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Post-Closing Agreement
Post-Closing Agreement (11K)
Doc #197055: Click preview link for longer preview.
POST-CLOSING AGREEMENT
THIS POST-CLOSING AGREEMENT (this "Agreement") is made as of the 31 day of
October, 2003, by INLAND PARK PLACE LIMITED PARTNERSHIP, an Illinois limited
partnership, having its principal place of business at 2901 Butterfield Road,
Oak Brook, Illinois 60523 ("Borrower"), to BEAR STEARNS COMMERCIAL MORTGAGE,
INC., a New York corporation, having an address at 383 Madison Avenue, New York,
New York 10179 ("Lender").
RECITALS:
A. Borrower by its promissory note of even date herewith given to Lender
(the note together with all extensions, renewals, modifications, substitutions
and amendments thereof shall collectively be referred to as the "Note") is
indebted to Lender in the principal sum of THIRTEEN MILLION ONE HUNDRED TWENTY
SEVEN THOUSAND AND No/100 DOLLARS ($13,127,000.00) advanced pursuant to the Loan
Agreement of even date herewith between Borrower and Lender (together with all
extensions, renewals, modifications, substitutions and amendments thereof, the
"Loan Agreement"), in lawful money of the United States of America, with
interest from the date thereof at the rates set forth in the Note (the
indebtedness evidenced by the Note, together with such interest accrued thereon,
shall collectively be referred to as the "Loan"), principal and interest to be
payable in accordance with the terms and conditions provided in the Note.
B. The Loan is secured by, among other things, a Deed of Trust and
Security Agreement (the "Security Instrument"), dated as of the date hereof,
which grants Lender a first lien on the property encumbered thereby (the
"Property"). All and any of the documents other than the Note, the Security
Instrument and this Agreement now or hereafter executed by Borrower and/or
others and by or in favor of Lender, which wholly or partially secure or
guarantee payment of the Note are referred to as the "Other Security Documents."
C. Lender was unwilling to make the Loan to Borrower unless Borrower
agreed to timely perform the matters set forth herein.
AGREEMENT:
For good and valuable consideration the parties hereto agree as follows:
1. POST-CLOSING OBLIGATIONS. Borrower covenants and agrees to deliver to
Lender:
(a) within sixty (60) days of the date hereof, an original estoppel
letter executed by Michaels Stores, Inc. that does not contain an alleged
potential default for a roof leak, and is otherwise in form and substance
satisfactory to Lender in its reasonable discretion; and
(b) within thirty (30) days of the date hereof, seven (7) copies of a
revised survey of the Property, certified to Lender and its successors and
assigns and otherwise in form and substance acceptable to Lender.
197055
|
Bear Stearns
As referenced in this Post-Closing Agreement:
BEAR STEARNS COMMERCIAL MORTGAGE, – PLACE LIMITED PARTNERSHIP, an Illinois limited
partnership, having its principal place of business at 2901 Butterfield Road,
Oak Brook, Illinois 60523 ("Borrower"), to BEAR STEARNS COMMERCIAL MORTGAGE,
INC., a New York corporation, having an address at 383 Madison Avenue, New York,
New York 10179 ("Lender").
RECITALS:
A. Borrower by
_____________
BEAR STEARNS COMMERCIAL
MORTGAGE, – general partner
By: Inland American Centers, Inc., its
sole member
By: /s/ Karen M. Kautz
-----------------------
Name: Karen M. Kautz
Title: Vice President
LENDER:
BEAR STEARNS COMMERCIAL
MORTGAGE, INC., a New York corporation
By:
---------------------------------------
Michael A. Forastiere
Managing Director
</TEXT>
</DOCUMENT>
_____________
dt 157512
;
Michaels Stores
As referenced in this Post-Closing Agreement:
Michaels Stores, Inc. – agree as follows:
1. POST-CLOSING OBLIGATIONS. Borrower covenants and agrees to deliver to
Lender:
(a) within sixty (60) days of the date hereof, an original estoppel
letter executed by Michaels Stores, Inc. that does not contain an alleged
potential default for a roof leak, and is otherwise in form and substance
satisfactory to Lender in its reasonable discretion; and
(b) within
_____________
dt 1445466
;
|
Michaels Stores
As referenced in this Post-Closing Agreement:
Michaels Stores, Inc. – agree as follows:
1. POST-CLOSING OBLIGATIONS. Borrower covenants and agrees to deliver to
Lender:
(a) within sixty (60) days of the date hereof, an original estoppel
letter executed by Michaels Stores, Inc. that does not contain an alleged
potential default for a roof leak, and is otherwise in form and substance
satisfactory to Lender in its reasonable discretion; and
(b) within
_____________
dt 1509892
;
 Bear Stearns
As referenced in this Post-Closing Agreement:
BEAR STEARNS COMMERCIAL MORTGAGE, – PLACE LIMITED PARTNERSHIP, an Illinois limited
partnership, having its principal place of business at 2901 Butterfield Road,
Oak Brook, Illinois 60523 ("Borrower"), to BEAR STEARNS COMMERCIAL MORTGAGE,
INC., a New York corporation, having an address at 383 Madison Avenue, New York,
New York 10179 ("Lender").
RECITALS:
A. Borrower by
_____________
BEAR STEARNS COMMERCIAL
MORTGAGE, – general partner
By: Inland American Centers, Inc., its
sole member
By: /s/ Karen M. Kautz
-----------------------
Name: Karen M. Kautz
Title: Vice President
LENDER:
BEAR STEARNS COMMERCIAL
MORTGAGE, INC., a New York corporation
By:
---------------------------------------
Michael A. Forastiere
Managing Director
</TEXT>
</DOCUMENT>
_____________
dt 157512
;
Inland Park Place Limited Partnership
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Post-Closing Agreement
Post-Closing Agreement (12K)
Doc #197077: Click preview link for longer preview.
POST-CLOSING AGREEMENT
THIS POST-CLOSING AGREEMENT (this "Agreement") is made as of the
______ day of January, 2004, by INLAND WESTERN HICKORY-CATAWBA, L.L.C., a
Delaware limited liability company, having its principal place of business at
2901 Butterfield Road, Oak Brook, Illinois 60523 ("Borrower"), to BEAR STEARNS
COMMERCIAL MORTGAGE, INC., a New York corporation, having an address at 383
Madison Avenue, New York, New York 10179 ("Lender").
