson/Equity Office, LLC (“WEO”), Wilson
Investors — California, LLC (“Wilson”), EOP Investor, L.L.C. (“EOP”).
EOP-Concar Investor, L.L.C. (“Concar EOP Investor”), and Equity Office
Properties Management Corp. (“EOPMC”). EOP Operating Limited Partnership
(“EOPOP”), Equity Office Properties Trust (“EOPT”), William Wilson III, Thomas
P. Sullivan, Jacqueline U. Moore, A. Robert Paratte, H. Lee Van Boven, Terry
Reagan, Scott Stephens and Jon Knorpp have executed this agreement for the
limited purpose of consenting to the changes to the Original WEO Agreement
described herein, and in the case of EOPOP to Section 10.2. All capitalized
terms used but not otherwise defined herein shall have the meanings given in
the Original WEO Agreement. Certain capitalized terms used herein are defined
as set forth on Exhibit A.






RECITALS



     A.     Wilson and EOP are parties to that certain Amended and Restated
Operating Agreement No. 1 (the “Original WEO Agreement”) of Wilson/Equity
Office, LLC between EOP and Wilson dated as of August 1, 2000.





     B.     Wilson and EOP have agreed to cause WEO to distribute (i) to EOP the
sum of $489,704 and (ii) to Wilson (the “WEO Subsidiary Interests”) all of
WEO’s right, title and interest in and to the stock of WEO Inc. and the
partnership interests in WEO LP, all after first contributing certain assets of
WEO to WEO LP.





     C.     Wilson and EOP, with the consent of EOPT and EOPOP and the Wilson
Principals, have agreed to amend the Original WEO Agreement (as amended hereby,
the “WEO Agreement”) to among other things reflect that, after the date hereof,
the central purpose and operations of WEO will be to (i) act as manager of the
Concar Project Entity and the FS4 Project Entity (and indirectly through the
FS4 Project Entity as the manager of Howard Street Investors IV, LLC, which is
one of the managers of the FS4 Owner), and (ii) hold membership interests in
the Project Entities and distribute to EOP and Wilson amounts that such parties
are entitled to receive from the Project Entities.





     D.     Pursuant to the terms and conditions herein, Wilson and EOP have agreed
to cause the Owners of FS2 and Ferry and WEO LP to enter into a Brokerage
Agreement with respect to the leasing of their respective Projects.





     E. Pursuant to the terms and conditions herein, (i) WEO has agreed to sell
and EOPMC has agreed to buy all of WEO’s interests in the Ferry Project Entity,
the FS2 Project Entity and the FS3 Project Entity each for $1, (ii) WEO has
agreed to sell and EOPMC has agreed to buy all of WEO’s interests in the SR
Project Entity for $2,978,180.20 (the “SR Purchase Price”), and (iii) WEO has
agreed for $1 to sell to Wilson-Larkspur all of its interests in the Larkspur
Entity.







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     NOW THEREFORE, in consideration of the foregoing premises, and the
agreements and representations hereinafter set forth, and for other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:





     1.     Initial Sales and Distributions. All of the transactions described in
Section 1 of this Agreement shall happen concurrently on the date hereof (the
“Closing Date”). The occurrence of the transactions contemplated by this
Agreement to occur on the Closing Date is referred to herein as the “Closing.”





          1.1. Definitions. The transaction described in Section 1.2 is referred to
herein as the “EOP Distribution.” The transaction described in Section 1.3 is
referred to herein as the “Wilson Distribution.” The EOP Distribution and the
Wilson Distribution are collectively referred to herein as the “Special
Distributions.”





          1.2. EOP Cash Distribution. Wilson acting as manager of WEO shall cause
WEO, without any recourse, representation, warranty or associated covenants or
agreements except as set forth in this Agreement, to distribute $489,704 in
immediately available funds to EOP (or its nominee). In lieu of WEO wiring such
distribution to EOP to EOP, EOP hereby instructs WEO to apply such amount to
the payment EOPMC is required to make pursuant to Section 3.2.





          1.3. Transfer of WEO Assets, Liabilities and Subsidiary Interests. Wilson
acting as manager of WEO shall cause WEO, without any recourse, representation,
warranty or associated covenants or agreements except as set forth in this
Agreement, to (a) contribute the assets identified on Exhibit B (“WEO Operating
Assets”) to WEO LP, and (b) then distribute the WEO Subsidiary Interests to
Wilson pursuant to an assignment and assumption (the “WEO LP Assignment and
Assumption”) agreement in form and substance as set forth on Exhibit C.
Wilson acting as manager of WEO, shall cause WEO to assign to WEO LP, and WEO
LP shall assume from WEO, certain rights and obligations pursuant to the WEO LP
Assignment and Assumption.





          1.4. Treatment Under WEO Agreement. The Special Distributions shall not
reduce the Adjusted Capital of Wilson or EOP in WEO. Section 5.7 of the WEO
Agreement (including its subsections) shall not apply to the Special
Distributions. In lieu of applying the provisions of those sections, the
parties hereto have elected to make the Special Distributions as provided
herein. EOP and Wilson acknowledge and agree that the EOP Distribution and
Wilson Distribution will be treated as partial liquidating distributions and
that the ratio of the value of the EOP Distribution to EOP to the value of the
Wilson Distribution to Wilson is 499:501.





          1.5. Sale of Interest in Ferry Project Entity. WEO hereby agrees to sell,
and Wilson acting as manager of WEO, shall cause WEO to sell and convey to
EOPMC, and EOPMC shall buy for $1 plus the contingent obligations to pay the
Ferry Post-Closing Amount pursuant to Section 10.1 (if any), all of WEO’s
right, title and interest in and to the membership interests in the Ferry
Project Entity, including, without limitation, the 40% managing membership
interest (the “Ferry Interest”) in the Ferry Project Entity, and shall assume
certain




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duties, liabilities and obligations with respect to the Ferry Interest
pursuant to an Assignment in the form of Exhibit D.





          1.6. Sale of Interest in FS2 Project Entity. WEO hereby agrees to sell,
and Wilson acting as manager of WEO, shall cause WEO to sell and convey to
EOPMC, and EOPMC shall buy for $1, all of WEO’s right, title and interest in
and to the membership interests in the FS2 Project Entity, including, without
limitation, a 40% managing membership interest (the “FS2 Interest”), in the FS2
Project Entity and shall assume certain duties, liabilities and obligations
with respect to the FS2 Interest pursuant to an Assignment in the form of
Exhibit D.





          1.7. Sale of Interest in SR Project Entity. WEO hereby agrees to sell, and
Wilson acting as manager of WEO shall cause WEO to sell and convey to EOPMC,
and EOPMC shall buy for the SR Purchase Price, all of WEO’s right, title and
interest in and to the membership interests in the SR Project Entity,
including, without limitation, a 40% managing membership interest (the “SR
Interest”) in the SR Project Entity, and shall assume certain duties,
liabilities and obligations with respect to the SR Interest pursuant to an
Assignment in the form of Exhibit D.





          1.8. Sale of Interest in FS3 Project Entity. WEO hereby agrees to sell,
and Wilson acting as manager of WEO shall cause WEO to sell and convey to
EOPMC, and EOPMC shall buy for $1, all of WEO’s right, title and interest in
and to the membership interests in the FS3 Project Entity, including, without
limitation, a 40% managing membership interest (the “FS3 Interest”) in the FS3
Project Entity, and shall assume certain duties, liabilities and obligations
with respect to the FS3 Interest pursuant to an Assignment in the form of
Exhibit D.





          1.9. Sale of Interests in Larkspur Entity. WEO hereby agrees to sell, and
Wilson acting as manager of WEO, shall cause WEO to sell and convey to
Wilson-Larkspur, and Wilson-Larkspur shall buy for $1, all of the right, title
and interest of WEO in and to its membership interest (the “WEO-Larkspur
Interest”) in WEO-Larkspur and shall assume certain duties, liabilities and
obligations with respect to the WEO-Larkspur Interest pursuant to an Assignment
in the form of Exhibit L.





          1.10. Assignment of Work Product. With respect to FS2, FS3, FS4, Ferry,
Concar, SR1 and SR2 and Larkspur, Wilson (acting as manager of WEO (to the
extent it is the manager) with respect to WEO) shall cause to be assigned (in
the form attached as Exhibit I) to the Owner of each Project (and, with respect
to Larkspur, WEO-Larkspur) all right, title and interest of Wilson, its
Affiliates, WEO or the Subsidiaries in all work product, plans, specifications,
budgets, files, financial information, contracts (including any design/build
contracts entered into by the Project general contractor, but not including the
membership interests, partnership interests or stock in the Project Entities or
WEO or its Subsidiaries or the Acquired Companies), correspondence and other
documents (collectively, the “Deliverable Work Product”) relating exclusively
to the applicable Owners, Project Entities and entities in which either has an
interest, the applicable Projects and the property associated therewith to the
extent it is legally within the power of Wilson to do so. Each of the
foregoing assignors shall have the right to review and make copies of the
Deliverable Work Product notwithstanding this assignment at reasonable times
and upon reasonable notice. Notwithstanding this assignment, to




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 the extent in the possession or control of the assignors, possession of
the Deliverable Work Product shall remain with the assignors until required to
be delivered under this Agreement.





          1.11. Delivery of Work Product. With respect to FS3 and SR, Wilson (acting
as manager of WEO with respect to WEO) shall cause to be delivered to EOP (to
the extent in the possession or control of Wilson, its Affiliates, WEO, WEO
Inc. or WEO LP), copies (or originals, if available) of all Deliverable Work
Product relating to the applicable Owners, Project Entities and entities in
which either has an interest, the applicable Projects and the property
associated therewith other than such Deliverable Work Product (the “Inseparable
Work Product”) that it is not reasonably practicable to separate (including the
inability to make a copy of Deliverable Work Product that may exist in an
electronic form that cannot be duplicated) from other materials that are not
Deliverable Work Product or that are needed in connection with other Projects
that have not been closed out. Upon any such Deliverable Work Product no longer
being Inseparable Work Product (e.g. because it can be duplicated, because it
is no longer needed in connection with other Projects, or because such other
Projects have been sold or closed out), Wilson (acting as manager of WEO with
respect to WEO) shall cause to be delivered to EOP copies (or originals, if
available) of all Deliverable Work Product (to the extent in the possession or
control of Wilson, its Affiliates, WEO, WEO Inc. or WEO LP). Wilson, its
Affiliates, WEO, WEO, LP and WEO Inc. and EOP and its Affiliates shall all have
unlimited access (at reasonable times and upon reasonable notice) to all
Deliverable Work Product in the possession or control of any of them. If,
following the Closing, any Deliverable Work Product for SR or FS3 has not been
delivered to the relevant Project Owners, Wilson (including by acting as the
Manager of WEO) shall cause such Deliverable Work Product to be promptly
delivered to such Project Owners.





          1.12. New Formal Leasing Agreements. EOP shall cause (i) FBA to enter
into an agreement relating to the leasing of the office space in the Ferry
Project, and (ii) Foundry Square Associates II, LLC to enter into an agreement
relating to the leasing of the FS2 Project (collectively, the “Brokerage
Agreements”), in the form attached hereto as Exhibit E. Wilson shall cause WEO
LP to enter into the Brokerage Agreements.





          1.13. Prorations and Costs. None of the transactions comprising the
Closing shall be subject to or adjusted by any prorations. For each sold or
conveyed interest, the transferee shall be responsible for all title insurance,
escrow fees, transfer taxes and similar closing costs together with the cost of
preparing and filing any tax returns or any accounting associated with the
transferred interests. Each of Wilson and EOP shall be responsible for any and
all costs and expenses (including the fees and expenses of its attorneys,
advisors and consultants) it may incur in connection with this Agreement.
Neither WEO nor any subsidiary thereof shall incur any such costs or expenses.





          1.14. Accounting and Losses. The sales and distributions contemplated by
this Section 1 result in losses to WEO. These losses are to be shared and
allocated between EOP and Wilson in the ratio of 499:501, except as provided in
Section 10.1. Section 5.7 of the WEO Agreement (including its subsections)
shall not apply to the transactions contemplated by this Agreement. At Closing,
the Adjusted Capital of each of EOP and Wilson shall be deemed to be reduced by
the amount of Adjusted Capital contributed by such Member for the Projects
being transferred pursuant to this Section 1.







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     2.     Closing Conditions.





          2.1. EOP Conditions. The obligation of EOP to Close, to cooperate in
causing WEO to Close and to cause the applicable EOP Parties to Close is
subject to the following conditions which must be fulfilled or waived by EOP
and WEO shall not participate in the Closing unless the following conditions
have been waived by EOP or fulfilled:





               2.1.1. Representations True. The representations and warranties of Wilson
set forth in Section 4.2 are true and not misleading.





               2.1.2. No Default. Wilson is not in default under this Agreement.





               2.1.3. Property Management Agreements. Property management agreements
acceptable to EOP and Wilson have been entered into by EOP OP and the Owners of
FS4 and Ferry.





               2.1.4. Name Changes. EOP has received evidence satisfactory to it that
Wilson as the manager of WEO has caused the name of WEO Inc. to be changed to
“Wilson Realty Partners, Inc.” and the name of WEO LP to be changed to “Wilson
Realty Partners, L.P.”





               2.1.5. FS2 Close Out. WEO has presented, and EOP has approved, a plan (the
“FS2 Close Out Plan”) for the prompt and orderly close out of all work to be
completed by the contractors and subcontractors with respect to FS2 and for the
determination and payment of all sums owed to these contractors and
subcontractors.





               2.1.6. FS3 Development Management Acknowledgment. An acknowledgment letter
from KSW3 (in the form attached hereto as Exhibit J) that $386,388 of funds
expended with respect to FS3 are deemed to be valid and proper development
management expenses that count toward “Additional Contributions” under the
Operating Agreement of Foundry Square Associates III, LLC.





               2.1.7. FS3 Approval of Transfer Documents. All of the requirements of
Section 7.04 of the Operating Agreement of Foundry Square Associates III, LLC
have been complied with.





               2.1.8. Development Management Agreement for FS4. KSW4 has consented to a
form of Development Management Agreement acceptable to EOP and Wilson with
respect to the FS4 Project, and this Development Management Agreement has been
signed by WEO and the FS4 Owner. The Development Management Agreement executed
by FS4 Owner has provisions comparable to the amendments implemented by Section
7.





               2.1.9. Ferry Close Out. WEO has presented, and EOP has approved, a plan
(the “Ferry Close Out Plan”) for the prompt and orderly close out of all work
to be completed by the contractors and subcontractors with respect to Ferry and
for the determination and payment of all sums owed to these contractors and
subcontractors.







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               2.1.10. Ferry Consents. To the extent required, if any, the consent of the
members of Ferry Building Associates, LLC and Ferry Building Investors, LLC has
been obtained to the sale of the Ferry Interest.





               2.1.11. Release from Meany. EOP shall have received a release and consent
from Christopher Meany in a form a form satisfactory to EOP.





               2.1.12. Larkspur Release. EOP has received a release from Campus in a
form satisfactory to EOP.





               2.1.13. EOP Title Policies. EOPMC has received, at its sole cost
(including the cost of escrow and other related title company fees), date down,
non-imputation and increased value (reflecting the value of improvements)
endorsements to the existing title insurance policies (with such endorsements,
the “Title Policy”) of Foundry Square Associates II, LLC, San Rafael Corporate
Center, LLC, Ferry Building Associates, LLC and Ferry Building Investors, LLC
insuring that as of the Closing Date there are no title exceptions, including
liens or encumbrances on the property (other than current taxes), other than
those exceptions shown on such existing title insurance policies or otherwise
approved by EOP. EOP has received a title insurance policy insuring the
interest of Foundry Square Investors III, LLC and EOPMC in the option described
in the operating agreement of Foundry Square Associates III, LLC in form and
amount acceptable to EOP in its sole and absolute discretion.





               2.1.14. WEO Resolution. EOP has received a resolution of each of WEO, WEO
LP, and WEO Inc. executed by EOP and Wilson (certified as of the Closing by
Wilson to be true, complete and unmodified) giving WEO, WEO LP, and WEO Inc.
full power and authority to enter into, execute, deliver and perform its
obligations under this Agreement and such documents to be executed by them
described herein.





          2.2. Wilson Conditions. Wilson’s obligation to Close and to cooperate in
causing WEO to Close is subject to the following conditions which must be
fulfilled and WEO shall not participate in the Closing unless the following
conditions have been waived by Wilson or fulfilled:





               2.2.1. Representations True. The representations and warranties made by
EOP in Section 4.1 are true and not misleading.





               2.2.2. No Default. EOP is not in default under this Agreement.





               2.2.3. Consents to Amend Development Management Agreements. KSW4 has
consented to a form of Development Management Agreement acceptable to EOP and
Wilson with respect to the FS4 Project, and this Development Management
Agreement has been signed by WEO and the FS4 Owner. In addition, the FS4
Project Entity and WEO, L.P., as the development manager, have executed and
delivered that certain side letter that provides for an additional $87,484.00
in development management fees to be paid by the FS4 Project Entity to WEO,
L.P.





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               2.2.4. FS3 Approval of Transfer Documents. All of the requirements of
Section 7.04 of the Operating Agreement of Foundry Square Associates III, LLC
have been complied with.





               2.2.5. Payment of Development Fees by EOP. EOP has paid $72,000 to WEO
representing EOP’s entire share of development fees owed to Campus.





               2.2.6. Larkspur Title Policy. Wilson-Larkspur has received, at its sole
cost (including the cost of escrow and other related fees), a title insurance
policy insuring the interest of the Larkspur Entity in the Larkspur Entity’s
option in form and substance acceptable to Wilson-Larkspur in its sole and
absolute discretion.





               2.2.7. Cancellation of Wilson Loan Note. EOPMC has delivered to Wilson the
original of the Wilson Note marked “Paid in Full and Cancelled” together with a
release of security for and termination of the obligations relating to the
Wilson Note.





               2.2.8. Return of Excess Concar Equity. Wilson has received its share of
the excess equity required to be distributed pursuant to Section 12.





               2.2.9. WEO Resolution. Wilson has received a resolution of each of WEO,
WEO LP, and WEO Inc. executed by EOP and Wilson giving WEO, WEO LP, and WEO
Inc. full power and authority to enter into, execute, deliver and perform its
obligations under this Agreement and such documents to be executed by them
described herein.





     Each of EOP, with respect to the conditions in Section 2.1, and Wilson,
respect to the conditions in Section 2.2, hereby agrees that, upon the Closing
(if it occurs) of the transactions contemplated by this Agreement, the
foregoing conditions to Closing (as conditions only) shall be deemed waived if
such conditions have not been satisfied.





          2.3. Related Party Consents. To the extent, if any, that a consent,
waiver, approval or agreement is required to the transactions contemplated by
this Agreement by (i) Riverside under the loan documents for loans secured by
the real property interests held by the Owners of SR, FS2, Ferry, Concar, or
FS4 or (ii) any of the EOP Investors under any of the Project Entity Operating
Agreements, or (iii) any member of the Wilson Group, or any entity which such
member controls, such consent, waiver or approval is hereby given and such
transactions are deemed to be permitted transactions. Each such party shall
deliver all documents and perform all acts as may be necessary or reasonably
required to evidence such consent, waiver or approval; provided that such
documents do not create any obligations other than those provided in this
Agreement or agreements contemplated hereby. EOP shall cause the EOP Parties,
Wilson shall cause the Wilson Parties, and they shall jointly cause WEO and the
WEO Subsidiaries, to take the foregoing actions.





     3.     Payment of Purchase Price.





          3.1. Payment for FS2, FS3 and Ferry. At Closing, EOPMC shall pay $3 to
WEO.







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          3.2. Payment for SR. At Closing, EOPMC shall pay the SR Purchase Price to
WEO. WEO shall distribute 49.9% thereof to EOP and 50.1% thereof to Wilson.
Upon the Closing, in lieu of wiring 49.9% of the SR Purchase Price to WEO,
EOPMC shall be deemed to have paid such amount to WEO and WEO shall be deemed
to have distributed such amount to EOP.





          3.3. Payment for Larkspur. At Closing, Wilson-Larkspur shall pay $1 to
WEO.





     4.     Representations and Warranties.





          4.1. EOP Representations. EOP hereby represents and warrants to Wilson
that:





               4.1.1. Authority. This Agreement and all documents executed in connection
herewith by each of the EOP Parties have been duly authorized by all necessary
action on the part of each such party; each such party has full power and
authority to enter into, execute, deliver and perform its obligations under
this Agreement and such documents; and such person or persons executing this
Agreement or such other documents on behalf of such party have the full right,
power and authority to execute this Agreement and such other documents on
behalf of such party and to bind such party without the consent or approval of
any other person or entity. This representation shall survive indefinitely.





               4.1.2. Ownership of WEO Interest. EOP is the sole owner of, and has not
transferred or assigned, the interests in WEO described in the Original WEO
Agreement as being held by EOP, free of any liens or encumbrances of any kind
or nature. This representation shall survive indefinitely.





               4.1.3. Title. To EOP’s knowledge, WEO is the sole owner of the
WEO-Larkspur Interest, free of any liens or encumbrances of any kind or nature.





               4.1.4. No Unwritten Reps. EOP understands and acknowledges that Wilson is
not making any representations or warranties with respect to the transactions
contemplated by this Agreement other than those that are set forth in writing
in this Agreement and all other documents relating to such transactions.





               4.1.5. Larkspur. Capitalized terms used in this Section 4.1.5 have that
meaning ascribed to them in that certain Mutual Release dated as of the date
hereof relating to Larkspur. To EOP’s knowledge, interests in the Venture that
were originally held in the name of Cornerstone Properties Inc. or Cornerstone
Properties Limited Partnership passed by operation of law to EOPT and EOP OP
respectively by merger in June 2000, that these interests were then contributed
to EOP and in turn to WEO and in turn to W-Larkspur, so that the WEO Parties
include all parties who are in the foregoing chain of ownership of the
interests in the Venture now held by W-Larkspur and that no other entity or
person related to or affiliated with the EOP Parties has any interest in the
Option, the Property or any rights with respect to the development of the
Property which is not now held by the Venture. Notwithstanding anything to the
contrary




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 herein, the liability of EOP pursuant to this Section 4.1.5 is limited to
the out-of-pocket loss of any Wilson Party under the above-referenced Mutual
Release.





