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EXHIBIT 10.15
WAIVER AGREEMENT
This Waiver Agreement (this "Agreement") dated as of June 30, 1996 by
and between Centex Real Estate Corporation ("CREC") and 3333 Development
Corporation ("3333 Development").
WHEREAS, 3333 Development is the general partner and CREC is the
limited partner of Centex Development Company, L.P. ("CDC"). The Amended and
Restated Agreement of Limited Partnership of CDC (the "Partnership Agreement")
provides, among other things, that CREC is collectively entitled to receive from
CDC an amount equal to 9% per annum cumulative preferred return (the "Preferred
Return") on the outstanding difference from time to time between $76 million
(the value of the properties initially contributed to CDC by CREC and its
predecessors in interest) (the "Capital Contribution") and the aggregate cash
distributions previously received by CREC and its predecessors with respect
thereto, payments to return the Capital Contributions, and a reduction in the
Unrecovered Capital in the Partnership which was done in conjunction with the
extension of the detachment date in July 1995.
WHEREAS, the Partnership Agreement provides that all payments by CDC to
the Limited Partner shall first be applied to the payment of the Preferred
Return; and
WHEREAS, CREC has agreed to apply payment from CDC as a reduction to
the Capital Contribution rather than to Preferred Return;
NOW, THEREFORE, for and in consideration of the premises and other good
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. The $1.5 million payment made by CDC to CREC on June 30, 1996,
shall be applied to reduce the Capital Contribution by that
amount. From and after the effective date of such payment, the
calculation of Preferred Return payable by CDC shall reflect
such reduction in the Capital Contribution.
2. The Partnership Agreement is hereby amended to reflect the
foregoing waiver. Except as specifically modified hereby, all
terms, provisions and conditions of the Partnership Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto hereby execute and deliver this
agreement as of the date first written above.
CENTEX REAL ESTATE CORPORATION 3333 DEVELOPMENT CORPORATION
By: /s/ XXXXXXX X. XXXXXX By: /s/ XXXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx
Title: President Title: Vice President
CENTEX DEVELOPMENT COMPANY, L.P.
By: 3333 Development Company, General Partner
By: /s/ XXXXXXXX X. XXXXXX
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Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