RECITALS:
A. Borrower by its promissory note of even date herewith given to
Lender (the note together with all extensions, renewals, modifications,
substitutions and amendments thereof shall collectively be referred to as the
"Note") is indebted to Lender in the principal sum of TWENTY THREE MILLION SIX
HUNDRED FIFTY THOUSAND AND No/100 DOLLARS ($23,650,000.00) advanced pursuant to
the Loan Agreement of even date herewith between Borrower and Lender (together
with all extensions, renewals, modifications, substitutions and amendments
thereof, the "Loan Agreement"), in lawful money of the United States of America,
with interest from the date thereof at the rates set forth in the Note (the
indebtedness evidenced by the Note, together with such interest accrued thereon,
shall collectively be referred to as the "Loan"), principal and interest to be
payable in accordance with the terms and conditions provided in the Note.
B. The Loan is secured by, among other things, a Deed of Trust,
Assignment of Leases and Rents, Security Agreement and Fixture Filing (the
"Security Instrument"), dated as of the date hereof, which grants Lender a first
lien on the property encumbered thereby (the "Property"). All and any of the
documents other than the Note, the Security Instrument and this Agreement now or
hereafter executed by Borrower and/or others and by or in favor of Lender, which
wholly or partially secure or guarantee payment of the Note are referred to as
the "Other Security Documents."
C. Lender was unwilling to make the Loan to Borrower unless Borrower
agreed to timely perform the matters set forth herein.
AGREEMENT:
For good and valuable consideration the parties hereto agree as
follows:
1. POST-CLOSING OBLIGATIONS.
(a) Borrower covenants and agrees to use commercially reasonable
efforts to deliver to Lender within sixty (60) days of the date hereof, an
original estoppel letter executed by Kohl's Department Stores, Inc. which does
not contain an alleged potential default based on a roof leak and peeling paint
on the exterior of the building, and is otherwise in form and substance
satisfactory to Lender in its reasonable discretion;
197077
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Bear Stearns
As referenced in this Post-Closing Agreement:
BEAR STEARNS
COMMERCIAL MORTGAGE, – L.C., a
Delaware limited liability company, having its principal place of business at
2901 Butterfield Road, Oak Brook, Illinois 60523 ("Borrower"), to BEAR STEARNS
COMMERCIAL MORTGAGE, INC., a New York corporation, having an address at 383
Madison Avenue, New York, New York 10179 ("Lender").
RECITALS:
A. Borrower by
_____________
BEAR STEARNS COMMERCIAL
MORTGAGE, – Western Retail Real Estate Trust,
Inc., a Maryland corporation, its sole
member
By: /s/ Valerie Medina
------------------------------------
Name: Valerie Medina
Title: Asst. Secretary
LENDER:
BEAR STEARNS COMMERCIAL
MORTGAGE, INC., a New York corporation
By:
----------------------------------------
Name:
Managing Director
</TEXT>
</DOCUMENT>
_____________
dt 157514
;
Dick's Sporting
As referenced in this Post-Closing Agreement:
Dick's Sporting
Goods, Inc. – agrees to use commercially reasonable
efforts to deliver to Lender within thirty (30) days of the date hereof, a copy
of the sublease between Hickory Ridge Land Development, LLC and Dick's Sporting
Goods, Inc. ; and
(e) Borrower covenants and agrees to deliver to Lender within
thirty (30) days of the date hereof, an original Tenant Direction Letter (as
defined in the Loan Agreement)
_____________
dt 1542309
;
Dick's Sporting
As referenced in this Post-Closing Agreement:
Dick's Sporting
Goods, Inc. – agrees to use commercially reasonable
efforts to deliver to Lender within thirty (30) days of the date hereof, a copy
of the sublease between Hickory Ridge Land Development, LLC and Dick's Sporting
Goods, Inc. ; and
(e) Borrower covenants and agrees to deliver to Lender within
thirty (30) days of the date hereof, an original Tenant Direction Letter (as
defined in the Loan Agreement)
_____________
dt 1320651
;
|
Inland Western
As referenced in this Post-Closing Agreement:
Inland Western Retail Real Estate Trust, – as of
the date and year first written above.
BORROWER:
INLAND WESTERN HICKORY-CATAWBA,
L.L.C., a Delaware limited liability company
By: Inland Western Retail Real Estate Trust,
Inc., a Maryland corporation, its sole
member
By: /s/ Valerie Medina
------------------------------------
Name: Valerie Medina
Title: Asst. Secretary
LENDER:
BEAR STEARNS COMMERCIAL
MORTGAGE,
_____________
dt 220415
;
Bear Stearns
As referenced in this Post-Closing Agreement:
BEAR STEARNS
COMMERCIAL MORTGAGE, – L.C., a
Delaware limited liability company, having its principal place of business at
2901 Butterfield Road, Oak Brook, Illinois 60523 ("Borrower"), to BEAR STEARNS
COMMERCIAL MORTGAGE, INC., a New York corporation, having an address at 383
Madison Avenue, New York, New York 10179 ("Lender").
RECITALS:
A. Borrower by
_____________
BEAR STEARNS COMMERCIAL
MORTGAGE, – Western Retail Real Estate Trust,
Inc., a Maryland corporation, its sole
member
By: /s/ Valerie Medina
------------------------------------
Name: Valerie Medina
Title: Asst. Secretary
LENDER:
BEAR STEARNS COMMERCIAL
MORTGAGE, INC., a New York corporation
By:
----------------------------------------
Name:
Managing Director
</TEXT>
</DOCUMENT>
_____________
dt 157514
;
More... |
| Full Doc
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Post-Closing Agreement
Post-Closing Agreement (10K)
Doc #250416: This document is immediately available for purchase, but does not have a preview available for viewing.
POST-CLOSING AGREEMENT
THIS POST-CLOSING AGREEMENT (this "Agreement") is made as of the ___ day
of_______ 2004, by INLAND WESTERN EULESS LIMITED PARTNERSHIP, an Illinois
limited partnership, having an office at 2901 Butterfield Road, Oak Brook,
Illinois 60523 having its principal place of business ("Borrower"), to BEAR
STEARNS COMMERCIAL MORTGAGE, INC., a New York corporation, having an address at
383 Madison Avenue, New York, New York 10179 ("Lender").
RECITALS:
A. Borrower by its promissory note of even date herewith given to
Lender (the note together with all extensions, renewals, modifications,
substitutions and amendments thereof shall collectively be referred to as the
"Note") is indebted to Lender in the principal sum of $8,950,000.00 in lawful
money of the United States of America, with interest from the date thereof at
the rates set forth in the Note (the indebtedness evidenced by the Note,
together with such interest accrued thereon, shall collectively be referred to
as the "Loan"), principal and interest to be payable in accordance with the
terms and conditions provided in the Note.