          4.2. Wilson Representation. Wilson hereby represents and warrants to EOP
that:





               4.2.1. Authority. This Agreement and all documents executed in connection
herewith by Wilson, WEO Inc., WEO LP, Wilson-Larkspur and the other Wilson
Parties have been duly authorized by all necessary action on the part of each
such party and each such party has full power and authority to enter into,
execute, deliver and perform its obligations under this Agreement and such
documents; and such person or persons executing this Agreement or such other
documents on behalf of such party have the full right, power and authority to
execute this Agreement and such other documents on behalf of such party and to
bind such party without the consent or approval of any other person or entity.
This representation shall survive indefinitely.





               4.2.2. Ownership of WEO Interest. It is the sole owner of, and has not
transferred or assigned, the interests in WEO described in the Original WEO
Agreement as being held by Wilson, free of any liens or encumbrances of any
kind or nature other than the security interests created in favor of EOPMC in
connection with the Wilson Note, which has been or will be released at or
before the Closing. This representation shall survive indefinitely.





               4.2.3. Organization of Acquired Companies. To Wilson’s knowledge, Part
4.2.3 of the “Disclosure Schedule” (which is attached hereto as Exhibit F) sets
forth a complete and accurate list of all of the direct and indirect, wholly
owned and partially owned, subsidiaries (with the Sold Project Entities, the
“Acquired Companies”) of the FS2 Project Entity, the FS3 Project Entity, the
Ferry Project Entity and the SR Project Entity (collectively, the “Sold Project
Entities”), their jurisdiction of formation and the identity of each member. To
Wilson’s knowledge, Wilson, WEO or the Acquired Companies or a person directed
by them have delivered to EOP or its Affiliates an original or a copy of all
the organizational documents (including certificates of formation, operating
agreements, certificated of limited partnership, partnership agreements,
articles and bylaws, and other like items as applicable) of each Acquired
Company.





               4.2.4. Title. To Wilson’s knowledge, WEO is the owner of the FS2 Interest,
the FS3 Interest, the Ferry Interest and the SR Interest free of any liens or
encumbrances of any kind or nature.





               4.2.5. Encumbrances. To Wilson’s knowledge, except as set forth in the
Title Policy or as set forth on Part 4.2.5 of the Disclosure Schedule, none of
the real property assets, interests in other Acquired Companies or other assets
of the Acquired Companies are encumbered by any security interest or other
encumbrance, except for (i) any such other assets encumbered by purchase money
security interests, or (ii) inchoate mechanics lien rights for which no
mechanics lien claim has been filed, in each case in connection with which
there is no delinquency.





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               4.2.6. Books and Records. To Wilson’s knowledge, except as set forth on
Part 4.2.6 of the Disclosure Schedule, there have been no minutes of meetings
of, or resolutions adopted by, the Acquired Companies. To Wilson’s knowledge,
as of the Closing, the original or a copy of all books and records (i.e.
relating to financial, corporate and organizational matters) of the Acquired
Companies relating to periods prior to November 1, 2002 that are in the
possession or control of Wilson will be in the possession of EOP (whether
delivered at Closing or previously delivered) or will be available or made
available for delivery to EOP; it being understood and agreed that Wilson shall
have the right to review and copy such books and records at reasonable times
and upon reasonable notice. After the Closing, WEO and Wilson agree to
cooperate in causing to be transferred to any Acquired Company any of that
Acquired Company’s books and records found not to be in the possession of EOP
and any that pertain to the period after October 31, 2002.





               4.2.7. Tax Returns. To Wilson’s knowledge, except as set forth on Part
4.2.7 of the Disclosure Schedule, the Acquired Companies have filed or caused
to be filed (on a timely basis since their formation) all income tax returns
that are or were required to be filed by or with respect to any of them, either
separately or as a member of a group of entities, pursuant to applicable legal
requirements for all periods prior to January 1, 2002.





               4.2.8. Property and Contracts. To Wilson’s knowledge, Part 4.2.8 of the
Disclosure Schedule sets forth a true and complete list of (i) all material
executory or partially executory contracts (the “Sold Project Contracts”)
(contracts for amounts in excess of $25,000) (a) to which the Acquired
Companies are a party or (b) that relate to the real property (the “Sold
Project Property”) owned or leased by the Acquired Companies and pursuant to
which any Acquired Company could have any obligation after the Closing,
excluding from the Sold Project Contracts documents (the “Riverside Loan
Documents”) pursuant to which the Riverside loans were made, and (ii) all
material assets (assets with a market value of more than $25,000) of the
Acquired Companies other than assets located on the Sold Project Property. To
Wilson’s knowledge, to the extent in the possession or control of Wilson, all
of the Sold Project Contracts relating to SR and FS3 have been delivered (or
deemed delivered) to EOP or its Affiliates and all of the Sold Project
Contracts relating to FS2 and Ferry have been made available EOP or its
Affiliates. Except as set forth in Part 4.2.8 of the Disclosure Schedule, to
Wilson’s knowledge, all of the Sold Project Contracts delivered or made
available pursuant to the preceding sentence are true and complete except as
may be apparent from the face of any document itself. Except as set forth in
Part 4.2.8 of the Disclosure Schedule, to the knowledge of Wilson, there are no
defaults under the Sold Project Contracts other than those of which EOP has
knowledge.





               4.2.9. Employees. To Wilson’s knowledge, none of the Acquired Companies
has ever had any employees.





               4.2.10. Compliance with Laws and Codes. To Wilson’s knowledge WEO has
received no written notice, and Wilson knows of no written notice sent to any
other party to the effect that any of the Acquired Companies or the Sold
Project Property is in violation of any applicable law, including Environmental
Laws.







10







 


               4.2.11. Litigation. To Wilson’s knowledge, except as set forth on Part
4.2.11 of the Disclosure Schedule, there are no pending, or threatened (in
writing), judicial, municipal or administrative proceedings affecting the Sold
Project Property or the Acquired Companies, or in which any Acquired Company is
a party, by reason of the direct or indirect ownership or operation of any
Acquired Company, the Sold Project Property or any portion thereof, including
proceedings for or involving collections, alleged building code or
Environmental Law or zoning violations, or personal injuries or property damage
alleged to have occurred on the Sold Project Property or by reason of the
condition, use of, or operations on, the Sold Project Property. To Wilson’s
knowledge, except as set forth on Part 4.2.11 of the Disclosure Schedule, no
attachments, execution proceedings, assignments for the benefit of creditors,
insolvency, bankruptcy, reorganization or other proceedings are pending, or
threatened, against any Acquired Company.





               4.2.12. Insurance. To Wilson’s knowledge, Part 4.2.12 of the Disclosure
Schedule lists all of the casualty and liability insurance policies (the
“Insurance Policies”) relating to the Sold Project Property (other than any
insurance coverage under EOP’s master or blanket policies) that are now or have
been in force since June 20, 2000 and the names of the insured thereunder. To
Wilson’s knowledge, neither Wilson, WEO, any Acquired Company nor any WEO
Subsidiary (as defined in the WEO Agreement) nor any Acquired Company has
received any written notice from any insurance carrier alleging any defects or
inadequacies in the Sold Project Property that, if not corrected, would result
in termination of insurance coverage or increase in the normal and customary
cost of any or all of the Insurance Policies.





               4.2.13. Property Related.





                    4.2.13.1. Defaults. To Wilson’s knowledge, except as set forth on Part
4.2.13.1 of the Disclosure Schedule, no Acquired Company is in default under
any of the documents, recorded or unrecorded, referred to in the Title
Policies, other than the Riverside Loan Documents and laws of general
applicability referred to in the Title Policies.





                    4.2.13.2. Re-Zoning. To Wilson’s knowledge, except as disclosed in Part
4.2.13.1 of the Disclosure Schedule and except for laws or proposed legislation
of general applicability, neither Wilson, WEO, any WEO Subsidiary nor any
Acquired Company has been served in any proceeding (nor does Wilson have
knowledge of any proceeding or of any written threat of any proceeding) for the
rezoning of the Sold Project Property or any portion thereof, or the taking of
any other action by governmental authorities that would have an adverse impact
on the value of the Sold Project Property or the future use of the Sold Project
Property as an office or retail building; it being understood that discussions
have been held with respect to alternative uses for or re-entitlement of the
FS3 Project and the SR2 Project.





                    4.2.13.3. Real Estate Taxes. To Wilson’s knowledge, except as disclosed
in Part 4.2.13.3 of the Disclosure Schedule, other than the amounts disclosed
on government real property tax bills received by WEO for the Sold Project
Property or as disclosed on the applicable Title Policies or updated title
reports delivered to EOP or its counsel and except for proposed legislation of
general applicability, no special assessments of any kind (special, bond or
otherwise) are or have been levied against the Sold Project Property, or any




11







 



 portion thereof, that are outstanding or unpaid, and, to Wilson’s
knowledge, none will be levied prior to the Closing; it being understood that
the Sold Project Property is subject to reassessment in light of the
construction of improvements and may be subject to reassessment as a result of
the transfers contemplated hereby. Wilson (including on behalf of WEO or any
Acquired Companies) has not entered into any outstanding written agreements
with attorneys or consultants with respect to the property taxes for the Sold
Project Property that will be binding on the owner of the Sold Project Property
or the Sold Project Property after the Closing.





                    4.2.13.4. Condemnation. To Wilson’s knowledge, neither Wilson, WEO, any
WEO Subsidiary nor any Acquired Company has received written notice advising it
of any pending or threatened condemnation or other governmental taking
proceedings affecting all or any part of the Sold Project Property.





                    4.2.13.5. Security Deposits. To Wilson’s knowledge, except as shown in
Part 4.2.13.5 of the Disclosure Schedule (i) there are no security deposits,
advance or other prepaid rents for more than one month under any leases or
occupancy agreements (collectively, “Leases”) relating to the Sold Project
Property, other than any amounts being held by a member of the EOP Group or one
of the Acquired Companies, and (ii) no such amounts are being held by Wilson,
WEO, WEO Inc. or WEO LP.





                    4.2.13.6. Accounts. To Wilson’s knowledge, Part 4.2.13.6 of the
Disclosure Schedule lists all accounts in which the Acquired Companies have an
interest. Wilson shall cooperate with the EOP Parties in changing the
authorized signatories therefor.





                    4.2.13.7. Leases. To Wilson’s knowledge, the leases set forth on Part
4.2.13.7 of the Disclosure Schedule constitute all fully signed leases,
occupancy agreements and termsheets (and expressly not including nonbinding
prospective leases, nonbinding occupancy agreements and nonbinding termsheets)
affecting the Sold Project Property. To Wilson’s knowledge, complete and
accurate copies of all such leases have been provided for EOP’s review. To
Wilson’s knowledge, there is no material default by any of the Acquired
Companies under such leases.





                    4.2.13.8. Environmental. To Wilson’s knowledge (including its knowledge of
Environmental Laws, however limited it may be), and except with respect to
possible claims, violations, liabilities or obligations resulting from the
existence on, under, or about the Sold Project Property of Hazardous Materials
(as hereinafter defined) disclosed on the environmental reports shown in Part
4.2.13.8 of the Disclosure Schedule (the “Existing Environmental Reports”),
true and complete copies of which have been made available for review by or
delivered to EOP, or otherwise disclosed in Part 4.2.13.8 of the Disclosure
Schedule: (i) the Sold Project Property and its operations are not in violation
of any environmental laws, regulations and any applicable permits
(collectively, “Environmental Laws”) regulating the environment or any
substance (“Hazardous Material”) that (a) now is regulated or governed by,
requires investigation or remediation under, or is defined as a hazardous
waste, hazardous substance, pollutant or contaminant under any governmental
statute, code, ordinance, regulation, rule or order, and any amendment thereto,
including the Comprehensive Environmental Response Compensation and Liability
Act, 42 U.S.C. §9601 et




12







 



 seq., and the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et
seq., or (b) that is toxic, explosive, corrosive, flammable, radioactive,
carcinogenic, dangerous or otherwise hazardous, including gasoline, diesel
fuel, petroleum hydrocarbons, polychlorinated biphenyls, (PCBs), asbestos,
radon and urea formaldehyde foam insulation; (ii) no conditions exist at, on,
near, in, about or under the Sold Project Property that would constitute a
violation or give rise to any claim, liability or obligation under any
Environmental Law; and (iii) that in violation of Environmental Laws any
Hazardous Materials have ever been present on or under the Sold Project
Property.





          4.3. Survival. The representations and warranties in Sections 4.1 and
4.2.1 and 4.2.2 shall survive indefinitely. All other representations and
warranties shall survive the Closing until June 30, 2004 (the “Survival Date”).





     5.     Indemnities.





          5.1. For Breach of Representations and Warranties. Each party (an
“Indemnitor”) making representations and warranties in Section 4 shall
indemnify, defend and hold harmless the other parties hereto (including in the
case of EOP, all of the EOP Parties and in the case of Wilson, WEO LP, WEO
Inc., Wilson-Larkspur, and the Wilson Principals) and their partners, members,
managers, shareholders, officers, directors, agents, contractors, employees,
trustees and representatives (collectively, the “Indemnitees”) from and against
any and all losses, claims, damages, lawsuits, actions, causes of action,
liabilities, penalties, judgments, decrees, costs and expenses (including
reasonable attorneys’ fees and expenses), which may at any time be asserted
against or recovered from, or incurred by any of the Indemnitees arising from
or on account of the breach of any representations and warranties in Section
4, and this indemnity shall be the sole and exclusive remedy of every
Indemnitee with respect to such breach.





               5.1.1. Pre-Closing Knowledge of Breaches of Representations.
Notwithstanding anything to the contrary herein, (i) no claim shall be made and
no Indemnitee shall be entitled to any recovery under Section 5.1 against
Wilson for the breach of any representation or warranty by Wilson that EOP knew
to be false at the Closing, and (ii) no claim shall be made and no Indemnitee
shall be entitled to any recovery under Section 5.1 against EOP Parties for the
breach of any representation or warranty by EOP that Wilson knew to be false at
the Closing.





               5.1.2. Aggregate Cap on Certain Wilson Liability. The obligations of
Wilson with respect to the indemnity set forth in Section 5.1 and the WEO LP
Assignment and Assumption (the “Capped Indemnities”) shall in no event exceed
$1,500,000 (the “Aggregate Cap”) in the aggregate. The Indemnitees shall in no
event be entitled, either singly or collectively to recover against Wilson
under the Capped Indemnities any amounts in excess of the Aggregate Cap. No
claims shall be payable to or with respect to the Capped Indemnities unless the
aggregate claims are at least $50,000. Obligations that are subject to the
Project Cap shall also be subject to the Aggregate Cap and shall be included
for purposes of calculating whether the Aggregate Cap has been reached.








13







 


               5.1.3. Cap on Wilson Liability Relating to Projects. To the extent that
the obligations of Wilson with respect to the indemnity set forth in Section
5.1 result only from a breach of the representations and warranties set forth
in Sections 4.2.3 through 4.2.13, such obligations shall in no event exceed
$250,000 (the “Project Cap”) in the aggregate, and no claims shall be payable
with respect to such obligations unless the aggregate of such obligations are
at least $50,000. The Indemnitees shall in no event be entitled, either singly
or collectively, to recover against Wilson under the Capped Indemnities any
amount in excess of the Project Cap.





               5.1.4. No Cap for Certain Claims. Notwithstanding anything to the contrary
herein, (i) the limitations described in Sections 5.1.2 and 5.1.3 shall not
apply to or limit Wilson’s liability (“Ownership and Authority Liability”) with
respect to any indemnity obligations arising from or on account of the breach
of the representations and warranties in Sections 4.2.1 or 4.2.2, and (ii)
Ownership and Authority Liability shall not count toward either the Aggregate
Cap or the Project Cap.





          5.2. Other Indemnities. Wilson shall indemnify, defend and hold harmless
WEO, the EOP Parties and their partners, members, managers, shareholders,
officers, directors, agents, contractors, employees, trustees and
representatives (collectively, the “Other Indemnitees”) from and against any
and all losses, claims, damages, lawsuits, actions, causes of action,
liabilities, penalties, judgments, decrees, costs and expenses (including
reasonable attorneys’ fees and expenses), which may at any time be asserted
against or recovered from, or incurred by any of the Other Indemnitees arising
from, or on account of (i) the employment by WEO or its Subsidiaries of any
employees or individuals serving as independent contractors acting in a manner
comparable to that of individual employees, or (ii) other matters relating to
the relationship of individuals (who performed work for WEO or its Subsidiaries
in the WEO offices) with WEO or its Subsidiaries (including, with respect to
(i) and (ii), sexual harassment (except harassment by an individual (whose
knowledge is attributed to EOP under Section 13.9), wrongful termination
claims, employment discrimination claims, refusal to hire claims, claims
related to pension or profit sharing issues, vacation time, sick pay,
employment conditions or any other claims or causes of action a person may have
on account of being an employee or independent contractor). The Aggregate Cap
and the Project Cap do not apply to this Section 5.2.





          5.3. Other Indemnitor Activities. After the Closing and until the sale of
FS4 and Concar interests held by WEO, Wilson shall not directly engage in any
activities (including passive activities and incurring liabilities or potential
liabilities in excess of $1,000,000 prior to the Survival Date and $5,000,000
after the Survival Date (such liability limits, collectively, (the “Liability
Limit”)); provided that Wilson may engage in the management of, and ownership
of an interest in, WEO, WEO Inc., WEO LP, Wilson-Larkspur and other
corporations, limited partnerships or limited liability companies in which it
may invest if, in connection therewith Wilson does not incur any liabilities or
potential liabilities in excess the Liability Limit. Making an investment
shall not in and of itself be deemed to be incurring a liability. This Section
5.3 shall not preclude any activity on the part of any entity in which Wilson
owns an interest,




14







 



 provided that Wilson does not assume any contractual liability in
connection therewith in excess of the limits set forth in the preceding
sentence.





     6.     Changes to Original WEO Agreement. The Original WEO Agreement shall be
deemed to be amended at the Closing as provided in this Section 6 and these
amendments shall take effect immediately after the Closing without the need for
any further documentation. Unless otherwise specified, all references to
“Sections” in this Section 6 are intended to be the sections in the Original
WEO Agreement.





          6.1. Purpose. Section 2.3 of the Original WEO Agreement (Purpose of the
Company) is amended to delete clauses (ii) and (iii) of the first sentence and
to add the following sentence: “The purpose of the Company is limited to: (a)
acting as manager of the Concar Owner and of the FS4 Project Entity which acts
as the manager of Howard Street Investors IV, LLC, which is the co-manager of
Foundry Square Associates IV, LLC, (b) owning and holding membership interests
in the FS4 Project Entity and the Concar Owner and receiving distributions from
them and making distributions to the members of the Company as described
herein, and (c) when the Company no longer holds any membership interests in
the FS4 Project Entity or the Concar Owner, winding up and liquidating the
Company, and (d) all other activities appropriate to carry out these purposes.”
Section 2.3 of the WEO Agreement shall be deemed to allow the Company to
perform all of its obligations under this Agreement.





          6.2. Defined Terms.





               6.2.1. Amended Term. The following term defined in the Original WEO
Agreement is amended as follows:





                    Specified Equity. For those Projects where “Specified Equity” is defined
or specified as a particular dollar amount in the applicable Project Entity
Operating Agreement (including the exhibits thereto), Specified Equity shall
have the meaning set forth therein with respect to such Project, but, if no
definition or particular amount is provided under a particular Project Entity
Operating Agreement, Specified Equity shall have the meaning set forth in the
Original WEO Agreement.





               6.2.2. Redefined Terms. The following terms defined in the Original WEO
Agreement are redefined in their entirety as follows:





                    6.2.2.1. "Distributable Capital Proceeds” means the excess of (a) (i) the
Capital Proceeds from a Capital Transaction, and (ii) any decrease in the
reserves of the Company or a Project Entity or Owner, to the extent such
reserves were funded with proceeds from a Capital Transaction; over (b) the sum
of (i) amounts paid or payable by the Company to satisfy any debt required to
be repaid by the Company in connection with any Capital Transaction giving rise
to the Distributable Capital Proceeds or to satisfy liabilities and expenses
attributable to the Capital Transaction, (ii) any other costs or expenditures
attributable to the Capital Transaction or which are then due and payable by
the Company, and (iii) such reserves as the Board determines are appropriate
for the Company and its future needs.







15







 


                    6.2.2.2. "Promotional Interest” means, with respect to an EOP Project, the
aggregate cash distributions the Company has received or would be entitled to
receive from the FS4 Project Entity or the Concar Owner under Sections
3.9.2.5.3 and 3.9.2.6.3 of the operating agreements for these entities.





          6.3. Opportunities. No party to the WEO Agreement shall have any
obligation under Sections 3.1.3, 3.1.4 or 3.1.5, 3.2, 3.5, 3.6, 7.12 or 7.13 of
the WEO Agreement, whenever such obligation may have arisen or accrued and the
EOP Group and the Wilson Group release each other from all such obligations
under such Sections, past, present or future. Manager shall not propose
additional Opportunities to the Board and shall not expend any WEO funds or
commit any WEO resources with respect to any potential Qualifying Project
pursuant to Section 3.2.1 of the WEO Agreement or otherwise. The parties
understand and agree that both the EOP Group and the Wilson Group are free to
compete with and against the Company and will have no duty or obligation to
account to the Company or its members for any business opportunity or venture
apart from those related to the Project Interests now held by the Company.





          6.4. Capital Contributions. The Company may make no Capital Call
(including under Sections 5.1 or 5.2.1 of the WEO Agreement or otherwise)
unless approved by the WEO Board. A Representative may withhold his approval
of any such capital call in his sole and absolute discretion.