B. The Loan is secured by, among other things, a Deed of Trust and
Security Agreement (the "Security Instrument"), dated as of the date hereof,
which grants Lender a first lien on the property encumbered thereby (the
"Property"). All and any of the documents other than the Note, the Security
Instrument and this Agreement now or hereafter executed by Borrower and/or
others and by or in favor of Lender, which wholly or partially secure or
guarantee payment of the Note are referred to as the "Other Security Documents."
C. Lender was unwilling to make the Loan to Borrower unless Borrower
agreed to timely perform the matters set forth herein.
AGREEMENT:
For good and valuable consideration the parties hereto agree as follows:
1. POST-CLOSING OBLIGATIONS. Borrower covenants and agrees to provide
to Lender evidence satisfactory to Lender in its sole and absolute discretion
that it has accomplished each of the tasks identified on EXHIBIT A attached
hereto and incorporated by reference herein.
2. GOVERNING LAW. This Agreement shall be deemed to be a contract
entered into pursuant to the laws of the State of New York and shall in all
respects be governed, construed, applied and enforced in accordance with the
laws of the State of New York.
3. NOTICES. All notices or other written communications to Borrower or
Lender hereunder shall be deemed to have been properly given (i) upon delivery,
if delivered in person with receipt acknowledged by the recipient thereof, (ii)
one (1) Business Day (hereinafter defined) after having been deposited for
overnight delivery with any reputable overnight courier service, or (iii) three
(3) Business Days after having been deposited in any post office or mail
depository regularly maintained by the U.S. Postal Service and sent by
registered or certified
{Page}
mail, postage prepaid, return receipt requested, addressed to Borrower or Lender
at their addresses set forth in the Security Instrument or addressed as such
party may from time to time designate by written notice to the other parties.
For purposes of this Agreement, the term "Business Day" shall mean any day other
than Saturday, Sunday or any other day on which banks are required or authorized
250416
|
Bear Stearns
As referenced in this Post-Closing Agreement:
BEAR
STEARNS COMMERCIAL MORTGAGE, – an Illinois
limited partnership, having an office at 2901 Butterfield Road, Oak Brook,
Illinois 60523 having its principal place of business ("Borrower"), to BEAR
STEARNS COMMERCIAL MORTGAGE, INC., a New York corporation, having an address at
383 Madison Avenue, New York, New York 10179 ("Lender").
RECITALS:
A. Borrower by
_____________
dt 157540
;
Inland Western
As referenced in this Post-Closing Agreement:
Inland Western Retail Real Estate Trust, – PARTNERSHIP,
an Illinois limited partnership
By: Inland Western Euless GP, L.L.C., a
Delaware limited liability company,
its sole general partner
By: Inland Western Retail Real Estate Trust,
Inc., a Maryland corporation, its sole
member
By: /s/ Debra A. Palmer
-------------------
Name: Debra A. Palmer
Title: Asst. Secretary
{Page}
EXHIBIT A
_____________
dt 220504
;
|
Bear Stearns
As referenced in this Post-Closing Agreement:
BEAR
STEARNS COMMERCIAL MORTGAGE, – an Illinois
limited partnership, having an office at 2901 Butterfield Road, Oak Brook,
Illinois 60523 having its principal place of business ("Borrower"), to BEAR
STEARNS COMMERCIAL MORTGAGE, INC., a New York corporation, having an address at
383 Madison Avenue, New York, New York 10179 ("Lender").
RECITALS:
A. Borrower by
_____________
dt 157540
|
| Preview
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Post Closing Agreement
Post Closing Agreement (18K)
Doc #250422: Click preview link for longer preview.
Post Closing Agreement
This Agreement made 3rd day of March, 2004 between Kimco Barclay Crossing,
L.P. ("Kimco") and Inland Western Glendale, L.L.C. ("Inland")
Recites
A. Pursuant to the Agreement of Sale, dated January 2004, as amended
Kimco is selling and transferring to Inland the Property described on Exhibit A.
B. Kimco is a party [as successor by Assignment and Assumption dated
January 2004, between Kimco and Barclay Holdings XVI, L.L.C., ("Barclay")] to
that . . .
250422
| |
Target
As referenced in this Post Closing Agreement:
Target Corp – exclusive easement for ingress, egress, utilities, signage, parking and
other purposes, as created and set forth in the Operation and Easement Agreement
between Target Corp oration, a Minnesota corporation and Barclay Holdings XVII,
L.L.C., an Arizona limited liability company, recorded December 14, 2000, in
Recording No.
_____________
dt 151876
;
Target
As referenced in this Post Closing Agreement:
Target Corp – exclusive easement for ingress, egress, utilities, signage, parking and
other purposes, as created and set forth in the Operation and Easement Agreement
between Target Corp oration, a Minnesota corporation and Barclay Holdings XVII,
L.L.C., an Arizona limited liability company, recorded December 14, 2000, in
Recording No.
_____________
dt 151876
|
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Post Closing Agreement
Post Closing Agreement (10K)
Doc #250439: Click preview link for longer preview.
POST CLOSING AGREEMENT
THIS POST CLOSING AGREEMENT (this Agreement@) is made and entered into as
of the 28th day of April, 2004, by and between INLAND WESTERN SAN ANTONIO
MILITARY DRIVE LIMITED PARTNERSHIP, an Illinois limited partnership
("Purchaser"), and XXL ONE, LTD., a Texas limited partnership ("Seller"), in
connection with the acquisition by Purchaser of that certain property commonly
known as Alison's Corner Shopping Center, San Antonio, Texas (the AProperty@).
WHEREAS, Purchaser is acquiring the Property from Seller (the
"Transaction").
WHEREAS, in order to proceed with and consummate such acquisition and as a
condition to closing the Transaction, Purchaser requires that Seller agree to
the obligations set forth below, which are to be performed after such closing.
NOW, THEREFORE, for good and valuable consideration including the mutual
promises contained herein, the parties hereto agree as follows:
1. WARRANTIES. Seller's right, title and interest in, to and under the
warranties set forth on Exhibit A attached hereto and made a part hereof
(individually, a "Warranty", and collectively, the "Warranties") were not
assigned to Purchaser at the closing of the Transaction because such Warranties
may not be assigned or transferred without the prior consent of the Warranty
issuer. From and after the date of this Agreement, Seller shall use its best
efforts to obtain the aforementioned consents (upon the receipt of which Seller
shall assign such Warranty to Purchaser) or have the Warranties reissued in the
name of Purchaser. Seller shall be responsible for the payment of any and all
fees and costs in connection with obtaining any such consents or the reissuance
of any of the Warranties. Seller shall, until the first to occur of (i) the
expiration of an applicable Warranty and (ii) the date that the applicable
Warranty is assigned to Purchaser (with any and all required consents) or
reissued in the name of Purchaser, cooperate with Purchaser, at no cost to
Seller, with respect to the enforcement of the terms and provisions of, and any
and all claims under, any Warranty.
2. FURTHER ASSURANCES. Seller and Purchaser agree to cooperate with each
other following the closing to confirm any matter and execute any document
reasonably required by the other party in furthering of the closing.
250439
|
Inland Western
As referenced in this Post Closing Agreement:
INLAND WESTERN RETAIL REAL ESTATE TRUST, – MILITARY
DRIVE LIMITED PARTNERSHIP, an Illinois limited
partnership
By: INLAND WESTERN SAN ANTONIO MILITARY DRIVE GP,
L.L.C., its General Partner
By: INLAND WESTERN RETAIL REAL ESTATE TRUST,
INC., its Sole Member
By:
--------------------------------
Name:
-------------------------
Its:
--------------------------
3
{Page}
IN WITNESS WHEREOF, the parties have executed this Post Closing and
Indemnity Agreement
_____________
INLAND WESTERN RETAIL REAL ESTATE TRUST, – MILITARY
DRIVE LIMITED PARTNERSHIP, an Illinois limited
partnership
By: INLAND WESTERN SAN ANTONIO MILITARY DRIVE GP,
L.L.C., its General Partner
By: INLAND WESTERN RETAIL REAL ESTATE TRUST,
INC., its Sole Member
By: /s/ Valerie Medina
--------------------------------
Name: Valerie Medina
-------------------------
Its: Asst Secretary
--------------------------
3
{Page}
EXHIBIT A
WARRANTIES
{Table}
{Caption}
WARRANTY
_____________
dt 220517
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| Full Doc
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Post-Closing Agreement
Post-Closing Agreement (11K)
Doc #250444: This document is immediately available for purchase, but does not have a preview available for viewing.
POST-CLOSING AGREEMENT
THIS POST-CLOSING AGREEMENT (this "Agreement") is made as of the 10th day
of May, 2004, by INLAND WESTERN SAN ANTONIO MILITARY DRIVE LIMITED PARTNERSHIP,
an Illinois limited partnership, having its principal place of business at 2901
Butterfield Road, Oak Brook, Illinois 60523 ("Borrower"), to COMMERCIAL LENDING
LLC, a Delaware limited liability company, having an address at 383 Madison
Avenue, New York, New York 10179 ("Lender"),
RECITALS:
A. Borrower by its promissory note of even date herewith given to Lender
(the note together with all extensions, renewals, modifications, substitutions
and amendments thereof shall collectively be referred to as the "Note") is
indebted to Lender in the principal sum of Three Million Eight Hundred Fifty
Thousand and No/100 Dollars ($3,850,000.00) advanced pursuant to the Loan
Agreement of even date herewith between Borrower and Lender (together with all
extensions, renewals, modifications, substitutions and amendments thereof, the
"Loan Agreement"), in lawful money of the United States of America, with
interest from the date thereof at the rates set forth in the Note (the
indebtedness evidenced by the Note, together with such interest accrued thereon,
shall collectively be referred to as the "Loan"), principal and interest to be
payable in accordance with the terms and conditions provided in the Note.
B. The Loan is secured by, among other things, a Deed of Trust and
Security Agreement (the "Security Instrument"), dated as of the date hereof,
which grants Lender a first lien on the property encumbered thereby (the
"Property"). All and any of the documents other than the Note, the Security
Instrument and this Agreement now or hereafter executed by Borrower and/or
others and by or in favor of Lender, which wholly or partially secure or
guarantee payment of the Note are referred to as the "Other Security Documents."
C. Lender was unwilling to make the Loan to Borrower unless Borrower
agreed to timely perform the matters set forth herein.
AGREEMENT:
For good and valuable consideration the parties hereto agree as follows:
1. POST-CLOSING OBLIGATIONS. Borrower covenants and agrees to use its
best efforts to deliver to Lender within thirty (30) days of the date hereof,
original Subordination Non-Disturbance and Attornment agreements, in form and
substance satisfactory to Lender in its reasonable discretion, from the
following tenants: DOTS, LLC and Ross Stores Texas, L.P.
2. GOVERNING LAW. This Agreement shall be deemed to be a contract
entered into pursuant to the laws of the State where the Property is located and
shall in all respects be governed, construed, applied and enforced in accordance
with the laws of the State where the Property is located.
{Page}
3. NOTICES. All notices or other written communications to Borrower or
Lender hereunder shall be deemed to have been properly given (i) upon delivery,
if delivered in person with receipt acknowledged by the recipient thereof, (ii)
one (1) Business Day (hereinafter defined) after having been deposited for
overnight delivery with any reputable overnight courier service, or (iii) three
(3) Business Days after having been deposited in any post office or mail
depository regularly maintained by the U.S. Postal Service and sent by
registered or certified mail, postage prepaid, return receipt requested,
addressed to Borrower or Lender at their addresses set forth in the Security
Instrument or addressed as such party may from time to time designate by written
notice to the other parties. For purposes of this Agreement, the term "Business
Day" shall mean any day other than Saturday, Sunday or any other day on which
banks are required or authorized to close in New York, New York.
Either party by notice to the other may designate additional or different
addresses for subsequent notices or communications.
4. NO ORAL CHANGE. This Agreement, and any provisions hereof, may not be
modified, amended, waived, extended, changed, discharged or terminated orally or
by any act or failure to act on the part of Borrower or Lender, but only by an
agreement in writing signed by the party against whom enforcement of any
modification, amendment, waiver, extension, change, discharge or termination is
sought.
5. LIABILITY. If Borrower consists of more than one person, the
obligations and liabilities of each such person hereunder shall be joint and
several. This Agreement shall be binding upon and inure to the benefit of
Borrower and Lender and their respective successors and assigns forever.
6. INAPPLICABLE PROVISIONS. If any term, covenant or condition of this
Agreement is held to be invalid, illegal or unenforceable in any respect, this
Agreement shall be construed without such provision.
7. HEADINGS, ETC. The headings and captions of various paragraphs of
this Agreement are for convenience of reference only and are not to be construed
as defining or limiting, in any way, the scope or intent of the provisions
hereof.
8. DUPLICATE ORIGINALS; COUNTERPARTS. This Agreement may be executed in
any number of duplicate originals and each duplicate original shall be deemed to
be an original. This Agreement may be executed in several counterparts, each of
which counterparts shall be deemed an original instrument and all of which
together shall constitute a single Assignment. The failure of any party hereto
to execute this Agreement, or any counterpart hereof, shall not relieve the
other signatories from their obligations hereunder.