          6.5. No Working Capital Line. EOP shall have no right or obligation to
make credit under the Working Capital Line available to the Company, and the
parties agree and acknowledge that there are no amounts due and owing under the
Working Capital Line.





          6.6. No Company Required Funds Loans. No Member shall have the right to
make Company Required Funds Loans to the Company. The Manager shall not cause
the Company to borrow any amounts which would be a Company Required Funds Loan.
The parties hereto agree and acknowledge that there are now and never have
been any Company Required Funds Loans.





          6.7. No Permanent Capital. The Adjusted Permanent Capital Amount for each
of EOP and Wilson shall be $0.





          6.8. No Company Project Promotes.





               6.8.1. Cash Flow. Section 5.7.1.3 of the Original WEO Agreement is
replaced with the following: “Third, to the Members, Pro-Rata.”





               6.8.2. Capital Proceeds. Section 5.7.2.6 of the Original WEO Agreement is
replaced with the following: “Sixth, any Promotional Interest that has been
earned with respect to the Project to which such Distributable Capital Proceeds
relate will be distributed to Wilson.”







16







 


          6.9. Specified Project Allocations.





               6.9.1. New Terms. The following defined terms are added to Section
5.7.4.1: “FS2 Base Amount” means $503,237 and “FS3 Base Amount” means
$185,419, and the following defined terms are added:





                    6.9.1.1. "First/Howard Building 4 Base Amount” means $565,684.





                    6.9.1.2. "First/Howard Building 4 Return” means the amount that would need
to be paid as a return on the First/Howard Building 4 Base Amount so that,
based on the period from the Formation Date until the First/Howard Building 4
Base Amount and First/Howard Building 4 Return (including any portion thereof)
are paid to Wilson pursuant to Section 5.7.4, the First/Howard Building 4 Base
Amount would have received an internal rate of return (per annum) equal to the
EOP IRR for Building 4 of the First & Howard Project, taking account of all
payments in respect of the First/Howard Building 4 Base Amount and the
First/Howard Building 4 Return (including the timing of such payments).





               6.9.2. Changed or Deleted Terms. The following terms defined in Section
5.7.4 of the Original WEO Agreement are deleted or redefined in their entirety
as follows:





                    6.9.2.1. "Ferry Return” is deleted.





                    6.9.2.2. "First/Howard Building 2 Base Amount” is deleted.





                    6.9.2.3. "First/Howard Building 2 Return” is deleted.





                    6.9.2.4. "First/Howard Building 3 Base Amount” is deleted.





                    6.9.2.5. "First/Howard Building 3 Return” is deleted.





                    6.9.2.6. "Returns” means the sum of the Concar Return and First/Howard
Building 4 Return collectively, or individually the “Return.”





                    6.9.2.7. "Specified Projects” means collectively, Concar and Building 4 of
the First and Howard Project.





               6.9.3. Other Changes.





                    6.9.3.1. Correction of Total Base Amount. The amount “$2,144,200” in the
last Section 5.7.4.2 of the Original WEO Agreement is replaced with the amount
“$1,903,800”.





17







 


                    6.9.3.2. Reduction of Base Amounts Upon Payment. The third sentence of the
third paragraph of Section 5.7.4.2 of the Original WEO Agreement is replaced
with the following: “Each payment to Wilson under this Section 5.7.4.2 shall be
deemed to reduce the Concar Base Amount, the Ferry Base Amount, the FS2 Base
Amount, the FS3 Base Amount and the First/Howard Building 4 Base Amount in
proportion to their respective Base Amounts.”





                    6.9.3.3. Reduction of Specified Project Allocation Amount. Section
5.7.4.4 is deleted.





               6.10. Termination of Wilson Loan. EOP and Wilson agree that that certain
Loan Agreement between Wilson and EOPMC, dated as of June 20, 2000, the Wilson
Note and all other documents executed in connection with the Wilson Loan are
terminated and of no further force or effect. Neither EOP nor Wilson shall
have any further right or obligation pursuant to Section 5.9 of the Original
WEO Agreement.





               6.11. No Additional Project Financing. Neither EOP, nor any other member
of the EOP Group (as defined in the WEO Agreement) shall have any further right
or obligation to, or to cause a subsidiary of EOP OP (as defined in the WEO
Agreement) to, make available the financing described under the heading
“Project Financing” in that certain letter from EOP to Wilson dated as of
October 27, 2000, other than existing financing for Concar and FS4.





               6.12. Authority and Duty. Notwithstanding anything to the contrary,
Manager shall have no responsibility or authority to perform those duties or
actions described in Sections 7.1.1, 7.1.2, 7.1.3, 7.1.6, 7.1.7, 7.11, 7.12 and
7.13 (except the first sentence) of the Original WEO Agreement. Notwithstanding
anything to the contrary, Manager shall have no responsibility or authority to
perform those duties of actions described in Sections 7.1.8, 7.1.14 and 7.1.16
of the Original WEO Agreement without approval of the WEO Board (except as
provided in this Agreement). The reference to “employees” in Section 7.6 of the
Original WEO Agreement is deleted. Nothing in this Section 6.12 shall be
construed to increase the authority or powers of Manager.





               6.13. Time Devoted to WEO. Section 7.8 of the Original WEO Agreement is
amended to say in its entirety, “The Manager and the Wilson Principals will
devote such time to the affairs of the Company as is reasonably necessary for
the conduct of the Company’s business and the responsibilities of Manager
hereunder.”





               6.14. No Expenditures on New Projects. Section 8.3.7 of the Original WEO
Agreement is deleted.





               6.15. Budget. The budget for WEO most recently approved by the Board (if
any) shall be rescinded and a budget providing for no expenditures other than
for the payment of fees and costs for the Company’s accounting, auditing,
taxes, government fees and permits, preparation and filing of tax returns and
insurance premiums shall be deemed to have been approved by the Board in its
place. Neither Member nor Manager shall cause the Company to




18







 



 expend any amount other than for these permitted expenses without the
further consent of the Board.





               6.16. Borrowing. Section 8.3.19 of the Original WEO Agreement shall be
amended to say in its entirety, “Causing the Company to borrow money;”.





               6.17. Employees. Section 8.3.26 of the Original WEO Agreement shall be
amended to say in its entirety, “Hiring any employees or paying any salary,
bonus or other compensation to any employee or individual consultant of the
Company or any Subsidiary;”.





               6.18. Dissolution Event. A “Dissolution Event” shall have occurred, in
addition to those instances specified in the Original WEO Agreement, when WEO
no longer owns any membership interest in FS4, and no longer owns any
membership interest in Concar.





               6.19. Additional Wilson Principal. Wilson acknowledges and agrees that Jon
Knorpp has been a Wilson Principal since May 29, 2001.





     7.     Development Management Agreements.





          7.1. Changes. At the Closing, the Development Management Agreements
between WEO and each of the Owners of Ferry, Concar and FS2 shall be deemed to
have been amended as follows (with “Manager” having that meaning ascribed to it
in the applicable Development Management Agreement):





               7.1.1. Payment of Remaining Fees. Section 5.2.2 thereof shall be deleted.
In lieu thereof the parties to each Development Management Agreement agree as
follows: The remainder of the Development Fee, adjusted, if applicable as
provided in Section 5.2.1 thereof, not previously paid to Manager shall be paid
to Manager as follows: (i) 50% on the later of (a) Close Out (as defined below)
or (b) the earlier of June 30, 2003 or Project Stabilization; and (ii) 50% on
the later of (a) Close Out, or (b) the earlier of June 30, 2004 or Project
Stabilization. “Close Out” means, final completion of construction and close
out of the Project (other than completion of tenant improvements and completion
of those aspects of the core and shell that Owner does not want to be completed
prior to certain tenant improvements) and of all of Manager’s duties related
thereto (excluding any matters in litigation, arbitration or mediation, or
matters that relate to the failure of a contractor or design professional to
complete punch list items or deliver written assignments of warranties any of
which items or warranties could not have more than a $25,000 impact on the
Project individually, or a $50,000 impact in the aggregate, if not resolved in
a manner satisfactory to Owner) and fully performing the obligations in Section
7.1.5.





               7.1.2. Termination of Brokerage Agreements. If the Brokerage Agreement for
FS2 or Ferry is terminated without cause, the remainder of the Development Fee
for such Project will be paid on the earlier of the times specified in Section
7.1.1 or Close Out with respect to such Project.







19







 


               7.1.3. No Fee Acceleration on Transfer to EOP. The last paragraph of
Section 5.2 thereof (which follows Section 5.2.2 thereof) is deleted.





               7.1.4. Assignment of Work Product. As part of the Close Out, Manager shall
(and shall cause Wilson and WEO Inc. to) deliver to Owner an assignment (in the
form attached as Exhibit I) to Owner of all right, title and interest of
Manager, Wilson, its Affiliates, (and to the extent Wilson is acting as the
Manager of WEO) of WEO in all Deliverable Work Product pertaining to the
Project.





               7.1.5. Delivery of Work Product. As part of the Close Out, (i) to the
extent not reasonably needed in connection with any work remaining under the
Development Management Agreement after the Close Out, (ii) to the extent in the
possession or control of Wilson, its Affiliates, WEO, WEO Inc. or Manager, and
(iii) to the extent not Inseparable Work Product, Manager shall (and shall
cause WEO, Wilson, Wilson’s Affiliates and WEO Inc. to) deliver to Owner all
Deliverable Work Product. Manager shall (and shall cause Wilson, Wilson’s
Affiliates and WEO Inc. to) deliver to Owner all remaining Deliverable Work
Product as and when clauses (i), (ii) and (iii) of the preceding sentence cease
to apply thereto. Manager, Owner and their Affiliates shall all have unlimited
access (at reasonable times and upon reasonable notice) to any Deliverable Work
Product in the possession or control of any of them. Prior to the delivery to
Owner of any Deliverable Work Product, Manager shall (and shall cause Wilson,
Wilson’s Affiliates and WEO Inc. to) provide Owner and its Affiliates with
unlimited access (at reasonable times and upon reasonable notice) thereto.





               7.1.6. Change Reference. The reference to “Manager” in Section 7.1.1.4
thereof shall be replaced with a reference to “Wilson/Equity Office, LLC”.





               7.1.7. TI Construction Management. The Manager shall coordinate and/or
supervise the construction of tenants’ tenant improvements in the Project
whether or not any such tenant’s lease contains provisions for the payment of
fees that would be paid to Manager pursuant to Section 5.3 of the Development
Management Agreement. Owner shall have no obligation to include any such
provision in any lease.





          7.2. SR Remaining Fees. Section 5.2.2 of the Development Management
Agreement for SR1 shall be amended in its entirety as follows: “The remainder
of the Development Fee, adjusted, if applicable as provided above, not
previously paid to Manager shall be paid to Wilson Realty Partners, L.P. (as
successor in interest to Manager) in January 2003.”





          7.3. SR2 and FS3 Development Management Agreements. After the Closing, no
party to the Development Management Agreements for SR2 or FS3 shall have any
obligations under such Development Management Agreements, except for those that
arose or accrued prior to the Closing. The Owners of SR2 and FS3 shall not be
obligated to pay any amount under the applicable Development Management
Agreements following the Closing.





          7.4. Development Management Agreement Payments. The parties hereto agree
that attached Exhibit H accurately and completely shows (i) all amounts that
have been




20







 



 paid under the Development Management Agreements prior to Closing, and
(ii) all amounts to be paid under the Development Management Agreements from
and after Closing.





          7.5. Close Out Plans. Wilson shall cause WEO LP under the applicable
Development Management Agreement to act as development manager to promptly
implement or cause to be implemented, the FS2 Close Out Plan and the Ferry
Close Out Plan (provided that WEO LP is not hereby assuming the obligation to
pay for or guaranty the performance of any construction or other work under
construction contracts).





          7.6. Approval of Ferry Changes. Notwithstanding anything to the contrary
herein the changes described in Section 7.1 shall not become effective unless
and until BoA has consented thereto. The parties to the Ferry Development
Management Agreement shall memorialize such changes in a separate amendment.
Manager agrees that the last paragraph of Section 5.2 of the Ferry Development
Management Agreement (which follows Section 5.2.2 thereof) shall not be
enforceable.





     8.     Leasing.





          8.1. Provisions in Project Entity Operating Agreements. The parties
acknowledge and agree that WEO and the Project Entities have not entered into
leasing agreements with WEO Inc. as contemplated by certain of the Project
Entity Operating Agreements (see, for example, Section 5.13 of the FS4 Project
Entity Operating Agreement), and that Wilson shall not cause or permit the
Project Entities to enter into such any agreements.





          8.2. WEO Agreement Provisions Apply Only to FS4 and Concar.
Notwithstanding anything to the contrary herein or in the WEO Agreement, the
parties acknowledge and agree that WEO Inc. (in cooperation with an affiliate
of EOP) has performed and will continue to perform leasing brokerage services
with respect to leasing for FS4 and Concar (excluding the Sun Lease and the
Siebel Lease (each as defined below), the “Covered Lease Transactions”). After
the Closing, Section 4.3 of the WEO Agreement shall not apply to any
transactions other than Covered Lease Transactions and no leasing commissions
shall be payable pursuant to such Section 4.3 with respect to any other
transactions. Pursuant to Section 4.3 of the WEO Agreement, EOP hereby
nominates and designates its affiliate Equity Office Properties Management
Corp. (“EOP Broker”) as the recipient of all payments to the EOP Group pursuant
to such Section 4.3 with respect to Covered Lease Transactions. The parties
hereby agree that WEO Inc. and EOP Broker will provide the services and receive
the commissions that would otherwise have been received by WEO and EOP
respectively under Section 4.3 and Exhibit 5.13(b) of the FS4 Project Entity
Operating Agreement with respect to Covered Lease Transactions (including
leases for which full commissions have not yet been paid as of the Closing).
Except as otherwise set forth in this Agreement, from and after the Closing, as
commissions are paid with respect to Covered Lease Transactions, instead of all
such payments being made to WEO Inc., all payments due to the EOP Group under
Section 4.3 of the WEO Agreement (including, for example, with respect to
Concar, 49.9% of the commission payable to the Company as well as the
additional 20% and additional 50% portions of the commission (the “Overrides”))
shall be paid directly by the Owner (as defined in the WEO Agreement) to EOP
Broker and all payments due to Wilson under such Section 4.3 (equaling




21







 



 50.1% of the commission payable to the Company, less (as applicable) the
Overrides) shall be paid directly to WEO Inc.





          8.3. Sun & Siebel Commissions. Absent this Agreement, the remaining
commissions to be paid under Section 4.3 of the WEO Agreement and Exhibit
5.13(b) of the FS4 Project Entity Operating Agreement for the so-called “Sun
Lease” of Foundry Square IV are $883,920 and Wilson will cause (and EOP shall
cause the EOP Investor to give any consent required) the Owner to pay these
commissions to WEO Inc., KSW4 and EOP Broker as provided below on January 15,
2003. Absent this Agreement, the remaining commissions to be paid under
Section 4.3 of the WEO Agreement for the so-called “Siebel Lease” of Concar are
$1,085,590 and Wilson will cause (and EOP shall cause the EOP Investor to give
any consent required) the Owner to pay these commissions to WEO Inc. and EOP
Broker as provided below on January 15, 2003.





          8.4. Sun and Siebel Payments to EOP Broker in Lieu of Wilson. The
commission payments described in Section 8.3 shall be paid to EOP Broker or its
nominee in the amount of $844,344 and $827,470 shall be paid to WEO Inc. or its
nominee, and the balance to KSW4.





          8.5. San Rafael Trailing Commissions. If the Owner of SR1 (or its
successor in interest) enters into a lease with any of the prospective tenants
shown on Exhibit G attached hereto and such lease is executed either (i) within
six months after the Closing Date, or (ii) within one year after the Closing
Date of this Agreement with respect to prospective tenants to whom Owner has
physically shown the Premises or with whom Owner has had active discussions in
the 60 day period immediately prior to the date six months after the Closing
Date, then EOP shall cause the following leasing commissions to be paid to WEO
Inc.: (A) if an outside broker also is entitled to a commission with respect to
such lease, an amount equal to 40% (i.e. 50% minus EOP’s 20% override) of the
leasing commission paid to the outside broker, or (B) if no leasing commission
is payable to an outside broker with respect to such lease, an amount per
rentable square foot that is 80% of a full market leasing commission where
there is a landlord’s and a tenant’s broker (i.e. taking account of EOP’s 20%
override). The parties hereto shall cooperate to arrange for an orderly
transfer of leasing responsibility from WEO and its Subsidiaries (as defined in
the WEO Agreement) to EOP and its Affiliates.





          8.6. Letter Commission Agreements. As and to the extent deemed by Wilson
or EOP to be necessary to present to third parties, EOP and Wilson shall cause
(to the extent in their control) to be executed by the Owners and WEO Inc.
and/or WEO LP side letters describing the agreement with respect to leasing
commissions for SR1, FS4 and Concar.





          8.7. No Further WEO Leasing. EOP and Wilson hereby agree that after the
Closing, WEO will no longer be responsible for the leasing of any Project and
that apart from the commissions to be paid pursuant to the Brokerage Agreements
and this Agreement (including Section 8.2), no other leasing commissions will
be due to any of the EOP Group or the Wilson Group under the terms of the WEO
Agreement or the Project Entity Operating Agreements.







22







 


     9.     Insurance.





          9.1. Property Insurance/Builder’s Risk Insurance. The parties acknowledge
that: (i) EOP has added SR1, FS2 and Ferry to its master property insurance
program as of the date of receipt of the temporary certificate of occupancy for
each such project. Each of FS4 and Concar will remain on their respective
builder’s risk insurance policies until a temporary certificate of occupancy
(or, in the case of Concar, a certificate of substantial completion from the
City of San Mateo) is issued, whereupon EOP will add such project to its master
property insurance program (provided that the project is still owned by the
existing Project Entity and has not been sold); it being understood that a
temporary certificate of occupancy has been obtained for Ferry and a
certificate of substantial completion has been obtained for Concar and the
parties are in the process of trying to transfer these policies.





          9.2. General Liability Insurance. The parties understand that currently
WEO and its members, WEO LP, WEO Inc. and the Project Entities are covered by a
commercial general liability policy maintained by WEO (the “CGL Policy”) and
that the FS2, FS4, Ferry and Concar Projects are covered with owners and
contractors protective liability policies (the “OCP Policies”). Following the
Closing, WEO LP will continue the existing CGL Policy which will continue to
name Wilson and WEO LP and WEO Inc. (under their new names) and their members,
partners and owners as named insureds. Wilson (including by acting as Manager
of WEO) shall cause (and EOP shall cooperate with Wilson in connection
therewith) WEO and the FS2, FS3, and Ferry Projects and the related entities
and their Subsidiaries to be removed from the existing CGL Policy and EOP will
have the removed parties added to the EOP master liability policy going forward
(to the extent that EOP and its Affiliates have acquired all of the interests
of WEO in these Projects at or after the Closing). Each of the FS4 and Concar
Projects and the related entities and their Subsidiaries will remain on the
existing CGL Policy until the earlier of (i) the date such Projects are sold,
(ii) the date that Wilson transfers its indirect interests therein to EOP, or
(iii) the date the OCP Policy for the particular Project expires (currently
January 13, 2003 for Concar and April 1, 2003 for FS4), at which time, unless
they are sold, they will be added to the EOP master liability policy. From and
after the Closing, WEO LP will be solely responsible for paying all premiums
for the CGL Policy and maintaining liability insurance for the remaining
insureds on such policy on such terms and in such amounts as Wilson deems
appropriate.





     The OCP Policies for the FS2, FS4, Ferry and Concar Projects will be
terminated when their respective Project Entities are removed from the CGL
Policy and added to the EOP master liability policy or when they expire,
whenever is earlier. The OCP Policies for FS2, FS4, and Ferry Project
currently expire April 1, 2003 and the Concar OCP Policy expires on January 13,
2003. Premiums for the OCP Policies have been and will continue to be paid by
the respective Projects. Wilson (including by acting as Manager of WEO) shall
use its reasonable efforts to cause the terms of the OCP Policies to be
shortened to end on the Closing Date and to obtain and cause the payment of any
return or refund of additional premiums resulting from such a shortening to the
applicable Project.





     The provisions of this Section 9 shall be deemed to modify any provisions
relating to the Manager’s obligations to obtain and/or maintain insurance set
forth in the WEO Agreement, the




23







 



 Project Entity Agreements, the Development Management Agreements or the
Brokerage Agreements to the contrary. The obligations of WEO LP and/or WEO
Inc. to maintain liability insurance with respect to development management or
leasing services shall be governed by the Development Management Agreements and
Brokerage Agreements as so modified.





          9.3. Worker’s Compensation and Employer’s Liability. The parties
acknowledge and agree that: (i) worker’s compensation and employer’s liability
insurance currently is held by WEO Inc., the sole employer in the WEO
structure; (ii) such insurance will remain with WEO Inc. (under its new name);
and (iii) Wilson shall cause worker’s compensation insurance to be maintained
by WEO Inc. after the Closing to the extent required by law.





     10.     Ferry Payments and Guaranties.





          10.1. Post-Closing Payments Relating to Ferry. As part of the
consideration for the sale of the Ferry Interest to EOPMC pursuant to this
Agreement, EOP shall cause EOPMC to pay to WEO, and Wilson and EOP agree to
cause WEO to distribute to Wilson, the Ferry Post-Closing Amount (as defined
below) at the times and to the extent provided in this Section 10.1. WEO will
take the payment of the Ferry Post-Closing Amount into account in computing
WEO’s loss on the sale of the Ferry Interest, and this reduced loss will be
reflected in the losses otherwise allocated to Wilson to the extent such
payment is distributed to Wilson. Section 5.7 of the WEO Agreement (including
its subsections) shall not apply to this distribution. The “Ferry Post-Closing
Payment Amount” means the difference between (i) the capital contributed by WIC
to WEO that was contributed by WEO to the Ferry Project Entity and not returned
to WIC and (ii) $1,862,010.





     Until the Ferry Post-Closing Payment Amount has been paid to WEO pursuant
to this paragraph, each time after the Closing Date that BoA makes any Capital
Contribution (“BofA Contribution”) pursuant to Sections 4.6 or 4.7 of the FBI
Operating Agreement, EOP and EOP Ferry Investor shall cause payments to be made
to WEO (to the extent such amounts could be distributed to the Ferry Project
Entity), as follows: an amount equal to the lesser of (A)(i)(a) the amount of
the BofA Contribution, minus (b) the amount of any capital contributions or
loans (other than construction loans or amounts that would have been funded by
construction loans consistent with the Project budget) made with respect to the
Ferry Project Entity by EOP, EOP Ferry Investor or their Affiliates which were
consistent with the Project budget, multiplied by (ii) 20.04%, and (B) the
portion of the Ferry Post-Closing Amount that has not yet been paid pursuant to
this Section 10.1. Except as expressly provided in this Section 10.1, neither
Wilson nor WEO shall be entitled to any payment with respect to the Ferry
Project and the EOP Ferry Investor shall be entitled to all future BofA
Contributions. No amount shall be payable under this Section 10.1 because all
amounts that would have been payable under this Section 10.1 were paid prior to
the closing and the Ferry Post-Closing Amount is therefore zero dollars
($0.00).





          10.2. Release of Wilson from Ferry Guaranties. From and after the
Closing, neither WEO nor Wilson nor any of its members, officers, employees or
agents will have any liability or obligation to reimburse any member of the EOP
Group for any amounts EOPOP may pay or be compelled to pay with respect to that
certain Guaranty re: Investor dated December




24







 



 2001 from EOPOP to BofA and that certain Guaranty re: Master Tenant
Sublease dated December 2001 from EOPOP to FBI, including any contribution
claim on account thereof.





     11.     Other Covenants.





          11.1. Name. Following the Closing, none of Wilson, WEO Inc., WEO LP or any
member of the Wilson Group shall use or do business (including using any web
site or email address) under any name that contains the words “Equity”, “EOP”,
“EOPT”, “Office Properties” or any variant thereof.





          11.2. Internet. Within 30 days after the Closing Wilson shall cause the
registration of the internet domain name “wilsonequity.com” the (“Domain Name”)
to be transferred to EOP or its nominee. Promptly following the Closing (but no
more than 30 days thereafter): (i) Wilson shall use reasonable efforts to cause
any materials (including web pages) accessed using the Domain Name to be
removed from any publicly accessible server and shall not permit such materials
to be so accessed thereafter; and (ii) WEO and Wilson shall (and Wilson shall
(a) cause its Affiliates, WEO Inc. and WEO LP to, and (b) cause their (and
those of its Affiliates, WEO Inc. and WEO LP) employees, contractors,
consultants and the like to) no longer provide a return email address that uses
the Domain Name. EOP shall allow the Domain Name to be used by Wilson to
forward email (or EOP may do so itself at EOP’s option), provided that all
costs and expenses associated therewith are paid by Wilson promptly following
demand for such payment by EOP. EOP shall not be liable under any circumstances
for any failure to forward or receive email. Upon Wilson’s request EOP shall
abandon the Domain Name and EOP’s obligations with respect thereto shall
terminate.





     12.     Reduction in Concar Specified Equity. The Specified Equity for the
Concar Project Entity shall be reduced from $8,666,243 to $7,893,187 and the
$8,666,243 amount specified on Exhibit B to the Project Entity Operating
Agreement for Concar shall be deemed deleted and replaced with the $7,893,187
amount. To the extent not undertaken prior to the Closing, WEO as manager of
the Concar Project Entity is hereby authorized and directed to immediately
distribute the following amounts to WEO and to the Concar EOP Investor as a
return of capital with respect to the excess equity previously contributed by
such parties: (i) with respect to the Concar EOP Investor, $773,056; and (ii)
with respect to WEO, $515,370. Wilson, as manager of WEO, is hereby authorized
and directed to distribute immediately on receipt to Wilson and to EOP, as a
return of capital, their respective shares of such $515,370 in the ratio of
50.1/49.9.





     13.     Miscellaneous.





          13.1. Attorneys Fees. In the event of any dispute, including, but not
limited to, any action at law or in equity, as to the enforcement or
interpretation of the terms of this Agreement, the prevailing party shall be
entitled, in addition to all expenses, costs or damages awarded by a court of
competent jurisdiction and to any other relief to which such party may be
entitled, to reasonable attorneys’ fees, whether or not such controversy was
litigated or prosecuted to judgment; provided however that for any dispute
involving WEO (a) and any EOP Party where WEO is the non-prevailing party,
Wilson shall be responsible for (i) all attorneys




25







 



 fees, court costs and experts expenses of WEO, and (ii) any obligation of
WEO to make a payment to any prevailing party for their attorney’s fees and
costs, and (b) and any Wilson Party where WEO is the non-prevailing party, EOP
shall be responsible for the expenses in (i) and (ii). Except as otherwise set
forth in the preceding sentence, each of Wilson and EOP shall be responsible
for any and all costs and expenses (including the fees and expenses of its
attorneys, advisors and consultants) it may incur in connection with the
negotiation and implementation of this Agreement and neither WEO nor any
Subsidiary (as defined in the WEO Agreement) thereof shall incur any such costs
or expenses.





          13.2. Individuals Signing. The individuals executing this Agreement on
behalf of the parties hereto individually represent and warrant that he or she
has been authorized to do so on behalf of such party and has the power to bind
such party.





          13.3. Relation to Other Agreements. To the extent there is any
inconsistency between any of the provisions of this Agreement and the
provisions of any other Agreement referenced herein, the provisions of this
Agreement shall control.





          13.4. Governing Law. This Agreement shall be construed under and
interpreted in accordance with and governed by the laws of the State of
California without regard to the conflicts of law provisions thereof.





          13.5. Complete Agreement. As of the effective date hereof, this Agreement
and the agreements executed as contemplated hereby, contain the full and
complete understanding of the parties with respect to the subject matter hereof
and replace any prior agreement or arrangement between any of the parties,
whether oral or written. The provisions of this Agreement may only be amended
by a subsequent instrument in writing clearly purporting to effect such
amendment and signed by all parties.





          13.6. Waiver; Remedies. No delay on the part of any party in exercising
any right, power or privilege hereunder shall operate as a waiver thereof, nor
shall any waiver of any right, power or privilege hereunder operate as a waiver
of any other right, power or privilege hereunder, nor shall any single or
partial exercise of any right, power or privilege hereunder preclude any other
or further exercise thereof or of any other right, power or privilege
hereunder, nor shall any waiver constitute a continuing waiver. No waiver
shall be binding unless executed in writing by the party making the waiver.
The rights and remedies herein provided are cumulative and are not exclusive of
any rights or remedies that the parties otherwise may have at law or in equity.





          13.7. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of, and be enforceable by, the parties hereto and their respective
heirs, personal representatives, successors and permitted assigns.





          13.8. Construction. Whenever used in this Agreement, the singular shall be
construed to include the plural and vice versa, where applicable, and the use
of the masculine, feminine or neuter gender shall include the other genders.
The subject matter and language of this Agreement has been the subject of
negotiations between the parties and their respective




26







 



 counsel, and this Agreement has been jointly prepared by their respective
counsel. Accordingly, this Agreement shall not be construed against any party
on the basis that this Agreement was drafted by such party or its counsel.
Headings of sections and subsections are for convenience of reference only, and
shall not be construed as a part of this Agreement, or as limiting or defining
the scope of any term or provision hereof.





          13.9. Knowledge. References herein to the “knowledge” of Wilson shall mean
the actual knowledge of William Wilson III, Thomas Sullivan, Jacqueline Moore,
Lee Van Boven, Jon Knorpp and Robert Paratte, Alberto Medina, Joseph Nootbaar
(only with respect to matters relating to FS2 or FS3), Jeff Holzman (only with
respect to matters relating to SR1 or SR2), Scott Stephens (only with respect
to matters relating to insurance and WEO third-party leasing operations and
third-party property management), Christopher Meany (only with respect to
matters relating to Ferry) and Terry Reagan (only with respect to matters
relating to Ferry and FS2) without any duty of investigation. References herein
to the “knowledge” of EOP shall mean the actual knowledge of Robert Winter,
Stanley Stevens, Jeffrey Arnold, Greg Rose, Susan Sagy, Mark Geisreiter, Peter
Adams, Eric Gaertner (only with respect to leasing matters relating to Ferry
and FS2 leasing), Stephanie Bazzini (only with respect to matters relating to
Ferry), Kathy Kovaleff (only with respect to property management matters
relating to SR1), Norman Quinn (only with respect to real property tax matters
relating to Ferry, SR1, or SR2), and Wally Roach (only with respect to matters
relating to WEO operations and to SR1, SR2, Ferry, FS2), without any duty of
investigation. “Including” means including without limitation.





          13.10. Counterparts. This Agreement may be signed in any number of
counterparts with the same effect as if the signatures to each counterpart were
upon a single instrument, and is intended to be binding when all parties have
delivered their signatures to the other parties. Signatures may be delivered
by facsimile transmission. All counterparts shall be deemed an original of
this Agreement.







27







 


     In witness whereof the undersigned have executed this Agreement as of the
day and year first above written.






	 	 	 	 	 	 	 	 	 
		 	
WEO:
	 	 	 	 	 	 	 	 	 
	 	 	
WILSON/EQUITY OFFICE, LLC, a Delaware
	 	 	
limited liability company
	 	 	 	 	 	 	 	 	 
	 	 	
By:
	 	EOP Investor, L.L.C., a Delaware
	 	 	 	 	limited liability company, its member
	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Equity Office Properties
	 	 	 	 	 	 	Management Corp., a Delaware
	 	 	 	 	 	 	corporation, its Member Manager
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:
	 	/s/ STANLEY M. STEVENS

	 	 	 	 	 	 	Name:
	 	STANLEY M. STEVENS

	 	 	 	 	 	 	Title:
	 	Vice President

	 	 	 	 	 	 	 	 	 
	 	 	
By:
	 	Wilson Investors — California, LLC, a
	 	 	 	 	Delaware limited liability company,
	 	 	 	 	its member
	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:
	 	/s/
THOMAS P. SULLIVAN

	 	 	 	 	 	 	Thomas P. Sullivan
	 	 	 	 	 	 	Its Manager
	 	 	 	 	 	 	 	 	 
	 	 	
WILSON:
	 	 	 	 	 	 	 	 	 
	 	 	
WILSON INVESTORS -
	 	 	
CALIFORNIA, LLC, a Delaware limited liability
	 	 	
company
	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:
	 	/s/ THOMAS P. SULLIVAN

	 	 	 	 	 	 	Thomas P. Sullivan
	 	 	 	 	 	 	Its Manager





28







 




	 	 	 	 	 	 	 	 	 
		 	
EOP:
	 	 	 	 	 	 	 	 	 
	 	 	
EOP INVESTOR, L.L.C., a Delaware limited

liability company
	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Equity Office Properties
	 	 	 	 	Management Corp., a Delaware corporation,
	 	 	 	 	 its Member Manager
	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:
	 	/s/ STANLEY M. STEVENS

	 	 	 	 	Name:
	 	STANLEY M. STEVENS

	 	 	 	 	Title:
	 	VICE PRESIDENT

	 	 	 	 	 	 	 	 	 
		 	
EOPMC and EOP Broker:
	 	 	 	 	 	 	 	 	 
	 	 	
EQUITY OFFICE PROPERTIES 
 MANAGEMENT CORP., a Delaware 
corporation
	 	 	 	 	 	 	 	 	 
	 	 	By:
	 	/s/ STANLEY M. STEVENS

	 	 	Name:
	 	STANLEY M. STEVENS

	 	 	Title:
	 	VICE PRESIDENT

	 	 	 	 	 	 	 	 	 
		 	
Concar EOP Investor:
	 	 	 	 	 	 	 	 	 
	 	 	
EOP-CONCAR INVESTOR, L.L.C., a Delaware

limited liability company
	 	 	 	 	 	 	 	 	 
	 	 	By:	 	EOP Operating Limited Partnership, a

Delaware limited partnership
	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Equity Office Properties
Trust, a Maryland real estate
investment trust, its sole
general partner
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:
	 	/s/ ROBERT J. WINTER, JR.

	 	 	 	 	 	 	Name:
	 	ROBERT J. WINTER, JR.

	 	 	 	 	 	 	Title:
	 	EXECUTIVE VICE PRESIDENT — 
 DEVELOPMENT & PORTFOLIO MANAGEMENT





29







 


     To the extent applicable to the undersigned, the undersigned all consent
and agree to the relevant provisions of Sections 2.3, 8.1, 8.2 and 13 of the
attached Agreement.





	 	 	 	 	 	 	 	 	 
		 	
EOP INVESTORS:
	 	 	 	 	 	 	 	 	 
	 	 	
EOP-F2 FIRST/HOWARD INVESTORS, L.L.C., 

a Delaware limited liability company
	 	 	 	 	 	 	 	 	 
	 	 	By:	 	EOP Operating Limited Partnership, a

Delaware limited partnership
	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Equity Office Properties
Trust, a 
Maryland real estate
investment 
trust, its sole
general partner
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:
	 	/s/ ROBERT J. WINTER, JR.

	 	 	 	 	 	 	Name:
	 	ROBERT J. WINTER, JR.

	 	 	 	 	 	 	Title:
	 	EXECUTIVE VICE
PRESIDENT — 
 DEVELOPMENT & PORTFOLIO MANAGEMENT

	 	 	 	 	 	 	 	 	 
	 	 	
EOP-F3 FIRST/HOWARD INVESTORS, 
L.L.C., a
Delaware limited liability company
	 	 	 	 	 	 	 	 	 
	 	 	By:	 	EOP Operating Limited Partnership, a

Delaware limited partnership
	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Equity Office Properties
Trust, a 
Maryland real estate
investment 
trust, its sole
general partner
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:
	 	/s/ ROBERT J. WINTER, JR.

	 	 	 	 	 	 	Name:
	 	ROBERT J. WINTER, JR.

	 	 	 	 	 	 	Title:
	 	EXECUTIVE VICE PRESIDENT — 
 DEVELOPMENT & PORTFOLIO MANAGEMENT








30







 




	 	 	 	 	 	 	 	 	 
	 	 	
EOP-F4 FIRST/HOWARD INVESTORS, 
L.L.C., a
Delaware limited liability company
	 	 	 	 	 	 	 	 	 
	 	 	By:	 	EOP Operating Limited Partnership, a

Delaware limited partnership
	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Equity Office Properties
Trust, a 
Maryland real estate
investment 
trust, its sole
general partner
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:
	 	/s/ ROBERT J. WINTER, JR.

	 	 	 	 	 	 	Name:
	 	ROBERT J. WINTER, JR.

	 	 	 	 	 	 	Title:
	 	EXECUTIVE VICE PRESIDENT — 
 DEVELOPMENT & PORTFOLIO MANAGEMENT

	 	 	 	 	 	 	 	 	 
	 	 	
EOP-SAN RAFAEL CORPORATE CENTER 
INVESTOR,
L.L.C., a Delaware limited liability

company
	 	 	 	 	 	 	 	 	 
	 	 	By:	 	EOP Operating Limited Partnership, a

Delaware limited partnership
	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Equity Office Properties
Trust, a 
Maryland real estate
investment 
trust, its sole
general partner
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:
	 	/s/ ROBERT J. WINTER, JR.

	 	 	 	 	 	 	Name:
	 	ROBERT J. WINTER, JR.

	 	 	 	 	 	 	Title:
	 	EXECUTIVE VICE PRESIDENT — 
 DEVELOPMENT & PORTFOLIO MANAGEMENT

	 	 	 	 	 	 	 	 	 
	 	 	
EOP-FERRY BUILDING INVESTOR, L.L.C., a

Delaware limited liability company
	 	 	 	 	 	 	 	 	 
	 	 	By:	 	EOP Operating Limited Partnership, a

Delaware limited partnership
	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Equity Office Properties
Trust, a 
Maryland real estate
investment 
trust, its sole
general partner
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:
	 	/s/ ROBERT J. WINTER, JR.

	 	 	 	 	 	 	Name:
	 	ROBERT J. WINTER, JR.

	 	 	 	 	 	 	Title:
	 	EXECUTIVE VICE PRESIDENT — 
 DEVELOPMENT & PORTFOLIO MANAGEMENT






31







 




	 	 	 	 	 	 	 	 	 
	 	 	
PROJECT ENTITIES:

	 	 	 	 	 	 	 	 	 
	 	 	
FOUNDRY SQUARE INVESTORS II, LLC, a

California limited liability company
	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Wilson/Equity Office, LLC, a Delaware

limited liability company, its manager
	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Wilson Investors — California,
LLC, 
a Delaware limited
liability 
company, its manager
	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	
/s/ THOMAS P. SULLIVAN
Thomas P. Sullivan

Its Manager

	 	 	 	 	 	 	 	 	 
	 	 	
FOUNDRY SQUARE INVESTORS III, LLC, a

California limited liability company
	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Wilson/Equity Office, LLC, a Delaware

limited liability company, its manager
	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Wilson Investors — California,
LLC, 
a Delaware limited
liability 
company, its manager
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	
/s/ THOMAS P. SULLIVAN
Thomas P. Sullivan

Its Manager

	 	 	 	 	 	 	 	 	 
	 	 	
WEO-FERRY BUILDING, LLC, a California

limited liability company
	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Wilson/Equity Office, LLC, a Delaware

limited liability company, its manager
	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Wilson Investors — California,
LLC, 
a Delaware limited
liability 
company, its manager
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	
/s/ THOMAS P. SULLIVAN
Thomas P. Sullivan

Its Manager






32







 


     To the extent applicable to the undersigned, the undersigned all consent
and agree to the relevant provisions of Section 2.3 and Section 13 of the
attached Agreement.





	 	 	 	 	 	 	 	 	 
	 	 	
RIVERSIDE:

	 	 	 	 	 	 	 	 	 
	 	 	
RIVERSIDE FINANCE COMPANY, LLC, a Delaware

limited liability company
	 	 	 	 	 	 	 	 	 
	 	 	By:	 	EOP Operating Limited Partnership, a

Delaware limited partnership
	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Equity Office Properties
Trust, a 
Maryland real estate
investment 
trust, its sole
general partner
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:
	 	/s/ ROBERT J. WINTER, JR.

	 	 	 	 	 	 	Name:
	 	ROBERT J. WINTER, JR.

	 	 	 	 	 	 	Title:
	 	EXECUTIVE VICE PRESIDENT — 
 DEVELOPMENT & PORTFOLIO MANAGEMENT

	 	 	 	 	 	 	 	 	 
	 	 	
WILSON-LARKSPUR:

	 	 	 	 	 	 	 	 	 
	 	 	
WILSON-LARKSPUR REALTY PARTNERS, 
LLC, a Delaware limited liability company

	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Wilson Investors — California, LLC, a

	 	 	Delaware limited liability
company, its Manager

	 	 	 	 	 	 	 	 	 
	 	 	By:	 	
/s/ THOMAS P. SULLIVAN

Thomas P. Sullivan
Its Manager





33







 




	 	 	 	 	 	 	 	 	 
	 	 	
FBA:
	 	 	 	 	 	 	 	 	 
	 	 	
    FERRY BUILDING ASSOCIATES, LLC, a

California limited liability company

	 	 	 	 	 	 	 	 	 
	 	 	By:	 	WEO-FERRY BUILDING, LLC, a California

	 	 	limited liability company, its Manager

	 	 	 	 	 	 	 	 	 
	 	 	By:	 	
Wilson/Equity Office, LLC, a Delaware

limited liability company, its manager

	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:
	 	
Wilson Investors — California,

LLC, a Delaware limited

liability company, its manager


	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	
/s/ THOMAS P. SULLIVAN
Thomas P. Sullivan

Its Manager





To the extent applicable to the undersigned, the undersigned all consent and
agree to the relevant provisions of Section 2.3 and Section 13 of the attached
Agreement, including, without limitation, to the provisions of Section 7 of the
attached Agreement.





	 	 	 	 	 	 	 	 	 
	 	 	
WEO, L.P.:

	 	 	 	 	 	 	 	 	 
	 	 	
WILSON REALTY PARTNERS, L.P., a 
Delaware limited partnership


	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Wilson Realty Partners, Inc., 
a California corporation

its sole general partner


	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	
/s/ THOMAS P. SULLIVAN
Thomas P. Sullivan

Its President





34







 





	 	 	 	 	 	 	 	 	 
	 	 	
WEO, Inc.:

	 	 	 	 	 	 	 	 	 
	 	 	
WILSON REALTY PARTNERS, INC., 
a California corporation


	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	
/s/ THOMAS P. SULLIVAN
Thomas P. Sullivan

Its President

	 	 	 	 	 	 	 	 	 
	 	 	
FOUNDRY SQUARE ASSOCIATES II, LLC, a

California limited liability company


By: FOUNDRY SQUARE INVESTORS II, LLC, a

California limited liability company, its Manager

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Wilson/Equity Office, LLC, a Delaware

limited liability company, its manager

	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:
	 	
Wilson Investors — California,
LLC, 
a Delaware limited
liability 
company, its manager


	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	
/s/ THOMAS P. SULLIVAN
Thomas P. Sullivan

Its Manager

	 	 	 	 	 	 	 	 	 
	 	 	
FERRY BUILDING INVESTORS, LLC, a California

limited liability company



By: WEO-FERRY BUILDING, LLC, a California

limited liability company, its Manager

	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Wilson/Equity Office, LLC, a Delaware

limited liability company, its manager


	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:
	 	
Wilson Investors — California,
LLC,
 a Delaware limited
liability 
company, its manager

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	
/s/ THOMAS P. SULLIVAN
Thomas P. Sullivan

Its Manager







35







 


To the extent applicable to the undersigned, the undersigned consents and
agrees to the relevant provisions of Section 2.3 and Section 13 of the attached
Agreement, including, without limitation, to the provisions of Section 7 and
Section 8.5 of the attached Agreement.