9. NUMBER AND GENDER. Whenever the context may require, any pronouns
used herein shall include the corresponding masculine, feminine or neuter forms,
and the singular form of nouns and pronouns shall include the plural and vice
versa.
10. SECONDARY MARKET/SERVICING. Lender may, at any time, sell, transfer
or assign this Agreement, the Note, the Security Instrument and the Other
Security Documents, and any or all servicing rights with respect thereto, or
grant participations therein or issue mortgage
2
{Page}
passthrough certificates or other securities evidencing a beneficial interest in
a rated or unrated public offering or private placement (the "Securities").
Lender may forward to each purchaser, transferee, assignee, servicer,
participant, investor in such Securities or any Rating Agency rating such
Securities (collectively, the "Investor") and each prospective Investor, all
documents and information which Lender now has or may hereafter acquire relating
to the Debt and to Borrower and the Property, whether furnished by Borrower or
otherwise, as Lender determines necessary or desirable. Borrower agrees to
cooperate with Lender in connection with any transfer made or any Securities
created pursuant to the Security Instrument, including, without limitation, the
delivery of an estoppel certificate in accordance therewith, and such other
documents as may be reasonably requested by Lender. Borrower shall also furnish
and Borrower consents to Lender furnishing to such Investors or such prospective
Investors any and all information concerning the Property, the Leases, the
financial condition of Borrower as may be requested by Lender, any Investor or
any prospective Investor in connection with any sale, transfer or participation
interest. Lender may retain or assign responsibility for servicing the Loan,
including the Note, the Security Instrument, this Agreement and the Other
Security Documents, or may delegate some or all of such responsibility and/or
obligations to a servicer including, but not limited to, any subservicer or
master servicer. Lender may make such assignment or delegation on behalf of the
250444
|
Inland Western
As referenced in this Post-Closing Agreement:
INLAND WESTERN RETAIL REAL ESTATE
TRUST, – Illinois limited partnership,
By: INLAND WESTERN SAN ANTONIO MILITARY
DRIVE GP, L.L.C., a Delaware limited
liability company, its general partner
By: INLAND WESTERN RETAIL REAL ESTATE
TRUST, INC., a Maryland corporation,
its sole member
By:
--------------------------
Name:
------------------------
Its:
-------------------------
LENDER:
COMMERCIAL LENDING LLC, a Delaware
limited liability company
By:
-----------------------------------
Joseph Stark
_____________
dt 220521
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| Preview
Full Doc
| 2004 |
Post Closing Agreement
Post Closing Agreement (19K)
Doc #250446: Click preview link for longer preview.
POST CLOSING AGREEMENT
THIS POST CLOSING AGREEMENT (this "Agreement") is made and entered into as
of the day _____ of April, 2004, by and between INLAND WESTERN CHARLESTON NORTH
RIVERS, L.L.C., a Delaware limited liability company ("Purchaser"), and SEMBLER
FAMILY PARTNERSHIP #26, LTD., a Florida limited partnership ("Seller"), in
connection with the acquisition by Purchaser of that certain property commonly
known as North Rivers Shopping Center, Charleston, South Carolina (the
"Property").
WHEREAS, Purchaser is inquiring the Property from Seller (the
"Transaction").
WHEREAS, in order to proceed with and consummate such acquisition and as a
condition to closing the Transaction, Purchaser requires that Seller agree to
the obligations set forth below, which are to be performed after such closing.
NOW, THEREFORE, for good and valuable consideration including the mutual
promises contained herein, the parties hereto agree as follows:
1. WARRANTIES. Seller's right, title and interest in, to and under the
warranties set forth on Exhibit A attached hereto and nude a part hereof
(individually, a "Warranty", and collectively, the "Warranties") were not
assigned to Purchaser at the closing of the Transaction because such Warranties
may not be assigned or transferred without the prior consent of the Warranty
issuer. From and after the date of this Agreement, Seller shall use commercially
reasonable efforts to obtain the aforementioned consents (upon the receipt of
which Seller shall assign such Warranty to Purchaser) or have the Warranties
reissued in the name of Purchaser. Seller shall be responsible for the payment
of any and all fees and costs in connection with obtaining any such consents or
the re-issuance of any of the Warranties. Seller shall, until the first to occur
of (i) the expiration of an applicable Warranty and (ii) the date that the
applicable Warranty is assigned to Purchaser (with any and all required
consents) or reissued in the name of Purchaser, cooperate with Purchaser, at no
cost to Seller, with respect to the enforcement of the terms and provisions of,
and any and all claims under, any Warranty.
2. SEWER EXTENSION CONTRACT. Seller is a party to that certain Contract
dated June 16, 2003 (the "Extension Contract"), by and among, Seller, the North
Charleston Sewer District (the "District") and Target Corporation ("Target").
Purchaser requires that all of Seller's right, title and interest in, to and
under the Extension Contract be assigned to Purchaser. However, the Extension
Contract provides that no party thereto may assign the Extension, Contract or
any right thereunder without the prior written consent of the other parties to
the Extension Contract. Accordingly, from and after the date of this Agreement,
250446
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Bed Bath
As referenced in this Post Closing Agreement:
Bed, Bath & Beyond, Inc. – s prior approval, which shall not be unreasonably withheld, Seller
will agree in writing (and Purchaser will execute said agreement as "Landlord"
upon request) with Ross Stores, Inc. ("Ross"), and Bed, Bath & Beyond, Inc.
("BBB") concerning the annual Minimum Rent (as defined in the respective leases)
payable by Ross and BBB (the "Adjusted Rent"). To the extent that such Adjusted
Rent is lower
_____________
dt 1508205
;
Bed Bath
As referenced in this Post Closing Agreement:
Bed, Bath & Beyond, Inc. – s prior approval, which shall not be unreasonably withheld, Seller
will agree in writing (and Purchaser will execute said agreement as "Landlord"
upon request) with Ross Stores, Inc. ("Ross"), and Bed, Bath & Beyond, Inc.
("BBB") concerning the annual Minimum Rent (as defined in the respective leases)
payable by Ross and BBB (the "Adjusted Rent"). To the extent that such Adjusted
Rent is lower
_____________
dt 1508213
;
Inland Western
As referenced in this Post Closing Agreement:
INLAND WESTERN RETAIL REAL ESTATE TRUST, – By: /s/ Gregory S. Sembler
---------------------------------
Name: Gregory S. Sembler
-------------------------
Its: Sr. Vice President
--------------------------
PURCHASER:
INLAND WESTERN CHARLESTON NORTH RIVERS, L.L.C.