 

	 	 	 	 	 	 	 	 	 
	 	 	
SAN RAFAEL CORPORATE CENTER, LLC, a

Delaware limited liability company

	 	 	 	 	 	 	 	 	 
	 	 	By:	 	
Wilson/Equity Office, LLC, a Delaware

limited liability company, its manager

	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:
	 	
Wilson Investors — California,
LLC, 
a Delaware limited
liability 
company, its manager


	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	
/s/ THOMAS P. SULLIVAN
Thomas P. Sullivan

Its Manager






To the extent applicable to the undersigned, the undersigned consents and
agrees to the relevant provisions of Section 2.3 and Section 13 of the attached
Agreement, including, without limitation, to the provisions of Sections 8.2,
8.3, and 8.4 of the attached Agreement.



 

	 	 	 	 	 	 	 	 	 
	 	 	
FOUNDRY SQUARE INVESTORS IV, LLC, a

California limited liability company
	 	 	 	 	 	 	 	 	 
	 	 	By:	 	
Wilson/Equity Office, LLC, a Delaware

limited liability company, its manager

	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:
	 	
Wilson Investors — California,
LLC, 
a Delaware limited
liability 
company, its manager


	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	
/s/ THOMAS P. SULLIVAN
Thomas P. Sullivan

Its Manager







36







 


 

	 	 	 	 	 	 	 	 	 
	 	 	
WEO-CONCAR, LLC, a California limited

liability company

	 	 	 	 	 	 	 	 	 
	 	 	By:	 	
Wilson/Equity Office, LLC, a Delaware

limited liability company, its manager

	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:
	 	
Wilson Investors — California,
LLC, 
a Delaware limited
liability 
company, its manager


	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	
/s/ THOMAS P. SULLIVAN
Thomas P. Sullivan

Its Manager





     The undersigned consent to the provisions of this Agreement as and to the
extent described in the introductory paragraph thereof.






	 	WILSON PRINCIPALS:








	 	
William Wilson III








	 	/s/ THOMAS P. SULLIVAN
Thomas P. Sullivan








	 	/s/ JACQUELINE U. MOORE

Jacqueline U. Moore








	 	/s/ ROBERT PARATTE

A. Robert Paratte








	 	/s/ H. LEE VAN BOVEN

H. Lee Van Boven








	 	/s/ TERRY REAGAN

Terry Reagan







37







 



	 	/s/ SCOTT STEPHENS

Scott Stephens








	 	/s/ JON KNORPP

Jon Knorpp






	 	 	 	 	 	 	 	 	 
		 	
EOPOP:
	 	 	 	 	 	 	 	 	 
	 	 	
EOP OPERATING LIMITED PARTNERSHIP, 
a Delaware limited partnership

	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Equity Office Properties Trust,

a Maryland REIT

	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:
	 	/s/ ROBERT J. WINTER, JR.

	 	 	 	 	Name:
	 	Robert J. Winter, Jr.

	 	 	 	 	Title:
	 	Executive Vice President

	 	 	 	 	 	 	 	 	 
		 	
EOPT:
	 	 	 	 	 	 	 	 	 
	 	 	
EQUITY OFFICE PROPERTIES TRUST,

a Maryland REIT
	 	 	 	 	 	 	 	 	 
	 	 	By:
	 	/s/ ROBERT J. WINTER, JR.

	 	 	Name:
	 	Robert J. Winter, Jr.

	 	 	Title:
	 	Executive Vice President







38







 



EXHIBIT A




Certain Definitions



The following terms have the meanings set forth herein:





For convenience in this Agreement short references are sometimes made as noted
in this paragraph to Projects (and potential projects in the case of Larkspur)
commonly known as the Ferry Building (“Ferry”), Foundry Square II (“FS2”),
Foundry Square III (“FS3”), Foundry Square IV (“FS4”), Concar Buildings
(“Concar”), San Rafael Phase I (“SR1”), San Rafael Phase II (“SR2”) and
Larkspur (“Larkspur”).





“BofA” means Banc of America Historic Ventures, LLC.





“Concar EOP Investor” means EOP — Concar Investor, L.L.C.





“Concar Project Entity” means WEO-Concar, LLC.





“Concar Project Entity Operating Agreement” means that certain Amended and
Restated Operating Agreement of WEO-Concar, LLC between the Concar EOP Investor
and WEO dated as of February 26, 2001.





“EOP Investors” means collectively, the EOP Investors in all of the Project
Entities.





“EOP Parties” means, collectively, EOP, EOPOP, EOPT, Concar EOP Investor, Ferry
EOP Investor, FS2 EOP Investor, FS3 EOP Investor, FS4 EOP Investor, SR EOP
Investor, Larkspur EOP Investor, EOP Broker, Riverside, and their Affiliates.





“FBA” means Ferry Building Associates, LLC





“FBA Operating Agreement” means that certain Operating Agreement of Ferry
Building Associates, LLC, dated as of December 31, 2001.





“FBI” means Ferry Building Investors, LLC.





“FBI Operating Agreement” means that certain Amended and Restated Operating
Agreement of Ferry Building Investors, LLC dated as of December 31, 2001





“Ferry EOP Investor” means EOP-Ferry Building Investor, L.L.C.





“Ferry Master Lease” means that certain Master Tenant Sublease between FBA and
FBI dated as of December 31, 2001.





“Ferry Project Entity” means WEO-Ferry Building, LLC.





“Ferry Project Entity Operating Agreement” means that certain Operating
Agreement of WEO-Ferry Building, LLC between the Ferry EOP Investor and WEO
dated as of February 26, 2001.





A-1







 


“FS2 EOP Investor” means EOP — F2 First/Howard Investors, L.L.C.





“FS2 Project Entity” means Foundry Square Investors II, LLC.





“FS2 Project Entity Operating Agreement” means that certain Amended and
Restated Operating Agreement of Foundry Square Investors II, LLC between the
FS2 EOP Investor and WEO dated as of October 31, 2000.





“FS3 EOP Investor” means EOP — F3 First/Howard Investors, L.L.C.





“FS3 Project Entity” means Foundry Square Investors III, LLC.





“FS3 Project Entity Operating Agreement” means that certain Operating Agreement
of Foundry Square Investors III, LLC between the FS3 EOP Investor and WEO dated
as of December 6, 2000.





“FS4 EOP Investor” means EOP — F4 First/Howard Investors, L.L.C.





“FS4 Owner” means Foundry Square Associates IV, LLC.





“FS4 Project Entity” means Foundry Square Investors IV, LLC.





“FS4 Project Entity Operating Agreement” means that certain Operating Agreement
of Foundry Square Investors IV, LLC between the FS4 EOP Investor and WEO
dated as of December 6, 2000.





“KSW3” means KSW Howard Street Properties II, LLC.





“KSW4” means KSW Howard Street Properties III, LLC.





“Larkspur Entity” means WEO — Larkspur, LLC.





“Riverside” means Riverside Finance Company, L.L.C.





“Sold Project Entities” means the Ferry Project Entity, the SR Project Entity,
the FS2 Project Entity and the FS3 Project Entity.





“SR EOP Investor” means EOP — San Rafael Corporate Center Investor, L.L.C.





“SR Project Entity” means San Rafael Corporate Center, LLC.





“SR Project Entity Operating Agreement” means that certain Amended and Restated
Operating Agreement of San Rafael Corporate Center, LLC between the SR EOP
Investor and WEO dated as of October 31, 2000.





“WEO Inc.” means Wilson Realty Partners, Inc., formerly known as Wilson Equity
Office, Inc.





“WEO-Larkspur” means WEO-Larkspur, LLC.





2







 


“WEO LP” means Wilson Realty Partners, L.P., formerly known as Wilson/Equity
Office, L.P.





“Wilson Parties” means Wilson, WEO Inc., WEO LP, the Wilson Principals and the
Affiliates of all of the foregoing.





3







 



EXHIBIT B




WEO Operating Assets



The following are referred to as the “WEO Operating Assets”:





(A)  All of the furniture, fixtures and equipment owned by WEO and all other
assets of WEO that do not relate to or are not connected with the Projects or
the Project Interests,





(B)  all accounts receivable, refunds and other sums due or coming due in the
future from the provision of services, in each case pursuant to the WEO
Operating Contracts,





(C)  all cash and deposits remaining after the distributions to described in
Section 1.2, and





(D)  all contracts, except those fully performed by all parties, to which WEO is
a party, including the Development Management Agreements, service agreements,
relationships with utilities and equipment leases (referred to herein together
with the WEO Lease as the “WEO Operating Contracts”), but the WEO Operating
Contracts do not include contracts (“Project Contracts”) with parties other
than the Project Entities, their subsidiaries or entities that own the Parkside
or Seaport Projects for the provision by such parties of services or material
for work on Projects or relating exclusively to Projects some of which may be
in the name of WEO but are for the exclusive benefit of a Project, and





(E)  WEO’s rights to perform and receive fees and commissions for development
management and leasing under Section 4.3 of the Original WEO Agreement and
analogous sections of the Project Entity Agreements (defined below), as such
rights are modified by this Agreement,





(F)  WEO’s rights (the “WEO Lease”) to occupy those certain premises at 199
First Street, San Francisco, California that it currently uses for offices at
the rental rate per square foot currently paid, which right is terminable (i)
by the lessor upon 6 months’ prior written notice until one year after the
closing date and 3 months’ prior written notice thereafter, and (ii) by the
tenant upon 3 prior written months’ notice. Any actual lease negotiated with
respect to such premises need not be consistent with such terms.





(G)  all communications gear and software, service agreements, equipment leases,
office systems and telephone and facsimile numbers, in each case that are not
necessary to the operation or ownership of the Projects or the Project
Interests or do not relate exclusively to the WEO Retained Assets, and





(H)  non-exclusive rights to use all computer software and accounting systems
owned, leased or licensed by WEO;





(I)  the goodwill of WEO, as an accounting concept for the going concern value
of WEO’s operations (which does not include any direct or indirect ownership of
any of the Project Interests or any tangible assets);





B-1







 


but excluding from the WEO Operating Assets the following (the “WEO Retained
Assets”):





(1)  the WEO Subsidiary Interests,





(2)  WEO’s membership interests in the entities that directly or indirectly own
the Existing Projects (collectively called herein the “Project Interests”)
pursuant to the operating agreements therefor (the “Project Entity
Agreements”); and





It is the intention of the parties to equitably divide all of the tangible and
intangible assets of WEO in such a way that the WEO Retained Assets include the
WEO Subsidiary Interests and all of the rights and benefits (including the
rights to receive cash and other distributions) of ownership of the Project
Interests, and that the WEO Operating Assets include all of the rights and
benefits of the operations of WEO in providing development management, leasing,
property management and other services to third parties together with the
tangible assets of WEO.





The books and records of WEO relating exclusively to the WEO Operating Assets
are included in the WEO Operating Assets and those relating exclusively to the
WEO Retained Assets are included in the Retained Assets. Those books and
records not relating exclusively to either will be included in the Retained
Assets, but WEO LP will retain the right to have access to and make copies of
them at all reasonable times.





2







 



EXHIBIT C




ASSIGNMENT AND ASSUMPTION AGREEMENT



     THIS AGREEMENT is made as of December      , 2002, by Wilson/Equity Office,
LLC (“Assignor”), Wilson Investors-California, LLC (“Wilson”) and Wilson
Realty Partners, L.P. (“Assignee”). Capitalized terms used but not defined
herein will have the same meanings given in that certain Separation Agreement
between Assignor, Wilson and EOP Investor, L.L.C. and other parties thereto
dated as of the date hereof (the “Separation Agreement”).





Assignor, Wilson and Assignee agree as follows:





     1.     Assignment of Assets to Assignee. As a contribution to the capital of
Assignee as a limited partner, Assignor hereby assigns, transfers and conveys
to Assignee (including its successors and assigns), without any recourse,
representation, warranty or associated covenants or agreements except as set
forth in this Agreement or the Separation Agreement, all of Assignor’s right,
title and interest in and to the WEO Operating Assets, including without
limitation the WEO Operating Contracts.





     2.     Assumption of Contracts. Assignee hereby assumes all of the duties,
liabilities and obligations of Assignor under the WEO Operating Contracts to
the extent such duties, liabilities and obligations are required to be
performed or arise from and after the date of this Agreement. If Assignor
receives any payment with respect to the WEO Operating Contracts after the date
hereof, then Assignor shall promptly deliver such payment to Assignee.





     3.     Assumption of Liabilities. Assignee hereby assumes all of the duties,
liabilities and obligations of WEO arising from and after the date hereof which
relate to (i) the WEO Operating Contracts or the WEO Operating Assets and (ii)
work performed on Projects pursuant to Development Management Agreements after
the date hereof, and shall include (a) those duties, liabilities and
obligations relating to any Development Management Agreements (and the
provision of leasing services pursuant to Section 4.3 of the WEO Agreement)
arising from and after the date hereof (b) those duties, liabilities and
obligations arising from or on account of (x) the employment by WEO or its
Subsidiaries of any employees or individuals serving as independent contractors
acting in a manner comparable to that of individual employees, or (y) other
matters relating to the relationship of individuals (who performed work for WEO
or its Subsidiaries in the WEO offices) with WEO or its Subsidiaries
(including, with respect to (x) and (y), sexual harassment (except harassment
by an individual whose knowledge is attributed to EOP under Section 13.9 of the
Separation Agreement), wrongful termination claims, employment discrimination
claims, refusal to hire claims, claims related to pension or profit sharing
issues, vacation time, sick pay, employment conditions or any other claims or
causes of action a person may have on account of being an employee or
independent contractor), whether arising before, on or after the date hereof,
(c) all of the duties, liabilities and obligations of Assignor under the WEO
Operating Contracts arising from and after the date hereof, (d) liabilities
incurred by WEO in the ordinary course of business (including liabilities to
vendors) other than under Project Contracts whether arising before on or after
the date hereof; and shall not include (i) those duties, liabilities and
obligations of WEO that directly or indirectly relate to or arise from the
rights, duties or obligations of WEO as a direct or indirect member and/or




C-1







 



 manager of the Project Entities or of the Owners, or (ii) those duties,
liabilities and obligations to Wilson, EOP or any of such parties’ affiliates
arising or accruing under the WEO Agreement (other than the provision of
leasing services pursuant to Section 4.3 of the WEO Agreement), or (iii)
liabilities and obligations arising from any development management, property
management or leasing services provided by WEO arising prior to the date hereof
or (iv) any liability or obligation to the extent covered by valid and
collectible insurance available to WEO or Affiliates, or (v) development
management services regarding the projects commonly known as “Gap,” “Seaport”
and “Parkside,” or (vi) tort liabilities or governmental fines or penalties
arising out of facts or circumstances occurring prior to the date hereof. The
liabilities assumed by Assignee under this Section 3 are referred to as the
“Assumed Liabilities”.





     4.     Assignment of Stock and Partnership Interests to Wilson. As a partial
liquidating distribution, Assignor, after having made the contribution of
assets provided in Section 1, hereby assigns, transfers and conveys, without
any recourse, representation, warranty or associated covenants or agreements
except as set forth in this Agreement or the Separation Agreement, to Wilson
(a) all of Assignor’s right, title and interest in and to 100% of the stock of
Wilson Equity Office, Inc. and delivers herewith to Wilson the stock
certificates representing 100% of the issued and outstanding shares of Wilson
Equity Office, Inc. together with a blank stock power duly executed by and on
behalf of Assignor, and (b) 100% of the limited partnership interests in
Assignee and delivers herewith to Wilson the written consent of Wilson Equity
Office, Inc. to such transfer and the admission of Wilson to Assignee as the
sole limited partner of the partnership.





     5.     Indemnity. Wilson shall indemnify, defend and hold harmless WEO and
the EOP Parties and their partners, members, managers, shareholders, officers,
directors, agents, contractors, employees, trustees and representatives
(collectively, the “Indemnitees”) from and against any and all losses, claims,
damages, lawsuits, actions, causes of action, liabilities, penalties,
judgments, decrees, costs and expenses (including reasonable attorneys’ fees
and expenses), which may at any time be asserted against or recovered from, or
incurred by any of the Indemnitees arising from or on account (i) of the
Assumed Liabilities, or (ii) any duties, liabilities and obligations of
Wilson/Equity Office, Inc. or Wilson/Equity Office, L.P. arising or on or prior
to the date of this Agreement but only to the extent the foregoing would have
been Assumed Liabilities had WEO had them. Notwithstanding the foregoing, any
matter for which an Indemnitee is entitled to full indemnity under Section 5.2
of the Separation Agreement, shall be excluded from the indemnity provided in
the preceding sentence. The indemnification obligations of Wilson in this
Section shall be subject to any applicable limitation set forth in Section 5 of
the Separation Agreement, including the Aggregate Cap.





     6.     Miscellaneous.





          6.1. Waiver; Remedies. No delay on the part of any party in exercising
any right, power or privilege hereunder shall operate as a waiver thereof, nor
shall any waiver of any right, power or privilege hereunder operate as a waiver
of any other right, power or privilege hereunder, nor shall any single or
partial exercise of any right, power or privilege hereunder preclude any other
or further exercise thereof or of any other right, power or privilege
hereunder, nor shall any waiver constitute a continuing waiver. No waiver
shall be binding unless executed




C-2







 



 in writing by the party making the waiver. The rights and remedies herein
provided are cumulative and are not exclusive of any rights or remedies that
the parties otherwise may have at law or in equity.





          6.2. Merger; Amendment. No covenant or representations or warranties
contained in the Separation Agreement shall be merged herein. No
representation, inducement, agreement, promise, understanding or waiver
altering, modifying taking from or adding to the terms and conditions hereof
shall have any force or effect unless the same is in writing and validly
executed by each of the parties hereto and consented to in writing by EOP.





          6.3. Headings. The headings contained in this Agreement are intended for
convenience of reference only and shall not limit or otherwise affect the
meaning, interpretation or construction hereof.





          6.4. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of, and be enforceable by, the parties hereto and their respective
heirs, personal representatives, successors and permitted assigns.





          6.5. Governing Law. This Agreement shall be construed under and
interpreted in accordance with and governed by the laws of the State of
California without regard to the conflicts of law provisions thereof.







C-3







 


          6.6. Counterparts. This Agreement may be signed in any number of
counterparts with the same effect as if the signatures to each counterpart were
upon a single instrument, and is intended to be binding when all parties have
delivered their signatures to the other parties. Signatures may be delivered
by facsimile transmission. All counterparts shall be deemed an original of
this Agreement.





	 	 	 	 	 	 	 	 	 
		 	
WEO:
	 	 	 	 	 	 	 	 	 
	 	 	
WILSON/EQUITY OFFICE, LLC, a Delaware

limited liability company
	 	 	 	 	 	 	 	 	 
	 	 	By:	 	EOP
Investor, L.L.C., a

Delaware limited liability company, its member
	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	 Equity Office Properties

Management Corp., a Delaware

corporation, its Member Manager
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:
	 	 

	 	 	 	 	 	 	Name:
	 	 

	 	 	 	 	 	 	Title:
	 	 

	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Wilson Investors — California, LLC, a 
 Delaware limited liability company, its
 member
	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:
	 	 

	 	 	 	 	Name:
	 	 

	 	 	 	 	Title:
	 	 

	 	 	 	 	 	 	 	 	 
		 	
WILSON:
	 	 	 	 	 	 	 	 	 
	 	 	WILSON INVESTORS — CALIFORNIA, LLC,
 a
Delaware limited liability company
	 	 	 	 	 	 	 	 	 
	 	 	By:
	 	 

	 	 	Name:
	 	 

	 	 	Title:
	 	 







C-4







 





	 	 	 	 	 	 	 	 	 
		 	
Assignee:
	 	 	 	 	 	 	 	 	 
	 	 	
WILSON REALTY PARTNERS, L.P., a

Delaware limited partnership
	 	 	 	 	 	 	 	 	 
	 	 	 	 	By: Wilson Realty Partners, Inc. a 
 California corporation, its sole  general
partner
	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:
	 	 

	 	 	 	 	Name:
	 	 

	 	 	 	 	Title:
	 	 






C-5







 







EXHIBIT D




Assignment of Membership Interests





D-1







 




ASSIGNMENT AND ASSUMPTION

OF MEMBERSHIP INTERESTS






     This Assignment and Assumption of Membership Interests (this “Assignment”)
is made as of this  day of December, 2002, by and among Wilson/Equity Office,
LLC, a Delaware limited liability company (“WEO”), Equity Office Properties
Management Corp. (“EOPMC”), EOP — Ferry Building Investor, L.L.C., a Delaware
limited liability company (“Ferry EOP Investor”), EOP — F2 First/Howard
Investors, L.L.C., a Delaware limited liability company (“F2 EOP Investor”),
EOP — F3 First/Howard Investors, L.L.C., a Delaware limited liability company
(“F3 EOP Investor”) and EOP — San Rafael Corporate Center Investor, L.L.C., a
Delaware limited liability company (“SR EOP Investor”, and with Ferry EOP
Investor, F2 EOP Investor and F3 EOP Investor, the “EOP Investors”).






RECITALS



     A.     Wilson Investors — California, LLC (“Wilson”) and EOP Investor, L.L.C.,
a Delaware limited liability company (“EOP”) are the
two members of WEO
pursuant to that certain Amended and Restated Operating Agreement No. 1 of
Wilson/Equity Office, LLC, dated as of August 1, 2000
(“WEO Agreement”). EOP
owns a 49.9% Percentage Interest in WEO and Wilson owns a 50.1% Percentage
Interest in WEO.





     B.     WEO
and Ferry EOP Investor are the two members of WEO — Ferry Building,
LLC (the “Ferry Project Entity”) pursuant to that certain Operating Agreement
of WEO — Ferry Building, LLC, dated as of February 26, 2001 (the “Ferry
Operating Agreement”). WEO owns a 40% Percentage Interest in the Ferry Project
Entity and Ferry EOP Investor owns a 60% Percentage Interest in the Ferry
Project Entity.