By: INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., its sole member
By:
---------------------------------
Name:
-------------------------
Its:
--------------------------
5
{Page}
EXHIBIT A
WARRANTIES
{Table}
{S} {C} {C} {C}
BUILDING B
Roof - Serial No.
_____________
dt 220523
;
|
Ross Stores
As referenced in this Post Closing Agreement:
Ross Stores, Inc – deliver to Purchaser copies of final,
unconditional certificates of occupancy relating to the spaces leased by the
following tenants at the Property: (a) Ross Stores, Inc .; (b) Leonard Golf, Inc.
(Pro Golf); (c) Carolina Eyes, Inc. (Pearl Vision); and (d) Palmetto Food Group
Charleston III, LLC (Just Fresh).
_____________
Ross Stores, Inc – approval, which shall not be unreasonably withheld, Seller
will agree in writing (and Purchaser will execute said agreement as "Landlord"
upon request) with Ross Stores, Inc . ("Ross"), and Bed, Bath & Beyond, Inc.
("BBB") concerning the annual Minimum Rent (as defined in the respective leases)
payable by Ross and
_____________
dt 508062
;
Target
As referenced in this Post Closing Agreement:
Target Corp – to that certain Contract
dated June 16, 2003 (the "Extension Contract"), by and among, Seller, the North
Charleston Sewer District (the "District") and Target Corp oration ("Target").
Purchaser requires that all of Seller's right, title and interest in, to and
under the Extension Contract be assigned to
_____________
dt 151877
;
Target
As referenced in this Post Closing Agreement:
Target Corp – to that certain Contract
dated June 16, 2003 (the "Extension Contract"), by and among, Seller, the North
Charleston Sewer District (the "District") and Target Corp oration ("Target").
Purchaser requires that all of Seller's right, title and interest in, to and
under the Extension Contract be assigned to
_____________
dt 151877
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| Full Doc
| 2004 |
Post-Closing Agreement
Post-Closing Agreement (11K)
Doc #250469: This document is immediately available for purchase, but does not have a preview available for viewing.
POST-CLOSING AGREEMENT
THIS POST-CLOSING AGREEMENT (this "Agreement") is made as of the 3rd day of
June, 2004, by INLAND WESTERN CHARLESTON NORTH RIVERS, L.L.C., a Illinois
Delaware limited liability company, having its principal place of business at
2901 Butterfield Road, Oak Brook, Illinois 60523 ("Borrower"), to BEAR STEARNS
COMMERCIAL MORTGAGE, INC., a New York corporation, having an address at 383
Madison Avenue, New York, New York 10179 ("Lender").
RECITALS:
A. Borrower by its promissory note of even date herewith given to
Lender (the note together with all extensions, renewals, modifications,
substitutions and amendments thereof shall collectively be referred to as the
"Note") is indebted to Lender in the principal sum of Eleven Million Fifty
Thousand and No/100 Dollars ($11,050,000.00) advanced pursuant to the Loan
Agreement of even date herewith between Borrower and Lender (together with all
extensions, renewals, modifications, substitutions and amendments thereof, the
"Loan Agreement"), in lawful money of the United States of America, with
interest from the date thereof at the rates set forth in the Note (the
indebtedness evidenced by the Note, together with such interest accrued thereon,
shall collectively be referred to as the "Loan"), principal and interest to be
payable in accordance with the terms and conditions provided in the Note.
B. The Loan is secured by, among other things, a Mortgage and Security
Agreement (the "Security Instrument"), dated as of the date hereof, which grants
Lender a first lien on the property encumbered thereby (the "Property"). All and
any of the documents other than the Note, the Security Instrument and this
Agreement now or hereafter executed by Borrower and/or others and by or in favor
of Lender, which wholly or partially secure or guarantee payment of the Note are
referred to as the "Other Security Documents."
C. Lender was unwilling to make the Loan to Borrower unless Borrower
agreed to timely perform the matters set forth herein.
AGREEMENT:
For good and valuable consideration the parties hereto agree as follows:
1. POST-CLOSING OBLIGATIONS. Borrower covenants and agrees to use its
best efforts to deliver to Lender within thirty (30) days of the date hereof,
the followine:
(a) original Subordination Non-Disturbance and Attornment
agreements, in form and substance satisfactory to Lender in its reasonable
discretion, from the following tenants: Office Depot and Ross Stores; and
(b) an ALTA/ACSM survey of the Property, in form and substance
satisfactory to Lender in its reasonable discretion.
{Page}
2. GOVERNING LAW. This Agreement shall be deemed to be a contract
entered into pursuant to the laws of the State where the Property is located and
shall in all respects be governed, construed, applied and enforced in accordance
with the laws of the State where the Property is located.
3. NOTICES. All notices or other written communications to Borrower or
Lender hereunder shall be deemed to have been properly given (i) upon delivery,
if delivered in person with receipt acknowledged by the recipient thereof, (ii)
one (1) Business Day (hereinafter defined) after having been deposited for
overnight delivery with any reputable overnight courier service, or (iii) three
(3) Business Days after having been deposited in any post office or mail
depository regularly maintained by the U.S. Postal Service and sent by
registered or certified mail, postage prepaid, return receipt requested,
addressed to Borrower or Lender at their addresses set forth in the Security
Instrument or addressed as such party may from time to time designate by written
notice to the other parties. For purposes of this Agreement, the term "Business
Day" shall mean any day other than Saturday, Sunday or any other day on which
banks are required or authorized to close in New York, New York.
Either party by notice to the other may designate additional or different
addresses for subsequent notices or communications.
4. NO ORAL CHANGE. This Agreement, and any provisions hereof, may not
be modified, amended, waived, extended, changed, discharged or terminated orally
or by any act or failure to act on the part of Borrower or Lender, but only by
an agreement in writing signed by the party against whom enforcement of any
modification, amendment, waiver, extension, change, discharge or termination is
sought.
5. LIABILITY. If Borrower consists of more than one person, the
obligations and liabilities of each such person hereunder shall be joint and
several. This Agreement shall be binding upon and inure to the benefit of
Borrower and Lender and their respective successors and assigns forever.
6. INAPPLICABLE PROVISIONS. If any term, covenant or condition of this
Agreement is held to be invalid, illegal or unenforceable in any respect, this
Agreement shall be construed without such provision.
7. HEADINGS, ETC. The headings and captions of various paragraphs of
this Agreement are for convenience of reference only and are not to be construed
as defining or limiting, in any way, the scope or intent of the provisions
hereof.