     C.     WEO and F2 EOP Investor are the two members of Foundry Square Investors
II, LLC (the “F2 Project Entity”) pursuant to that certain Operating Agreement
of Foundry Square Investors II, LLC, dated as of October 31, 2000 (the “F2
Operating Agreement”). WEO owns a 40% Percentage Interest in the F2 Project
Entity and F2 EOP Investor owns a 60% Percentage Interest in the F2 Project
Entity.





     D.     WEO and F3 EOP Investor are the two members of Foundry Square Investors
III, LLC (the “F3 Project Entity”) pursuant to that certain Operating Agreement
of Foundry Square Investors III, LLC, dated as of December 6, 2000 (the “F3
Operating Agreement”). WEO owns a 40% Percentage Interest in the F3 Project
Entity and F3 EOP Investor owns a 60% Percentage Interest in the F3 Project
Entity.





     E.     WEO and SR EOP Investor are the two members of San Rafael Corporate
Center, LLC (the “SR Project Entity”, and with the Ferry Project Entity, the F2
Project Entity and the F3 Project Entity, the “Sold Project Entities”) pursuant
to that certain Amended and Restated Operating Agreement of San Rafael
Corporate Center, LLC, dated as of October 31, 2000 (the “SR Operating
Agreement”, and with the Ferry Operating Agreement, the F2 Operating Agreement
and the F3 Operating Agreement, the “Operating
Agreements”). WEO owns a 40%
Percentage Interest in the SR Project Entity and SR EOP Investor owns a 60%
Percentage Interest in the SR Project Entity.





1







 


     F.     As contemplated by that certain Separation Agreement, dated as of
December      , 2002 (the “Separation Agreement”), by and among Wilson, EOP, WEO
and certain other parties, the parties hereto wish to transfer, assign, and
assume certain membership interests in the Sold Project Entities as hereinafter
provided. Capitalized terms used in this Assignment without definition shall
have the same meaning as set forth the Separation Agreement or in the Operating
Agreements, provided, however, that, in the event of any conflict, the
definitions set forth in the Separation Agreement shall control.






AGREEMENT



     NOW THEREFORE, for good and valuable consideration the receipt of which is
hereby acknowledged, the parties hereby agree as follows:





     1.     Assignment of WEO Interest in the Sold Project Entities. With respect
to each Project Entity, WEO as a member of such Project Entity hereby assigns
and transfers all of its entire interest (including its 40% Percentage
Interest) in such Project Entity to the EOPMC and EOPMC hereby accepts and
assumes such membership interest and agrees to perform all of the obligations
pertaining to such membership interest under the Operating Agreement (the
“Applicable Operating Agreement”) of such Project Entity arising or accruing
from and after the date hereof. With respect to each Project Entity, WEO, in
its capacity as Manager of such Project Entity, and the EOP Investor (the
“Applicable EOP Investor”) that is a member thereof, in its capacity as the
other Member of such Project Entity, both hereby consent and agree to such
transfer and assumption and agree to make any other deliveries or requirements
in connection with such assignment and transfer (and the parties
hereto agree that no delivery of any legal opinion will be required).





     2.     Appointment
of EOP Investor as the New Manager of the Project Entity.
With respect to each Project Entity, following the assignment and assumption
set forth above; WEO hereby resigns as Manager of such Project Entity and EOPMC
and the Applicable EOP Investor, the only members of such Project Entity,
hereby appoint EOPMC as the new Manager of such Project Entity. EOPMC hereby
accepts such appointment and agrees to comply with the Manager’s obligations
under the Applicable Operating Agreement.





     3.     Allocation of Liabilities. The respective liabilities between the
parties hereto with respect to the interests transferred pursuant to this
Assignment, including, but not limited to any indemnity obligations, shall be
governed by the provisions of the WEO Agreement, the Separation Agreement and
the exhibits thereto.






     4. Miscellaneous.



          4.1. Attorneys Fees. In the event of any dispute, including, but not
limited to, an action at law or in equity, as to the enforcement or
interpretation of the terms of this Agreement, the prevailing party shall be
entitled, in addition to all expenses, costs or damages awarded by a court of
competent jurisdiction and to any other relief to which such party may be
entitled, to reasonable attorneys’ fees, whether or not such controversy was
litigated or prosecuted to judgment; provided, however, that for any dispute involving WEO (a) and any EOP Party where WEO is the non-prevailing
party, Wilson shall be responsible for (i) all attorneys fees, court costs and
experts expenses of WEO, and (ii) any obligation of WEO to




2







 



make a
payment to any prevailing party for their attorney’s fees and costs, and (b)
and any Wilson Party where WEO is the non-prevailing party, EOP shall be
responsible for the expenses in (i) and (ii). Except as otherwise set
forth in the preceding sentence, each of the parties hereto shall be
responsible for any and all costs and expenses (including the fees and
expenses of its attorneys, advisors and consultants) it may incur in
connection with this Assignment and neither WEO nor any Subsidiary (as
defined in the WEO Agreement) thereof shall incur any such costs or
expenses.





          4.2. Individuals Signing. Each of the individuals executing this
Assignment on behalf of the parties hereto individually represents and warrants
that he or she has been authorized to do so on behalf of such party and has the
power to bind such party.





          4.3. Further Assurances. The parties hereby agree to execute such other
documents and perform such other acts as may be necessary or desirable to
carry out the purposes of this Assignment, whether before or after the Closing
Date.





          4.4. Counterparts. This Assignment may be signed in any number of
counterparts with the same effect as if the signatures to each
counterpart were upon a single instrument, and is intended to be binding when
all parties have delivered their signatures to the other parties. All
counterparts shall be deemed an original of this Assignment.





          4.5. Governing Law. This Assignment is entered into and shall be governed
by and construed in accordance with the laws of the State of California
(without giving effect to its choice of law principles).





          4.6. Successors and Assigns. This Assignment shall be binding upon, inure
to the benefit of, and be enforceable by the parties hereto and their
respective heirs, devisees, executors, administrators, legal representatives,
successors and assigns.





[SIGNATURES ON NEXT TWO PAGES]






3







 


     IN WITNESS WHEREOF, this Assignment has been duly executed and delivered
by the parties hereto as of the date set forth above.



 

	 	EOPMC:








	 	EQUITY OFFICE PROPERTIES

MANAGEMENT CORP., a Delaware

corporation, its Member Manager








	 	By:

Name:

Title:










4







 




	 	 	 	 	 	 	 	 	 
	 	 	
WEO:

	 	 	 	 	 	 	 	 	 
	 	 	
WILSON/EQUITY OFFICE, LLC, a Delaware

limited liability company


	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Wilson
Investors — California, LLC, a 
  Delaware
limited liability company, 
its Manager
	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	
 
Tom Sullivan
its Manager

	 	 	 	 	 	 	 	 	 
	 	 	
EOP INVESTORS:

	 	 	 	 	 	 	 	 	 
	 	 	
EOP — FERRY BUILDING 
 INVESTOR, L.L.C., a
Delaware limited liability 
 company


	 	 	 	 	 	 	 	 	 
	 	 		By EOP
Operating Limited Partnership, a 
 Delaware limited partnership,
its sole member
	 	 	 	 	 	 	 	 	 
	 	 			By
Equity Office Properties Trust, a 
 Maryland real estate
investment trust, its
 sole general partner
	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	
 


	 	 	 	 	Name:	 	
 


	 	 	 	 	Title:	 	
 


	 	 	 	 	 	 	 	 	 
	 	 	
EOP — F2 FIRST/HOWARD INVESTORS,
 L.L.C., a
Delaware limited liability company


	 	 	 	 	 	 	 	 	 
	 	 		By EOP
Operating Limited Partnership, a 
 Delaware limited partnership,
its sole member
	 	 	 	 	 	 	 	 	 
	 	 			By
Equity Office Properties Trust, a 
 Maryland real estate
investment trust, its
 sole general partner
	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	
 


	 	 	 	 	Name:	 	
 


	 	 	 	 	Title:	 	
 







5







 




	 	 	 	 	 	 	 	 	 
	 	 	
EOP — F3 FIRST/HOWARD INVESTORS,
 L.L.C., a
Delaware limited liability company

	 	 	 	 	 	 	 	 	 
	 	 		By EOP
Operating Limited Partnership, a 
 Delaware limited partnership,
its sole member
	 	 	 	 	 	 	 	 	 
	 	 			By
Equity Office Properties Trust, a 
 Maryland real estate
investment trust, its
 sole general partner
	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	
 


	 	 	 	 	Name:	 	
 


	 	 	 	 	Title:	 	
 


	 	 	
EOP — SAN RAFAEL CORPORATE CENTER
INVESTOR, L.L.C., a
Delaware limited liability company
	 	 	 	 	 	 	 	 	 
	 	 		By EOP
Operating Limited Partnership, a 
 Delaware limited partnership,
its sole member
	 	 	 	 	 	 	 	 	 
	 	 			By
Equity Office Properties Trust, a 
 Maryland real estate
investment trust, its
 sole general partner
	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	
 


	 	 	 	 	Name:	 	
 


	 	 	 	 	Title:	 	
 







6







 




EXHIBIT E




Brokerage Agreements












 





BROKERAGE AGREEMENT



([Foundry Square II/Ferry])






     THIS BROKERAGE AGREEMENT (“Agreement”) is made as of this      day of      , 2002 by
and among [Foundry Square Associates II, LL/Ferry Building Associates, LLC]
(hereinafter referred to as “Owner”), Wilson Realty Partners, L.P., a
                 partnership, acting through its sole general partner, Wilson Realty Partners,
Inc., a                      corporation1 (hereinafter referred to as “Broker”) and, to the extent of
the limited joinder in Section 9.5 below, Riverside Finance Company, L.L.C..





RECITALS






     WHEREAS, Owner is the [owner/master lessee] of the Property (as
hereinafter defined).





     WHEREAS, Owner desires to engage Broker to provide additional leasing
services in connection with the leasing of the Property and Broker agrees to
undertake such services on the terms set forth herein.





     NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, and other good and valuable consideration, the receipt of
which is hereby acknowledged, Owner hereby retains Broker to solicit desirable
tenants for the property located in San Francisco, California commonly known as
“[Foundry Square II/the Ferry Building]” (hereinafter referred to as the
“Property”) to negotiate leases for Owner’s approval with respect thereto, and
to conduct such other leasing activities specified herein; and Broker hereby
agrees to solicit such tenants, negotiate such leases, and conduct such other
leasing activities specified herein on the terms and conditions hereinafter set
forth.





     1.     LEASING FUNCTIONS.





          1.1. Broker Responsibility. Broker shall use commercially reasonable efforts
to locate desirable tenants for available [Ferry: non-retail] space in the
Property (hereinafter referred to as the “Premises”) and to negotiate
preliminary terms of leases with such tenants in accordance with Owner’s then
current Leasing Guidelines (as hereinafter defined). As used herein, the term
“Leasing Guidelines” shall mean Owner’s policies and negotiating guidelines
respecting base rental, minimum and maximum terms, rental escalations, recovery
of operating expenses, rent concessions, security deposits, allowances, and
other matters commonly the subject of negotiation with tenants. The current
Leasing Guidelines have been provided to Broker. The Leasing Guidelines may be
revised by Owner from time to time and at any time upon five days notice to
Broker. Broker shall solicit and investigate prospective tenants for the
Premises and at all times keep Owner fully informed of all such prospects.





          1.2. Lease Negotiations. If requested by Owner, Broker shall prepare
letters of intent (“LOI”) or proposals to lease (“Proposals”), provided,
however, all terms and conditions









1 Wilson Realty Partners, Inc., as the general partner of Wilson Realty
Partners, L.P., is the entity with the requisite California real estate
licenses.





1







 


of such LOIs or Proposals must be reviewed and approved by Owner prior to
submission to any prospective tenant. Unless otherwise requested in writing by
Owner, Owner, and only Owner, shall engage in all communications and
negotiations regarding the lease document and other substantive lease
negotiations with any prospective tenants. Broker shall provide such assistance
with respect to such communications or negotiations as Owner may request. Each
such lease (“Lease”) shall name Owner as landlord, be subject to Owner’s
approval in its sole discretion, and if approved by Owner shall be executed by
Owner. Notwithstanding anything to the contrary herein Broker shall have no
authority to bind Owner in any way with respect to any lease or any prospective
tenant, including executing any lease on Owner’s behalf. Owner shall have no
obligation to enter into any lease, whether or not such lease satisfies any
Leasing Guidelines.





          1.3. Filling Vacancies. Broker shall, so far as reasonably practicable,
procure references and financial statements from prospective tenants,
investigate such references, and use its best judgment in the recommendation of
prospective tenants. Immediately following any vacancy, Broker will prepare
adequate rental listings and promptly distribute them as it reasonably deems
appropriate. The terms and conditions of each listing shall be subject to Owner’s review and approval prior to such distribution. After a vacancy is so
listed, Broker will cooperate with any other brokers in any manner reasonably
likely to aid in successfully filling the vacancy. Broker agrees to perform
whatever services may be reasonably requested by Owner in connection with the
negotiation of Leases (or the renewal, extension, modification, or cancellation
thereof with proper additional compensation), so long as said services do not
limit or interfere with the execution of Leases or other matters exclusively within the province of the Owner.





          1.4. Exclusive Listing. [Ferry only: Except as otherwise provided in that
certain brokerage agreement with Wilson/Meany, LLC dated               and subject to
Section 1.7,] Broker shall have the sole, entire and exclusive charge of the
renting and leasing of the Premises, and Owner shall not authorize anyone else
to act, as renting or leasing broker or agent on Owner’s behalf with respect to
the Premises, nor shall Owner permit anyone else other than Broker to have or
maintain any rental of “For Rent” signs about the Property; provided that the
foregoing shall not prevent EOP Operating Limited Partnership (“EOPOP”) or any
Affiliate (as hereinafter defined) of EOPOP from discussing the Property with
any prospective tenants. All inquiries for leases for the rental of space in
the Property received by Owner or on behalf of Owner during the term of this
Agreement shall be referred to Broker. For purposes of this Agreement, an
“Affiliate” shall mean (i) any other person directly or indirectly controlling,
controlled by or under common control with such person, (ii) an officer or
director of, or partner, shareholder or member in, such person, or (iii) any
other person directly or indirectly owning or controlling 50% or more of the
outstanding securities or other ownership interest of such person.





          1.5. Obligations of Broker. Broker shall have the sole authority and
responsibility for hiring, supervising, and terminating all employees and
others necessary to carry out its obligations under this Agreement. It is
expressly understood and agreed by the parties hereto that all personnel hired
by the Broker shall be the employees or independent contractors of Broker and
that Owner shall have no liability or obligation whatsoever with respect to any
such employees or independent contractors. Broker shall prepare leasing and
marketing budgets annually for the Property for Owner’s approval (making
changes as specified by Owner at any time and from time to time) and Owner
shall either pay directly or reimburse Broker for leasing and marketing
expenses as provided in any such approved budgets (to the extent such budgets




2







 



contemplated Broker would incur such expenses and be reimbursed by Owner). A.
Robert Paratte or other senior leasing representative from Broker will be
present at lease negotiating and space planning meetings when reasonably
requested by Owner. Broker shall act reasonably in reporting to Owner in
periodic intervals with respect to current leasing activity, including, when
requested by Owner, participating in telephone conference calls with Owner’s
representatives in Chicago, Illinois and participating in meetings in San
Francisco with Owner’s representatives.
Upon request by Owner, Broker shall: prepare a monthly leasing report or more
frequently as requested by Owner; participate with Owner on a biweekly leasing
conference call; develop an annual marketing plan (which shall include a
proposed leasing and marketing budget) for Owner review and approval (making
changes as requested by Owner); implement all aspects of the approved
marketing plan; make presentations to outside brokerage houses, hold tours,
events etc.; propose to Owner deal structures, prepare draft letters of intent
or proposals as requested by Owner for Owner’s approval; assist with lease negotiations as requested;
and assist Owner in gaining an understanding of a prospect’s business and financial condition, when requested by Owner.





          1.6. Obligations of Owner. Owner shall respond promptly and in good faith
to all requests by Broker for approvals or for information concerning the
Property and to all other reasonable requests, provided that the approval of
any Leases shall be in Owner’s sole and absolute discretion. Owner has
disclosed and will promptly disclose in writing to Broker all information
and materials relating to the Property reasonably material to a prospective
tenant, other than Owner’s proprietary, confidential or privileged
information. As and to the extent provided in Section 1.5, Owner shall pay
those leasing and marketing expenses set forth in the budgets approved by
Owner, provided that Owner may revise such budgets at any time. In addition,
if Robert J. Winter or any substitute person specified in writing by Owner as
having authority to make such a request, requests that Broker incur additional leasing and marketing expenses above and beyond those set forth in
the approved budgets, Owner shall reimburse Broker for such additional
expenses. Such reimbursements shall be made by Owner within 30 days after
presentation to Owner of satisfactory evidence of the type and amount of such
expenses, and actual receipts showing that such expenses have been incurred
and paid. Except as provided in Sections 1.5 and 1.6, everything done by
Broker in the performance of its obligations under this Agreement and all
expenses incurred pursuant hereto shall be borne by Broker without
reimbursement from Owner including, but not limited to, all direct personnel
costs of Broker and costs of providing office facilities and supplies for
personnel, and any other expenses incurred by such personnel.





          1.7. [Ferry: Cooperation With CAC. Broker will reasonably cooperate with
Owner and CAC (or any other broker engaged by Owner) to determine an efficient
allocation of responsibilities.]





     2.     LIMITATION OF LIABILITY.





          2.1. Hold Harmless.





               2.1.1. Broker agrees to indemnify, defend and hold harmless Owner,
[Foundry Square Investors II, LLC/WEO-Ferry Building, LLC] the [EOP — F2
First/Howard Investors, L.L.C./EOP-Ferry Building Investor, L.L.C.], EOP
Investor, L.L.C., the REIT (as defined below), EOPOP and their Affiliates and
all such parties’ respective partners, members,



3







 



managers, shareholders, officers, directors, agents, contractors, employees,
trustees and representatives (collectively, the “Indemnified Parties”) from and
against all liabilities, obligations, damages, penalties, claims, costs,
charges and expenses (including, without limitation, reasonable
attorneys fees) which may be imposed upon, incurred by or asserted against the
Indemnified Parties to the extent arising out of or on account of any (i)
negligence or intentional misconduct (collectively, an “Act”) of Broker,
Broker’s employees, or any agents of Broker (regardless of whether or not any
such agent is an independent contractor or an employee), or (ii) Broker Event
of Default (as defined below). No claim shall be made against Broker for
indemnification hereunder where Broker’s Act was taken pursuant to the
expressed directions or written instructions of Owner. Further, except as
provided above, the indemnification provided for herein shall not extend to
acts of any co-broker or brokers who are not agents or employees of Broker.





               2.1.2. Owner agrees to indemnify, defend and hold harmless Broker and its
officers, directors, members, managers, partners, agents and employees
(collectively, the “Broker Indemnified Parties”) from and against all
liabilities, obligations, damages, penalties, claims, costs, charges and
expenses (including, without limitation, reasonable attorneys’ fees) which may
be imposed upon, incurred by or asserted against the Broker Indemnified Parties
to the extent arising out of any (i) Act of Owner or its employees or agents
(regardless of whether or not any such agent is an independent contractor or an
employee of Owner), other than Broker, or (ii) any Owner Event of Default (as
defined below).





               2.1.3. No party hereunder shall be liable for monetary damages for any
breach of Sections 1, 3 or 6 except as provided in this Section 2. This Section
2.1.3 shall not limit any other remedies the parties hereunder shall have,
including the remedy of specific performance.





     3.     INSURANCE.





          3.1. Insurance and Subrogation.





               3.1.l. Broker shall maintain the following insurance during the Term of
this Agreement: (i) commercial general liability insurance, written on an
occurrence basis with contractual liability extensions covering Broker’s
indemnity obligations under this Agreement with respect to personal injury or
property damage, and with limits of not less than $2,000,000 each occurrence
covering personal injury, bodily injury or death and property damage or
destruction (including loss of use thereof), (ii) workers’ compensation as
required by statute and employer’s liability of not less than
$1,000,000 each occurrence, and ( iii) automobile liability covering all owned, hired and
non-owned vehicles with limits of not less than $2,000,000 combined single
limit per occurrence. If such insurance is not available on an occurrence basis
and must be purchased on a “claims made” basis, then such coverage shall be
maintained or an extended reporting or “tail” coverage must be purchased and
maintained for a period of two years after the termination of this Agreement.
All insurance required hereunder shall be provided by responsible insurers
reasonable acceptable to Owner and shall be rated at all times at least A-VIII
by AM BEST & Company and shall be authorized to conduct business in the state
in which the Property is located. Owner shall have Broker and its members,
partners, shareholders, directors, agents and employees named as additional
insureds on Owner’s commercial general liability policies with respect to the
Property. Owner’s insurance shall be primary and any





4







 


insurance maintained by Broker shall be excess and non-contributory with
respect to liability or loss arising from the Owner’s premises.





               3.1.2. Broker shall provide Owner with certificates of insurance
evidencing the coverage required hereunder and with respect to the general and
automobile liability coverage requirements, that name the Owner and the
Indemnified Parties [Ferry: and The City and County of San Francisco and the
San Francisco Port Commission] and their officers, directors, employees and
agents as additional insureds with respect to loss or liability arising out of
the Broker’s activities under this Agreement. Owner shall provide Broker with
certificates of insurance evidencing the coverage required hereunder. Broker
shall provide such certificates prior to the commencement date of this
Agreement and renewal certificates at least 30 days prior to expiration of any
of the required policies. Such certificates and the underlying policies shall
state that the coverage may not be cancelled, materially altered or non-renewed
without 30 days written notice to Owner. Broker agrees to waive all rights and
claims against Owner and Owner parties for losses covered by its insurance
policies and shall waive all rights of subrogation of its insurers for such
claims. Owner agrees to waive all rights and claims against Broker and Broker
parties for losses covered by its insurance policies and shall waive all rights
of subrogation of its insurers for such claims. In addition to the foregoing,
upon request of Owner, Broker shall provide certified copies of insurance
policies evidencing coverages required under this Agreement.