8. DUPLICATE ORIGINALS; COUNTERPARTS. This Agreement may be executed in
any number of duplicate originals and each duplicate original shall be deemed to
be an original. This Agreement may be executed in several counterparts, each of
which counterparts shall be deemed an original instrument and all of which
together shall constitute a single Assignment. The failure of any party hereto
to execute this Agreement, or any counterpart hereof, shall not relieve the
other signatories from their obligations hereunder.
2
{Page}
9. NUMBER AND GENDER. Whenever the context may require, any pronouns
used herein shall include the corresponding masculine, feminine or neuter forms,
and the singular form of nouns and pronouns shall include the plural and vice
versa.
10. SECONDARY MARKET/SERVICING. Lender may, at any time, sell, transfer
or assign this Agreement, the Note, the Security Instrument and the Other
Security Documents, and any or all servicing rights with respect thereto, or
grant participations therein or issue mortgage passthrough certificates or other
securities evidencing a beneficial interest in a rated or unrated public
offering or private placement (the "Securities"). Lender may forward to each
purchaser, transferee, assignee, servicer, participant, investor in such
Securities or any Rating Agency rating such Securities (collectively, the
"Investor") and each prospective Investor, all documents and information which
Lender now has or may hereafter acquire relating to the Debt and to Borrower and
the Property, whether furnished by Borrower or otherwise, as Lender determines
necessary or desirable. Borrower agrees to cooperate with Lender in connection
with any transfer made or any Securities created pursuant to the Security
Instrument, including, without limitation, the delivery of an estoppel
certificate in accordance therewith, and such other documents as may be
reasonably requested by Lender. Borrower shall also furnish and Borrower
consents to Lender furnishing to such Investors or such prospective Investors
any and all information concerning the Property, the Leases, the financial
condition of Borrower as may be requested by Lender, any Investor or any
prospective Investor in connection with any sale, transfer or participation
interest. Lender may retain or assign responsibility for servicing the Loan,
including the Note, the Security Instrument, this Agreement and the Other
250469
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Bear Stearns
As referenced in this Post-Closing Agreement:
BEAR STEARNS
COMMERCIAL MORTGAGE, – C., a Illinois
Delaware limited liability company, having its principal place of business at
2901 Butterfield Road, Oak Brook, Illinois 60523 ("Borrower"), to BEAR STEARNS
COMMERCIAL MORTGAGE, INC., a New York corporation, having an address at 383
Madison Avenue, New York, New York 10179 ("Lender").
RECITALS:
A. Borrower by
_____________
BEAR STEARNS COMMERCIAL
MORTGAGE, – WESTERN RETAIL REAL ESTATE TRUST,
INC., a Maryland corporation, its sole
member
By: /s/ Valerie Medina
--------------------------
Name: Valerie Medina
Title: Assistant Secretary
LENDER:
BEAR STEARNS COMMERCIAL
MORTGAGE, INC., a New York corporation
By:
--------------------------
Michael A. Forastiere
Managing Director
{/TEXT}
{/DOCUMENT}
_____________
dt 157547
;
Inland Western
As referenced in this Post-Closing Agreement:
INLAND WESTERN RETAIL REAL ESTATE TRUST, – of
the date and year first written above.
BORROWER:
INLAND WESTERN CHARLESTON NORTH
RIVERS, L.L.C., a Delaware limited liability
company
By: INLAND WESTERN RETAIL REAL ESTATE TRUST,
INC., a Maryland corporation, its sole
member
By: /s/ Valerie Medina
--------------------------
Name: Valerie Medina
Title: Assistant Secretary
LENDER:
BEAR STEARNS COMMERCIAL
MORTGAGE,
_____________
dt 220541
;
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Bear Stearns
As referenced in this Post-Closing Agreement:
BEAR STEARNS
COMMERCIAL MORTGAGE, – C., a Illinois
Delaware limited liability company, having its principal place of business at
2901 Butterfield Road, Oak Brook, Illinois 60523 ("Borrower"), to BEAR STEARNS
COMMERCIAL MORTGAGE, INC., a New York corporation, having an address at 383
Madison Avenue, New York, New York 10179 ("Lender").
RECITALS:
A. Borrower by
_____________
BEAR STEARNS COMMERCIAL
MORTGAGE, – WESTERN RETAIL REAL ESTATE TRUST,
INC., a Maryland corporation, its sole
member
By: /s/ Valerie Medina
--------------------------
Name: Valerie Medina
Title: Assistant Secretary
LENDER:
BEAR STEARNS COMMERCIAL
MORTGAGE, INC., a New York corporation
By:
--------------------------
Michael A. Forastiere
Managing Director
{/TEXT}
{/DOCUMENT}
_____________
dt 157547
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| Preview
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| 2002 |
Post Closing Agreement
Post Closing Agreement (5K)
Doc #254821: Click preview link for longer preview.
POST CLOSING AGREEMENT
July 2, 2002
LASALLE BANK NATIONAL ASSOCIATION
as Trustee for the Registered Holders
of LB-UBS Commercial Mortgage Trust 2001-C3
Commercial Mortgage Pass-Through Certificates
Series 2001-C3
c/o Wachovia Securities
Structured Products Servicing
8739 Research Drive-URP4
Charlotte, NC 28288-1075
Re: Assumption by Loyal Plaza Associates, L.P. a Delaware limited
partnership ("Assuming Borrower") of that certain loan in the
original principal amount of $14,000,000.00 (the "Loan") as
evidenced by that certain Note (the "Note"), dated May 31,
2001 payable by Loyal Plaza Venture, L.P. a Delaware limited
partnership ("Original Borrower"), to Lehman Brothers Bank,
FSB ("Original Lender"), as secured by that certain Open-End
Mortgage and Security Agreement, of even date with the Note
made by Original Borrower and Glimcher Loyal Plaza Tenant,
L.P. (the "Mortgage") and the other Security Documents (as
defined in the Mortgage), said Loan being currently held and
owned by LASALLE BANK NATIONAL ASSOCIATION, as Trustee for the
Registered Holders of LB-UBS Commercial Mortgage Trust
2001-C3, Commercial Mortgage Pass-Through Certificates, Series
2001-C3 ("Lender").
Ladies and Gentlemen:
As a material inducement for the Lender to consent to the referenced
assumption of the Loan (the "Assumption") on the date hereof pursuant to a Loan
Assumption and Modification Agreement (the "Assumption Agreement") and certain
other documents referenced therein (together with the Assumption Agreement, the
"Assumption Documents"), the Lender has required that this Agreement be executed
and delivered to the Lender. In regard to the Loan, the undersigned does hereby
certify to and agree with the Lender as follows:
1. Additional Documents. To the extent the Lender, in its reasonable
opinion, should at any time during the term of the Loan, require any additional
documents to be executed by the Assuming Borrower to further document and
evidence the Assumption or the Loan, as set forth in any of the Assumption
Documents or Loan Documents (as defined in the Assumption Agreement), the
Assuming Borrower shall immediately comply with said request and execute such
documents. In regard to said matters, the Assuming Borrower shall pay any
reasonable additional attorneys' fees incurred by the Lender in said matters.