     4.     COMPENSATION.





          4.1. Payment of Commissions. Upon the execution of(x) any Lease between
Owner and a tenant thereunder during the term of this Agreement (such being a
“New Lease”), (y) any written amendment or agreement between Owner and an
existing tenant for a lease expansion during the initial term of any lease of
space at the Property (whether such expansion is of a New Lease or a lease
executed prior to the commencement of this Agreement) (“Lease Expansion”), or
(z) the execution of any Lease with a Prospective Tenant (as defined in Section
4.4.1) of the Property that is entered into after the expiration or termination
of this Agreement (“Prospective Lease”), Owner shall immediately thereafter pay
to Broker a leasing commission of $5 per rentable square foot leased upon the
execution of such New Lease, Lease Expansion, or Prospective Lease, except
that: (i) for any New Lease, Lease Expansion, or Prospective Lease entered into
with GATX, Coblentz, Patch Duffy & Bass LLP, Stone & Youngberg or CNA, the
Owner shall only pay Broker a leasing commission of $3.50 per rentable square
foot leased; or (ii) if there is not an Outside Broker (and the tenant is not
any of the following GATX, Coblentz, Patch Duffy & Bass LLP, Stone & Youngberg
or CNA), the Owner shall pay Broker a leasing commission of $10 per rentable
square foot leased. In addition, (i) as provided in Section 7.2, with respect
to any commission to be paid for any Prospective Lease that is entered into
after the expiration or termination of this Agreement, any such commission
shall be reduced by the amount of the Termination Fee, if any, paid with
respect to the space leased; and (ii) if a New Lease is entered into with any
of the tenants (or their Affiliates) identified on Exhibit A attached hereto,
then the leasing commission required to be paid by Owner in accordance with the
foregoing provisions shall be reduced by an amount equal to the following
leasing commission amounts (which Owner shall pay to Equity Office Properties
Management Corp. or its designee (“EOP Broker”)): (A) if there is no Outside
Broker, $2 per rentable square foot leased; or (B) if there is an Outside
Broker, $1 per rentable square foot leased ($.70 per rentable square foot




5







 



leased for those transactions described in (i) above). The EOP Broker shall be
entitled to enforce the immediately preceding covenant against Owner.





          4.2. Outside Broker. Broker shall actively solicit and Broker shall
cooperate with, third party real estate brokers and agents (each being
herein referred to as an “Outside Broker”), and in the event such
cooperation results in the execution of a New Lease or Lease Expansion by
Owner and the tenant thereunder, when an Outside Broker was the procuring
co-broker, the Outside Broker shall be paid by Owner. Broker shall have no
right to obligate Owner directly for the payment of any commission to any
Outside Broker.





          4.3. Transfer of Property. No sales or brokerage commission or other
compensation shall be paid to Broker in the event the Property, or any portion
thereof, is refinanced, sold or otherwise transferred by Owner, provided,
however, that, in the event of a sale or transfer of the Property in which the
obligations under this Agreement are not assumed by the new owner, such sale
or disposition shall be deemed a termination without cause and Broker shall be
paid the Termination Fee as provided by this Agreement.





          4.4. Termination. Upon the termination of this Agreement other than
pursuant to Section 4.3, whether by the terms of Section 7 or otherwise,
Broker shall, within 15 days after the effective date of termination:





               4.4.1. submit to Owner a list (“Final Prospect Report”) of any
prospective tenants to whom Broker has physically shown the Premises or with
whom Broker in the 60 day period immediately prior to the date of termination
has engaged in active negotiations with respect to the leasing of space within
the Property, which Final Prospect Report shall be subject to verification by
Owner and which Final Prospect Report, to the extent verified by Owner, shall
constitute the list of prospective tenants (“Prospective Tenants”);





               4.4.2. if Owner disagrees with the Final Prospect Report, Broker shall be
required to submit to Owner written evidence reasonably satisfactory to Owner
confirming the nature and extent of such negotiations and such tenant’s
interest in the Premises; and





               4.4.3. if Owner shall enter into a New Lease with any Prospective Tenant
listed and accepted by Owner in accordance with Section 4.4.1 and such New
Lease is executed either (i) within six months after the effective date of
termination of this Agreement, or (ii) within one year after the effective
date of termination of this Agreement with respect to Prospective Tenants to
whom Owner has physically shown the Premises or with whom Owner has had active
discussions each in the 60 day period immediately prior to the date six months
after the effective date of termination of this Agreement, then such lease
shall, for purposes of this Section 4, be considered a New Lease entered into
during the term of this Agreement and Broker shall be entitled to the
compensation provided in this Section 4.1 with respect thereto.





          4.5. No Waiver. It is further understood and agreed by Broker that
notwithstanding any term or provision to the contrary contained herein, that in
the event any commission amount to be paid hereunder is adjusted in any
manner by mutual written agreement of the parties hereto in connection with one or more transaction(s) occurring during the term hereof, that such
adjustment shall not constitute or be deemed a waiver or modification of any
term or provision contained in this Agreement.





6







 


     5.     Construction Management. Nothing in this Agreement is intended to alter
or modify the rights of Affiliates of Broker, under any development management
agreement with Owner, to receive tenant improvement construction
coordination/supervision fees to the extent provided in any such agreement.
Without Owner’s prior written approval given after the date hereof, Broker
shall not discuss or otherwise communicate with any tenant the possibility of
such tenant or potential tenant compensating Broker directly (including in the
lease) for any services relating to the Property (including construction
management).





     6.     Reporting. Until the date six months after the date hereof, Broker shall
report to the Development Group of EOPOP with respect to leasing of the
Property. After such date such reporting shall be to such persons or group as
Owner may specify from time to time.





     7.     TERM.





          7.1. Term.
The term of this Agreement shall commence as of                     
   ,2002 (the “Commencement Date”)
and terminate on December 31, 2004; provided, however,
that nothing contained in this Section 7.1 shall prohibit the prior termination of this Agreement as permitted by the terms hereof.





          7.2. Termination Without Cause. At any time during the term of this
Agreement, Owner may terminate this Agreement without cause by giving the
Broker at least 30 days’ notice in writing. If Owner so terminates this
Agreement without cause, it shall pay to Broker a termination fee (the
“Termination Fee”) based on the date of termination and the amount of rentable
[Ferry: non-retail] space that has never been leased at the Property as
described in the following table:






	 	 	 
	Termination Date	 	Termination Fee
	
	 	

	Prior to December 31, 2003	 	
$3.50/unleased rsf
	January 1, 2004 — June 30, 2004	 	
$2.25/unleased rsf
	July 1, 2004 — December 31, 2004	 	
$1.00/unleased rsf



As and to the extent required in Section 4.1, in the event that any Prospective
Leases are entered into after such termination, Owner shall cause the leasing
commission for such Prospective Lease specified in Section 4.1 to be paid to
Broker, provided, however, that any such commission shall be reduced by the
amount of the Termination Fee paid with respect to the space leased.
Notwithstanding the foregoing, if A. Robert Paratte is no longer employed by
any of the following: Broker, EOPOP, or an Affiliate of EOPOP, then the
Termination Fee shall be 50% of the amount that would otherwise be payable. The
parties agree that the Property contains [FS2: 502,200/Ferry: 175,000] total
rentable square feet subject to this Agreement [Ferry: (which amount excludes
retail space at the Property)].





          7.3. Termination For Cause. Notwithstanding the provisions of Section 7.1
above, Owner may, at its option, terminate this Agreement (effective as of the
date any of the circumstances described below arise or accrue) upon the
occurrence of, or at any time following, any of the circumstances described
below (and no Termination Fee shall be payable):





               7.3.1. Loss of Property. Upon foreclosure (by any party not an Affiliate
of EOPOP) of the Property, or any notice to Broker of any material
condemnation, material destruction or material demolition of the Property.





7







 


               7.3.2. Broker Actions. If Broker (a) fails generally to pay its debts as
such debts become due, (b) gives notice to any governmental body of Broker’s
insolvency or pending insolvency or the suspension of Broker’s operators, (c)
makes an assignment for the benefit of creditors or takes any other similar
action for the protection or benefit of its creditors, or (d) files an answer
admitting the material allegations of or consenting to, or defaults in
answering, any pleading filed with respect to the commencement of any case or
proceeding respecting Broker under any bankruptcy or insolvency law.





               7.3.3. Actions Against Broker. If any (a) order for relief is entered
against Broker in any case in bankruptcy, (b) any case in bankruptcy is
commenced with respect to Broker, (c) any order, judgment, or
decree is entered
against Broker by a court of competent jurisdiction appointing a receiver,
trustee, custodian, or a liquidator of Broker of all or a substantial part of
its assets and such order, judgment, or decree continues unstayed and in effect
for a period of 90 consecutive days, or (d) any proceeding for the
reorganization of Broker or for an arrangement under any bankruptcy or
insolvency law applicable to Broker is commenced, whether by or against Broker
and is not dismissed within 30 days from the commencement thereof.





               7.3.4. Assignment of Broker. If this Agreement is assigned by Broker
either voluntarily or by operation of law (including, without limitation, any
assignment by operation of law or otherwise upon the revocation of the
corporate charter of Broker), without Owner’s prior written consent, to the
extent required by Section 9.3.





               7.3.5. Breach of Agreement. If the following constitutes gross negligence
or willful misconduct by Broker (a “Broker Event of Default”): Broker breaches
or violates any provision of this Agreement and does not cure or correct such
breach or violation to the satisfaction of Owner within 15 days after delivery
of written notice from Owner (or such longer period of time (not to exceed 75
days) as reasonably may be necessary to cure if such breach or violation is of such a nature as to require more than 15 days to cure and provided
Broker commences curing such breach or violation within fifteen 15 days after
delivery of the aforesaid notice and proceeds to diligently cure same). Subject
to Section 2.1.3, this section shall not limit Owner’s right to file a lawsuit
against Broker in the event Broker breaches this Agreement.





               7.3.6. Licenses. If Broker and Broker’s general partner at any time do not
have, collectively, all current, valid licenses necessary to perform its
obligations under this Agreement or is not in good standing under such licenses
(the foregoing, a “License Default”), provided, however, that Broker or
Broker’s sole general partner shall have 30 days (with no notice from Owner
required) to cure any failure to have such licenses; and further provided that
Broker shall earn no amount pursuant to Section 4.l for any lease signed at a
time when a License Default has occurred and remains uncured.





     8.     OWNER EVENT OF DEFAULT. If the following constitutes gross negligence
or willful misconduct by Owner (an “Owner Event of
Default”): Owner breaches or
violates any provision of this Agreement and does not cure or correct
such breach or violation to the satisfaction of Broker within 15 days
after delivery of written notice from Broker (or such longer period of time
(not to exceed 75 days) as reasonably may be necessary to cure if such breach
or violation is of such a nature as to require more than 15 days to cure and
provided Owner




8







 



commences curing such breach or violation within fifteen 15 days
after delivery of the aforesaid notice and proceeds to diligently cure same).
Subject to Section 2.1.3, this section shall not limit Broker’s right to file a
lawsuit against Owner in the event Owner breaches this Agreement.





     9.     MISCELLANEOUS.





          9.1. Attorneys Fees. In the event of any dispute, including, but not
limited to, an action at law or in equity, as to the enforcement or
interpretation of the terms of this Agreement, the prevailing party shall be
entitled, in addition to all expenses, costs or damages awarded by a court of
competent jurisdiction and to any other relief to which such party may be
entitled, to reasonable attorneys’ fees, whether or not such controversy was
litigated or prosecuted to judgment.





          9.2. Written Communication. All notices, demands, consents, approvals,
and other communication provided for in this Agreement shall be in writing and
shall be given to the Owner or Broker at the address set forth below or at such
other or additional addresses as either may specify thereafter in writing in
accordance with this Section:






	 	 	 
	OWNER:	 	
[Foundry Square Associates II, LLC/
	 	 	
Ferry Building Associates, LLC]
	 	 	
c/o Equity Office Properties Trust
	 	 	
2 North Riverside Plaza, Suite 2100
	 	 	
Chicago, IL 60606
	 	 	
Attn.: EVP — Development and Portfolio Management
	 	 	 
	with a copy to:	 	
[FSA II LLC/FBA LLC]
	 	 	
c/o Equity Office Properties Trust
	 	 	
2 North Riverside Plaza, Suite 2100
	 	 	
Chicago, IL 60606
	 	 	
Attn: Chief Legal Counsel
	 	 	 
	BROKER:	 	
Wilson Realty Partners, L.P.
	 	 	
199 Howard Street
	 	 	
San Francisco, CA 94105-1610
	 	 	 
	with a copy to:	 	
Farella Braun & Martel, LLP
	 	 	
Russ Building, 30th Floor
	 	 	
235 Montgomery Street
	 	 	
San Francisco, CA 94104
	 	 	
Attn: Jeff Newman



Each such notice or other communication shall either be mailed by United
States registered or certified mail, return receipt requested, postage prepaid
and may be deposited in a United States Post Office or a depository for the
receipt of mail regularly maintained by the Post Office, or delivered by
personal delivery, or by a national courier service. Such notices shall be deemed delivered three days after deposit in the U.S. mail, if mailed in
accordance with the foregoing, or when received or refused, if delivered by
personal delivery or national courier service.





9







 


     9.3. No Assignment. Broker shall not assign this Agreement, without the
express prior written consent of Owner, which may be granted or withheld in
Owner’s sole and absolute discretion, provided, however, that, without Owner’s
consent, but with no less than 30 days prior written notice to Owner, Broker
may assign or transfer this Agreement (with Broker remaining responsible for
all Broker’s obligations under this Agreement) to an entity in which (i) A.
Robert Paratte (only if he has not been hired by Owner or its Affiliate) is a
principal or employee, and (ii) at least two of Tom Sullivan, Jon Knorpp and
Christopher Meany (a) are principals, (b) control such entity, and (c) have a
material economic interest.





     9.4. Invalidation. Invalidation or unenforceability of any one or more of
the provisions of this Agreement shall in no way affect any of the other
provisions hereof which shall remain in full force and effect.





     9.5. Subordination. Broker agrees that all of its rights hereunder,
including, without limitation, its right to receive compensation or
reimbursement pursuant to Section 4.1 above, shall at all times be subordinate
and inferior to the rights of any now existing or future mortgagee, ground
lessor or other party holding a recorded security interest, mortgage, deed of
trust, security agreement, assignment of rents and/or leases, or the like,
against Owner’s interest in the Property or any part thereof (“Secured Party”)
(excluding, however, the rights of any equipment of other vendors and/or
lessors who hold a security interest in only specific pieces of equipment,
furniture or the like pursuant to an installment sale contract, lease, chattel
mortgage or similar instrument, and the rights of Riverside Finance Company,
L.L.C. (and any successors or assigns thereof) under its existing mortgage).
Notwithstanding the terms of this Section 9.5, this Agreement shall
automatically terminate upon any foreclosure, deed-in-lieu of foreclosure
transaction, judicial sale of the Property or similar transaction, and Secured
Party or any purchaser at such transaction shall not be liable for any fees or
other obligations due hereunder, provided that any Termination Fee payable
pursuant to Section 4.3 shall be paid by Owner to Broker and shall not be
affected thereby. Notwithstanding the foregoing sentence, in the event of any
foreclosure, deed-in-lieu of foreclosure transaction, judicial sale of the
Property or similar transaction involving Riverside Finance Company, L.L.C.
(and any successors or assigns of its interest in such mortgage) with respect
to its existing mortgage, this Agreement shall not terminate and shall be
deemed to have been assigned to and assumed by Riverside Finance Company,
L.L.C. (or any successors or assigns of its interest in such mortgage),
provided, however, that the foregoing shall not be deemed to prevent Riverside
Finance Company, L.L.C. (or any successors or assigns of its interest in such
mortgage) from terminating this Agreement without cause under Section 7.2 and
paying the Termination Fee to Broker.





     9.6. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall comprise but a single instrument.





     9.7. Interpretation. All personal pronouns used in this Agreement,
whether used in the masculine, feminine, or neuter gender, shall include all
other genders, the singular shall include the plural; and the plural shall
include the singular. Titles of Sections and paragraphs in this Agreement are
for convenience of reference only, and neither limit nor amplify the provisions
of this Agreement. All references in this Agreement to Sections or paragraphs
shall refer to the corresponding Section or paragraph of this Agreement unless
specific reference is made to the provisions of any other specified document or
law. No provision of this




10







 



 Agreement shall be construed against or interpreted to the disadvantage of
either Owner or Broker by any court or other governmental, judicial or
arbitration authority by reason of either Owner or Broker having, or being deemed to
have, structured or dictated such provision, the parties hereto
acknowledging that the parties have jointly participated in the negotiation,
drafting, and preparation of this Agreement.





     9.8. Governing Law. This Agreement and the obligations of Owner and Broker
hereunder shall be interpreted, construed, and enforced in accordance with the
laws of the state of California, without regard to its conflicts of law
provisions.





     9.9. Amendments. Neither this Agreement nor any provision hereof shall be
changed, amended, waived, or discharged orally, but only by an instrument in
writing duly signed by the party against whom enforcement of the change,
amendment, waiver, or discharge is sought.





     9.10. Recording. Broker and Owner hereby agree that neither this Agreement
nor a short form memorandum shall be recorded in the public records.





     9.11. Complete Agreement.
This Agreement (including all exhibits and
schedules attached hereto) constitutes the complete agreement of the parties
with respect to the leasing of the Premises and supersedes any previous
agreement or understanding between the parties hereto relating to the leasing
of the Premises.





     9.12. Successors
and Assigns. Subject to Section 9.3, the terms of this
Agreement shall be binding upon and shall inure to the benefit of Owner and
Broker and the transferees, representatives, successors and assigns of any of
them.





     9.13. Third-Party Beneficiary.
Owner and Broker hereby expressly
acknowledge and agree that this Agreement is for the sole and exclusive benefit
of Owner and Broker; provided, however, that the leasing commission provisions
contained in this Agreement are also intended to be for the benefit of EOP
Broker and its Affiliates and shall be enforceable by EOP Broker and its
Affiliates.





     9.14. Exculpatory Clause. Each party agrees that none of other party’s
direct or indirect partners, members, trustees, beneficiaries or shareholders,
nor any of their respective officers, directors, shareholders, partners,
members, trustees, beneficiaries, employees, agents, representatives, heirs,
successors or assigns, shall be personally liable for any of the obligations
hereunder and that each party must look solely to the other party’s assets
(and in the case of Owner, solely to its interest in the Property) for the
enforcement of any claims against such party arising hereunder. For purposes of
this Agreement, the obligations of direct or indirect partners of any party to
make capital contributions to such party and any deficit capital accounts shall
not constitute assets of such party against which recourse may be sought.





     9.15. No Discrimination. In the performance of this Agreement, Broker
covenants and agrees not to discriminate on the basis of the fact or perception
of a person’s race, color, creed, religion, national origin, ancestry, age,
sex, sexual orientation, gender identity, domestic partner status, marital
status, disability or Acquired Immune Deficiency Syndrome or HIV status
(AIDS/HIV status) against any employee, any employee of the City working with,
or




11







 



applicant for employment with Broker, in any of Broker’s operations within
the United States, or against any person seeking accommodations, advantages,
facilities, privileges, services, or memberships in all business, social, or
other establishments or organizations operated by Broker.





     9.16. San Francisco Requirements. This Agreement hereby incorporates by
reference the provisions of Sections 12B.2(a), 12B.2(c)-(k), inclusive, and
12C.3 of the San Francisco Administrative Code. In the performance of this
Agreement, Broker covenants and agrees to comply strictly and in all respects
with the provisions of Sections 12B.2(a), 12B.2(c)-(k), inclusive, and 12C.3 of
the San Francisco Administrative Code.





     9.17. San Francisco Non-Discrimination. The provisions of Chapters 12B and
12C of the San Francisco Administrative Code relating to non-discrimination by
parties Agreementing for the lease of City property are incorporated in this
Section 9.17 by reference and made a part of this Agreement as though fully set
forth herein. Broker shall comply fully with and be bound by all of the
provisions that apply to this Agreement under such Chapters of the
Administrative Code, including but not limited to the remedies provided in such
Chapters.





     9.18. Cigarettes and Tobacco. Broker acknowledges and agrees that no
advertising of cigarettes or tobacco products shall be allowed on the Premises.
The foregoing prohibition shall include the placement of the name of a company
producing, selling or distributing cigarettes or tobacco products or the name
of any cigarette or tobacco product in any promotion of any event or product or
on any sign. The foregoing prohibition shall not apply to any advertisement
sponsored by a state, local or nonprofit entity designed to communicate the
health hazards of cigarettes and tobacco products or to encourage people not to
smoke or to stop smoking.





     9.19. REIT Qualification. Broker recognizes and acknowledges that Equity
Office Properties Trust (the REIT”), an affiliate of Owner, intends to qualify
as a “real estate investment trust” for purposes of the Internal Revenue Code
and that maintaining such status and avoiding any activity which might cause a
penalty or tax (including, without being limited to, the tax imposed on income
from foreclosure property under Section 857(b)(4) of the Code, the tax imposed
on the failure to meet certain income requirements under Section 857(b)(5) of
the Code and the tax imposed on income from prohibited transactions under
Section 857(b)(6) of the Code) to be applied is of material concern to Owner in
the conduct of its business generally. Prior to such time that the REIT
notifies Broker in writing that the Board of Trustees of the REIT has
determined pursuant to the REIT’s Amended and Restated Declaration of Trust, as
may be amended and/or restated, to revoke or otherwise terminate the REIT’s
election to be treated as a real estate investment trust under the Code, Broker
shall not enter into or cause Owner to enter into any agreement to engage, nor
shall Broker engage in, any activities which, in the reasonable opinion of
Broker or in the reasonable opinion of counsel selected by Broker, could result
in (i) the prevention of the qualification of the REIT as a “real estate
investment trust,” (ii) imposition of a penalty or tax (including,
without being limited to, the tax imposed on income from foreclosure property
under Section 857(b)(4) of the Code, the tax imposed on the failure to meet
certain income requirements under Section 857(b)(5) of the code and the tax
imposed on income from prohibited transactions under Section 857(b)(6) of the
Code) on the REIT, or (iii) the realization by the REIT of income in the form
of original issue discount.