The failure to do so shall be and constitute a default under the Loan.
254821
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Glimcher Loyal
As referenced in this Post Closing Agreement:
Glimcher Loyal Plaza Tenant, – Lender"), as secured by that certain Open-End
Mortgage and Security Agreement, of even date with the Note
made by Original Borrower and Glimcher Loyal Plaza Tenant,
L.P. (the "Mortgage") and the other Security Documents (as
defined in the Mortgage), said Loan being currently held and
owned by
_____________
dt 112917
;
|
Loyal Plaza
As referenced in this Post Closing Agreement:
Loyal Plaza Associates, – Through Certificates
Series 2001-C3
c/o Wachovia Securities
Structured Products Servicing
8739 Research Drive-URP4
Charlotte, NC 28288-1075
Re: Assumption by Loyal Plaza Associates, L.P. a Delaware limited
partnership ("Assuming Borrower") of that certain loan in the
original principal amount of $14,000,000.00 (
_____________
Loyal Plaza Associates, – constitute a default under the Loan.
2
{PAGE}
4. Survival of Agreement. This Agreement shall survive the closing of
the Assumption.
ASSUMING
BORROWER: Loyal Plaza Associates, L.P. a Delaware limited
partnership
By: CIF-Loyal Plaza Associates, L.P. a Delaware
limited partnership
Its: General Partner
By: CIF-
_____________
-Loyal Plaza Associates, – Agreement. This Agreement shall survive the closing of
the Assumption.
ASSUMING
BORROWER: Loyal Plaza Associates, L.P. a Delaware limited
partnership
By: CIF-Loyal Plaza Associates, L.P. a Delaware
limited partnership
Its: General Partner
By: CIF-Loyal Plaza Associates, Corp., a
Delaware corporation
Its: General Partner
By: /
_____________
-Loyal Plaza Associates, – Associates, L.P. a Delaware limited
partnership
By: CIF-Loyal Plaza Associates, L.P. a Delaware
limited partnership
Its: General Partner
By: CIF-Loyal Plaza Associates, Corp., a
Delaware corporation
Its: General Partner
By: /s/ Brenda J. Walker
-----------------------
Name: Brenda J. Walker
-----------------------
Title: Vice President
-----------------------
3
{PAGE}
CLT
_____________
-Loyal Plaza
Associates, – survey to reflect correct July 15, 2002
metes and bounds description of Parcel III
Certified, filed Amendment to Articles of
Incorporation of CIF-Loyal Plaza
Associates, Corp. amending only
restriction of independent director acting
for affiliate of company
{/TEXT}
{/DOCUMENT}
_____________
dt 112935
;
Loyal Plaza
As referenced in this Post Closing Agreement:
Loyal Plaza Venture, – principal amount of $14,000,000.00 (the "Loan") as
evidenced by that certain Note (the "Note"), dated May 31,
2001 payable by Loyal Plaza Venture, L.P. a Delaware limited
partnership ("Original Borrower"), to Lehman Brothers Bank,
FSB ("Original Lender"), as secured by that certain Open-End
_____________
dt 112779
;
More... |
| Preview
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| 2003 |
Closing Agreement
Closing Agreement (12K)
Doc #262672: Click preview link for longer preview.
CLOSING AGREEMENT
This Closing Agreement (the "Agreement") is made and entered into as of
the 27th day of June, 2003 (the "Effective Date"), by and among Stonehaven
Realty Trust, a Maryland real estate investment trust ("Stonehaven"), Hampton
Court Associates, L.P., an Illinois limited partnership ("Hampton"), Hoyt
Properties, Inc. ("Hoyt Properties") and WLPT Funding LLC ("WLPT") (collectively
Hoyt Properties and WLPT are referenced herein as the "Optionees").
WHEREAS, Stonehaven is the general partner of Wellington Properties
Investments, L.P., a Delaware limited partnership ("Wellington Properties");
WHEREAS, pursuant to Amendment No. 1 to the Agreement of Limited
Partnership of Wellington Properties dated March 4, 2003 (the "Amendment"), the
Optionees were granted an option to purchase all of Stonehaven's ownership
interest in Wellington Properties (the "Option"), which Option may be exercised
after September 30, 2003 and before March 30, 2004 (the "Exercise Period");
WHEREAS, Stonehaven, Hampton and Paragon Real Estate, L.P., a Delaware
limited partnership, are parties to an Asset Contribution Agreement, effective
as of March 4, 2003 (the "Asset Purchase Agreement"); and
WHEREAS, the parties herein wish to set forth additional details
related to closing the transactions contemplated by the above mentioned option.
NOW THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the parties hereto agree as follows:
1. The Optionees hereby agree to exercise their Option on the first day of
the Exercise Period, which day is October 1, 2003, and the parties
agree that October 1, 2003 shall be the "Closing Date". The parties
agree that the Fair Market Value of the Shares to be paid by the
Optionees as part of the Purchase Price is 28 cents per share, which
represents the average closing price of the Shares for the thirty (30)
calendar days from May 27, 2003 to June 26, 2003.
2. The parties hereby acknowledge that the Purchase Price set forth in
Section 11.2(C)(iii) of the Amendment is the Purchase Price.
3. The parties hereby acknowledge that under Section 4 of the Amendment,
amending Section 11.2 of the Agreement of Limited Partnership of
Wellington Properties, dated August 31, 1998 (the "Partnership
Agreement"), all cash held on behalf of Wellington Properties on the
Closing Date, including the restricted cash in the GMAC and tax
accounts, will be distributed in its entirety to Stonehaven on the
Closing Date on a tax-free basis; provided that, the parties hereby
acknowledge that the $311,399.89 previously spent by Hoyt Properties on
behalf of Wellington Properties was set forth in the 2003 budget for
Wellington Properties and approved by the parties; and provided further
that the cash held in the restricted accounts may be retained by Hoyt
Properties at the Closing Date as long as Hoyt Properties pays an equal
amount in immediately available funds to Stonehaven on the Closing Date
on a tax-free basis. The cash distributed to Stonehaven will not be
subject to the proration provisions of Section 4 of the Amendment and
this Section and will not affect the amount of the Purchase Price.
As of the Closing Date (October 1, 2003), Stonehaven and the Optionees
shall prorate typical Closing adjustments, including the following:
262672
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