12








 


     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above provided.




	 	 	 	 	 	 	 	 	 
	 	 	
OWNER:

	 	 	 	 	 	 	 	 	 
	 	 	
___________________________, LLC, a California limited
liability
company

	 	 	 	 	 	 	 	 	 
	 	 	
___________________________, Investors, LLC, a Delaware 
 limited liability
company, its Manager

	 	 	 	 	 	 	 	 	 
	 	 	By:	 	EOP
Operating Limited Partnership, a Delaware
 limited partnership
	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Equity
Office Properties Trust, a  Maryland 
real estate
investment trust, its General Partner
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	
 


	 	 	 	 	 	 	Name:	 	
 


	 	 	 	 	 	 	Title:	 	
 


	 	 	 	 	 	 	 	 	 
	 	 	
BROKER:

	 	 	 	 	 	 	 	 	 
	 	 		 	WILSON
REALTY PARTNERS, L.P., a
Delaware limited partnership
	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Wilson
Realty Partners, Inc., 
 a California corporation
its sole
general partner
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	
 
Thomas P. Sullivan
Its President

	 	 	 	 	 	 	 	 	 
	 	 	
Riverside Finance Company, L.L.C. joins into
                                 this 
Agreement for the limited purpose of
                                 confirming its 
agreement to be bound by the
                                 provisions of Section 9.5.

	 	 	 	 	 	 	 	 	 
	 	 	
                                 RIVERSIDE FINANCE COMPANY, L.L.C.

	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	
 


	 	 	 	 	Name:	 	
 


	 	 	 	 	Title:	 	
 







13







 




EXHIBIT A



List Of Leases For Which EOP Broker Is Entitled To Commission

As Set Forth In Section 4.1






14







 



EXHIBIT I



Assignment of Work Product













 


WORKPRODUCT ASSIGNMENT





     THIS WORKPRODUCT ASSIGNMENT (this “Agreement”)is made as of
December 18, 2002, by Wilson/Equity Office, LLC (“WEO”), Wilson Realty
Partners, L.P. (“WEO LP”),and Wilson Realty
Partners, Inc. (“WEO Inc. ”) in favor of the
various Owner parties described below. All capitalized terms used but not
otherwise defined herein shall have the meanings given in the Separation
Agreement (defined below), or to the extent not defined therein, in
the WEO
Agreement.





RECITALS






     A.     WEO,
WEO LP, WEO Inc. and Wilson (collectively the “WEO Parties”), and
EOP Investor, L.L.C. are among the parties to that certain Separation Agreement (the
“Separation Agreement”) dated as of December      , 2002.





     B.     As provided in Section 1.10 of the Separation Agreement, the WEO Parties
have agreed, with respect to FS2, FS3, FS4, Ferry, Concar, SRl and SR2, to
cause to be assigned, without any recourse, representation, warranty or
associated covenants or agreements, to the Owner of each Project, all right,
title and interest of the WEO Parties in all work product, plans,
specifications, budgets, files, financial information, contracts (including any
design/build contracts entered into by the Project general contractor, but not
including any of the following: (i) the interests in the Project Entities or
WEO or its Subsidiaries; (ii) the Brokerage Agreements; or (iii) any other
contracts that are part of the WEO Operating Assets), correspondence and other
documents to the extent relating to the applicable Owners, Project Entities and
entities in which either has an interest, the applicable Projects and the
property associated therewith to the extent it is legally within the power of
any of the WEO Parties to do so (collectively, the “Deliverable Work Product”).





     NOW THEREFORE, in consideration of the foregoing premises and for other
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the WEO Parties hereby make the following assignments:





     1.     Assignment. The WEO Parties hereby assign, without any recourse,
representation, warranty or associated covenants or agreements, to the Owners
of each of FS2, FS3, FS4, Ferry, Concar, SRl and SR2, all Deliverable Work
Product. Each of the foregoing assignors shall have the right to review
and make copies of the Deliverable Work Product at reasonable times and
upon reasonable notice notwithstanding this assignment. Notwithstanding this
assignment, to the extent in the possession or control of the assignors, possession of
the Deliverable Work Product shall remain with the assignors
until deliverable pursuant to the Separation Agreement.





     2.     Wilson Affiliates. Wilson shall cause the Wilson Parties (other than
individuals) to assign to the Project Owners of each of FS2, FS3, FS4, Ferry,
Concar, SRl and SR 2, all Deliverable Work Product (in which such Affiliates
have an interest) relating to the applicable Owners, Project Entities and
entities in which either has an interest, the applicable Projects and the
property associated therewith.





1







 


     3.     Separation Agreement Controls. Notwithstanding anything to the contrary
herein, nothing in this Agreement overrides or limits any representation,
warranty, covenant or agreement in the Separation Agreement.





     4.     Miscellaneous. Section 13 of the Separation Agreement is hereby
incorporated herein by reference.





	 	 	 	 	 	 	 	 	 
	 	 	
WEO:

	 	 	 	 	 	 	 	 	 
	 	 	
WILSON/EQUITY OFFICE, LLC, a Delaware
 limited liability company


	 	 	 	 	 	 	 	 	 
	 	 	
By: EOP Investor, L.L.C., a Delaware limited
 liability company, its member

	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Equity
Office Properties

                                                     Management Corp., a
                                                     Delaware
 corporation, its
                                                     Member Manager

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	
 


	 	 	 	 	 	 	Name:	 	
 


	 	 	 	 	 	 	Title:	 	
 


	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Wilson
Investors — California,
                                        LLC, a 
Delaware limited liability
                                        company, its 
member


	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	
 


	 	 	 	 	Name:	 	
 


	 	 	 	 	Title:	 	
 


	 	 	 	 	 	 	 	 	 
	 	 	
WEO LP:

	 	 	 	 	 	 	 	 	 
	 	 	
WILSON REALTY PARTNERS, L.P.,
 a
                                        Delaware limited partnership

	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Wilson Realty Partners, Inc., a
                                        Delaware 
limited liability company, its
                                        sole general 
partner


	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	
 


	 	 	 	 	Name:	 	
Tom Sullivan

	 	 	 	 	Title:	 	
Its President

	 	 	 	 	 	 	 	 	 






2








 


 

	 	 	
	 	 	WEO INC.:
	 
	 		WILSON REALTY PARTNERS,
INC., a

Delaware limited liability company

	 
		By:	 



		Name:	Tom
Sullivan



		
Title:	Its President



	 
	 	 	WILSON:
	 
	 	 	WILSON INVESTORS — 

CALIFORNIA, LLC, a Delaware limited liability

company



	 
		By:	 



		Name:	 



		Title:	 












4







 



WORKPRODUCT ASSIGNMENT






     THIS WORKPRODUCT
ASSIGNMENT (this “Agreement”) is made as of December
     , 2002, by Wilson/Equity Office, LLC (“WEO”) and EOP Investor, L.L.C. (“EOP”)
in favor of Wilson — Larkspur Realty Partners, LLC, a Delaware limited liability
company (“Wilson-Larkspur”). All capitalized terms used but not otherwise
defined herein shall have the meanings given in the Separation Agreement
(defined below), or to the extent not defined therein, in the WEO Agreement.





RECITALS






     A.     WEO and EOP are among the parties to that certain Separation Agreement
(the “Separation Agreement”) dated as of December     , 2002.





     B.     As
provided in Section 1.10 of the Separation Agreement, WEO has
agreed, with respect to Larkspur, to cause to be assigned, without any
recourse, representation, warranty or associated covenants or agreements, to
Wilson-Larkspur, all right, title and interest of WEO in all work product,
plans, specifications, budgets, files, financial information, contracts,
correspondence and other documents to the extent relating to WEO-Larkspur, the
Larkspur Project, and the property associated therewith to the extent it is
legally within the power of WEO to do so (collectively, the “Deliverable Work
Product”).





     NOW THEREFORE, in consideration of the foregoing premises and for other
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, WEO and
EOP hereby agree to make the following assignments:





     1.     Assignment.
WEO hereby assigns, without any recourse, representation,
warranty or associated covenants or agreements, to Wilson Larkspur all
Deliverable Work Product. The foregoing assignor shall have the right to review
and make copies of the Deliverable Work Product at reasonable times and upon
reasonable notice notwithstanding this assignment. Notwithstanding this
assignment, to the extent in the possession or control of the assignor,
possession of the Deliverable Work Product shall remain with the assignor until
deliverable pursuant to the Separation Agreement.





     2.     EOP Affiliates. EOP shall cause the EOP Parties (other than
individuals) to assign to Wilson-Larkspur all Deliverable Work Product (in
which such EOP Parties have an interest, if any) relating to WEO-Larkspur, the
Larkspur Project, and the property associated therewith.





     3.     Separation Agreement Controls. Notwithstanding anything to the contrary
herein, nothing in this Agreement overrides or limits any representation,
warranty, covenant or agreement in the Separation Agreement.





     4.     Miscellaneous. Section 13 of the Separation Agreement is hereby
incorporated herein by reference.





1






 



	 	 	 	 	 	 	 	 	 
	 	 	
WEO:

	 	 	 	 	 	 	 	 	 
	 	 	
WILSON/EQUITY OFFICE, LLC, a Delaware

limited liability company


	 	 	 	 	 	 	 	 	 
	 	 	
BY: EOP Investor, L.L.C., a Delaware
limited
 liability company, its member


	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Equity
Office Properties

             Management Corp., a Delaware

             corporation, its Member
             Manager

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	
 


	 	 	 	 	 	 	Name:	 	
 


	 	 	 	 	 	 	Title:	 	
 


	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Wilson
Investors — California, LLC, a

Delaware limited liability company, its 
member


	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	
 


	 	 	 	 	Name:	 	
 


	 	 	 	 	Title:	 	
 







3






 



	 	 	 	 	 	 	 	 	 
	 	 	
EOP:

	 	 	 	 	 	 	 	 	 
	 	 	
EOP INVESTOR, L.L.C.,  a Delaware limited

liability company



	 	 	 	 	 	 	 	 	 
	 	 	 	 	
By: Equity Office Properties

      Management Corp., a Delaware
      corporation, 
its Member Manager

	 
	 	 	 	 	By:	 	
 


	 	 	 	 	Name:	 	
 


	 	 	 	 	Title:	 	
 






3






 


EXHIBIT J

FSI Development
Management Acknowledgment









 



Foundry Square Investors III, LLC

199 First Street, Suite 200

San Francisco, CA 94105






As of December _____, 2002






KSW Howard Street Properties II, LLC

KSW Properties

244 California Street, 7th Floor

San Francisco, CA 94111

Attn: Thomas Reichling






Foundry Square Associates III, LLC

c/o Wilson/Equity Office, LLC

199 First Street, Suite 200

San Francisco, CA 94105






     Re: Confirmation of Certain Additional Contributions





Ladies and Gentlemen:






     Reference is made to that certain Operating Agreement of First Street
Associates, LLC, a California limited liability company, renamed Foundry Square
Associates III, LLC (the “Company”), dated as of October 29, 1998 (the
“Operating Agreement”), among Howard Street Investors III, LLC (successor in
interest to Howard Street Investors), a California limited liability company
(“Howard”), as Manager and Member, KSW Howard Street Properties II, LLC
(formerly known as KSW Howard Street Properties), a California limited
liability company (“KSW Howard Street”), as Manager and Member, and Foundry
Square Investors III, LLC (formerly known as First Street Investors), a
California limited liability company (“FSI-III”), as a Member. All capitalized
terms used herein and not otherwise defined shall have the meaning set forth in
the Operating Agreement.





     Section 3.03 of the Operating Agreement provides that certain funds
contributed by FSI-III to the Company for the development of the Improvements
shall be deemed to be “Additional Contributions”. Section 5.08 of the
Operating Agreement provides that the Company is required to pay certain
development management fees to Wilson/Equity Office, L.P., a Delaware limited
partnership, which is wholly owned and controlled by Wilson/Equity Office, LLC,
a Delaware limited liability company (the successor in interest to WW&A).





     The purpose of this letter is to confirm that the parties hereto
acknowledge and agree that all of those certain amounts set forth on Exhibit A
attached hereto, which have been contributed by FSI-III to the Company and
which total $386,388.00 in the aggregate, shall be included as part




 







 



 of FSI-III’s Additional Contributions pursuant to Section 3.03 of the
Operating Agreement. The parties further confirm that such amounts are valid
development management fees properly paid by the Company pursuant to Section
5.08 of the Operating Agreement.





     The individuals executing this letter on behalf of the parties hereto
individually represent and warrant that he or she has been authorized to do so
on behalf of such party and has the power to bind such party. This letter may
be signed in any number of counterparts with the same effect as if the
signatures to each counterpart were upon a single instrument, and is intended
to be binding when all parties have delivered their signatures to the other
parties. Signatures may be delivered by facsimile transmission. All
counterparts shall be deemed an original of this letter.





     If the foregoing is acceptable to you, please indicate your
acknowledgement and agreement by executing and returning a copy of this letter.






	 	Very truly yours,








	 	FOUNDRY SQUARE INVESTORS III, LLC, a

California limited liability company








	 	By: Wilson/Equity Office, LLC,

a Delaware limited liability company,

its Manager








	 	By: Wilson Investors — California, LLC,

a Delaware limited liability company,

its Manager








	 	By: _________________________________

Thomas P. Sullivan, its Manager







2







 


     ACKNOWLEDGED AND AGREED:






	 	 	 	 	 
	KSW PROPERTIES,
	a California limited partnership
	By:	 	
Kingsley, Schreck, Wells & Reichling,
	 	 	
a California limited partnership,
	 	 	
its General Partner
	 
	 	 	
By:	 	_____________________________
	 	 	 	 	Thomas V. Reichling,
	 	 	 	 	General Partner
	 
	 	 	
By:	 	_____________________________
	 	 	 	 	Albert R. Schreck,
	 	 	 	 	General Partner
	 	 	 	 	 
	KSW HOWARD STREET PROPERTIES II
	LLC, a Delaware limited liability company
	 
	By:	 	
Kingsley, Schreck, Wells & Reichling,
	 	 	
a California limited partnership,
	 	 	
its Manager
	 
	 	 	 	 	 
	 	 	
By:	 	_____________________________
	 	 	 	 	Thomas V. Reichling,
	 	 	 	 	General Partner
	 
	 	 	
By:	 	_____________________________
	 	 	 	 	Albert R. Schreck,
	 	 	 	 	General Partner





3







 


HOWARD STREET INVESTORS III, LLC,

a California limited liability company






By: Foundry Square Investors III, LLC,

a California limited liability company, its Manager






By: Wilson/Equity Office, LLC,

a Delaware limited liability company,

its Manager






By: Wilson Investors — California, LLC,

a Delaware limited liability company,

its Manager






By: ____________________________

Thomas P. Sullivan, its Manager






4







 


FOUNDRY SQUARE ASSOCIATES IV, LLC



	 	By: HOWARD STREET INVESTORS III, LLC,

a California limited liability company, its Manager








	 	By: Foundry Square Investors III, LLC,

a California limited liability company, it Manager








	 	By: Wilson/Equity Office, LLC,

a Delaware limited liability company,

its Manager








	 	By: Wilson Investors — California, LLC,

a Delaware limited liability company,

its Manager








	 	By: __________________________

Thomas P. Sullivan, its Manager








	 	By: KSW HOWARD STREET PROPERTIES II LLC,

a Delaware limited liability company, its Manager








	 	By: Kingsley, Schreck, Wells & Reichling,

a California limited partnership,

its Manager








	 	By: ____________________________

Thomas V. Reichling,

General Partner








	 	By: ____________________________

 Albert R. Schreck,

General Partner







5







 


EXHIBIT A






See attached.















 



EXHIBIT L



Larkspur Assignment of Membership Interests













 


ASSIGNMENT AND ASSUMPTION

OF MEMBERSHIP INTEREST






     This Assignment and Assumption of Membership Interests (this “Assignment”)
is made as of this            day of December, 2002, by and among Wilson/Equity Office,
LLC, a Delaware limited liability company (“WEO”) and Wilson — Larkspur Realty
Partners, LLC, a Delaware limited liability company (“Wilson-Larkspur”).





RECITALS






     A.     Wilson Investors — California, LLC (“Wilson”) and EOP Investor, L.L.C.,
a Delaware limited liability company (“EOP”) are the two members of WEO
pursuant to that certain Amended and Restated Operating Agreement No. 1 of
Wilson/Equity Office, LLC, dated as of August 1, 2000 (“WEO Agreement”). EOP
owns a 49.9% Percentage Interest in WEO and Wilson owns a 50.1% Percentage
Interest in WEO.





     B.     WEO is the sole member of Wilson — Larkspur, LLC, a Delaware limited
liability company; formerly known as WEO — Larkspur, LLC (the “Larkspur Project
Entity”).





     C.     As contemplated by that certain Separation Agreement, dated as of
December    , 2002 (the “Separation Agreement”), by and among Wilson EOP, WEO and
certain other parties, the parties hereto wish to transfer, assign, and assume
all of the membership interests in the Larkspur Project Entity as hereinafter
provided. Following the transfer to be effected by this Assignment, Wilson — Larkspur will be the manager and the sole member of the Larkspur Project
Entity. Capitalized terms used in this Assignment without definition shall have
the same meaning as set forth the Separation Agreement.





AGREEMENT






     NOW THEREFORE, for good and valuable consideration the receipt of which is
hereby acknowledged, the parties hereby agree as follows:





     1.     Assignment of WEO Interest in Larkspur Project Entity. WEO hereby
assigns and transfers its entire interest in the Larkspur Project Entity to
Wilson — Larkspur, and Wilson — Larkspur hereby accepts and assumes such
membership interest and agrees to perform all of the obligations pertaining to
such membership interest arising or accruing from and after the date hereof.
WEO, in its capacity as the manager of the Larkspur Project Entity, hereby
consents and agrees to such transfer and assumption and agrees to make any
other deliveries or requirements in connection with such assignment and
transfer (and the parties hereto agree that no delivery of any legal opinion
will be required).





     2.     Appointment of Wilson — Larkspur as the New Manager of the Larkspur
Project Entity. Following the assignment and assumption set forth above, WEO
hereby resigns as the manager of the Larkspur Project Entity and Wilson — Larkspur, the sole member of the Larkspur Project Entity, hereby appoints
itself as the new manager of the Larkspur Project Entity. Wilson — Larkspur
hereby accepts such appointment.





1







 


     3.     Allocation of Liabilities. The respective liabilities between the
parties hereto with respect to the interests transferred pursuant to this
Assignment, including, but not limited to any indemnity obligations, shall be
governed by the provisions of the WEO Agreement, the Separation Agreement and
the exhibits thereto.





     4.     Miscellaneous.





     4.1. Attorneys Fees. In the event of any dispute, including, but not
limited to, an action at law or in equity, as to the enforcement or
interpretation of the terms of this Agreement, the prevailing party shall be
entitled, in addition to all expenses, costs or damages awarded by a court of
competent jurisdiction and to any other relief to which such party may be
entitled, to reasonable attorneys’ fees, whether or not such controversy was
litigated or prosecuted to judgment; provided, however, that for any dispute
involving WEO (a) and any EOP Party where WEO is the non-prevailing party,
Wilson shall be responsible for (i) all attorneys fees, court costs and
experts expenses of WEO, and (ii) any obligation of WEO to make a payment to
any prevailing party for their attorney’s fees and costs, and (b) and any
Wilson Party where WEO is the non-prevailing party, EOP shall be responsible
for the expenses in (i) and (ii). Except as otherwise set forth in the
preceding sentence, each of the parties hereto shall be responsible for any and
all costs and expenses (including the fees and expenses of its attorneys,
advisors and consultants) it may incur in connection with this Assignment and
neither WEO nor any Subsidiary (as defined in the WEO Agreement) thereof shall
incur any such costs or expenses.





     4.2. Individuals Signing. Each of the individuals executing this
Assignment
on behalf of the parties hereto individually represents and warrants that he or
she has been authorized to do so on behalf of such party and has the power to
bind such party.





     4.3. Further Assurances. The parties hereby agree to execute such other
documents and perform such other acts as may be necessary or desirable to carry
out the purposes of this Assignment, whether before or after the Closing Date.





     4.4. Counterparts. This Assignment may be signed in any number of
counterparts with the same effect as if the signatures to each counterpart
were upon a single instrument, and is intended to be binding when all parties
have delivered their signatures to the other parties. All counterparts shall
be deemed an original of this Assignment.





     4.5. Governing Law. This Assignment is entered into and shall be governed
by and construed in accordance with the laws of the State of California
(without giving effect to its choice of law principles).





     4.6. Successors and Assigns. This Assignment shall be binding upon,
inure to the benefit of, and be enforceable by the parties hereto and their
respective heirs, devisees, executors, administrators, legal representatives,
successors and assigns.






	 
	[SIGNATURES ON NEXT TWO PAGES]





2







 


          IN WITNESS WHEREOF, this Assignment has been
duly executed and delivered by the parties hereto as of the date set forth above.

	 	 	 	 	 	 	 	 	 	 
	 	 	
WEO:

	 	 	 	 	 	 	 	 	 
	 	 	
WILSON/EQUITY OFFICE, LLC, a Delaware

limited liability company


	 	 	 	 	 	 	 	 	 
	 	 	
By:
	 	Wilson Investors — California, LLC, a

Delaware limited liability company,

its Manager
	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	 
Tom Sullivan, its Manager

	 
	 	 	
WILSON — LARKSPUR REALTY PARTNERS,
LLC, a Delaware limited liability company


	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Wilson
Investors — California, LLC, a

Delaware limited liability company,

its Manager


	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	 
Tom Sullivan, its Manager






3