| Preview
Full Doc
 | 1999 |
Master Separation Agreement
Master Separation Agreement (46K)
Doc #108972: Click preview link for longer preview.
MASTER SEPARATION AGREEMENT
MASTER SEPARATION AGREEMENT, dated as of April 21, 1999 (this
"Agreement"), by and among New Plan Excel Realty Trust, Inc., a Maryland
corporation ("New Plan"), ERT Development Corporation, a Delaware corporation of
which New Plan owns 100% of the outstanding preferred shares ("EDV"), and Excel
Legacy Corporation, a Delaware corporation ("Legacy"). New Plan, EDV and Legacy
are each referred to herein sometimes as a "Party" and collectively as the
"Parties".
WHEREAS, the Parties have previously entered into that certain
Distribution Agreement, dated as of March 31, 1998 (the "Distribution
Agreement"), providing for, among other things, the terms and conditions
pursuant to which Excel Realty Trust, Inc. (the predecessor to New Plan, "ERT")
distributed the outstanding shares of Legacy to ERT's stockholders as of the
record date for such distribution (the "Spin-off").
WHEREAS, in connection with the Spin-off, ERT and Legacy entered
into the following agreements: (i) Administrative Services Agreement, dated as
of March 31, 1998, as amended by the Amendment to Administrative Services
Agreement, dated as of May 14, 1998 (the "Administrative Services Agreement");
(ii) Tax Sharing Agreement, dated as of March 31, 1998 (the "Tax Sharing
Agreement"); and (iii) Intercompany Agreement, dated as of March 31, 1998, as
amended by the Amendment to Intercompany Agreement, dated as of May 14, 1998
(the "Intercompany Agreement").
WHEREAS, in connection with the execution and delivery of this
Agreement, certain directors of New Plan shall resign (the "Resignations") and
certain executive officers shall resign and enter into respective Resignation
and Release Agreements with New Plan (collectively, the "Resignation and Release
Agreements").
WHEREAS, in connection with the execution and delivery of this
Agreement, NNRA, LLC ("NNRA"), EDV and Excel Interfinancial Corporation
("Interfinancial"), will enter into a Stock Purchase Agreement (the "Stock
Purchase Agreement"), pursuant to which, among other things, NNRA shall purchase
the common stock of EDV owned by Interfinancial.
WHEREAS, the parties desire to amend their existing relationships as
set forth herein.
NOW THEREFORE, in consideration of the above premises and mutual
agreements set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
intending to be legally bound, and subject to the terms and conditions stated
herein, the Parties hereby agree as follows:
108972
|
New Plan Excel
As referenced in this Master Separation Agreement:
New Plan Excel Realty Trust, – EXHIBIT 10.1
EXHIBIT 10.1
MASTER SEPARATION AGREEMENT
MASTER SEPARATION AGREEMENT, dated as of April 21, 1999 (this
"Agreement"), by and among New Plan Excel Realty Trust, Inc., a Maryland
corporation ("New Plan"), ERT Development Corporation, a Delaware corporation of
which New Plan owns 100% of the outstanding preferred
_____________
New Plan Excel Realty Trust, – Suite 2100
San Diego, California 92101-8197
Attention: Scott N. Wolfe, Esq.
Telecopier: (619) 696-7419
If to New Plan or EDV, to:
New Plan Excel Realty Trust, Inc.
1120 Avenue of the Americas
New York, New York 10036
Attention: Steven F. Siegel, Esq.
Telecopier: (212) 302-4776
With a
_____________
NEW PLAN EXCEL REALTY TRUST, – equity.
-11-
{PAGE}
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to
be duly executed on the date first above written.
NEW PLAN EXCEL REALTY TRUST, INC.
By: /s/ Arnold Laubich
----------------------------------------
Name: Arnold Laubich
Title: Chief Executive Officer
ERT DEVELOPMENT CORPORATION
By: /s/ Richard B. Muir
----------------------------------------
Name: Richard
_____________
New Plan Excel Realty Trust, – Chairman, President and Chief
Executive Officer
-12-
{PAGE}
EXHIBIT A
TO MASTER SEPARATION AGREEMENT
[FORM OF RESIGNATION]
April 21, 1999
Board of Directors
New Plan Excel Realty Trust, Inc.
1120 Avenue of the Americas
New York, New York 10036
Gentlemen:
I hereby resign as a Director of New Plan Excel
_____________
New Plan Excel Realty Trust, – Plan Excel Realty Trust, Inc.
1120 Avenue of the Americas
New York, New York 10036
Gentlemen:
I hereby resign as a Director of New Plan Excel Realty Trust, Inc.
("New Plan") and from any other office or position I may hold as a Director or
otherwise with New Plan, New
_____________
dt 109911
;
 Latham & Watkins
As referenced in this Master Separation Agreement:
Latham & Watkins
– Diego, California 92127
Attention: S. Eric Ottesen
Telecopier: (619) 485-8530
With a copy to:
Latham & Watkins
701 B Street
Suite 2100
San Diego, California 92101-8197
Attention: Scott N. Wolfe,
dt 31099
;
|
Wachtell Lipton
As referenced in this Master Separation Agreement:
Wachtell, Lipton – York 10036
Attention: Steven F. Siegel, Esq.
Telecopier: (212) 302-4776
With a copy to:
Wachtell, Lipton , Rosen & Katz
51 West 52nd Street
New York, New York 10019-6150
Attention: Adam
dt 31943
|
| Preview
Full Doc
| 2003 |
Restructuring Agreement
Restructuring Agreement (50K)
Doc #115782: Click preview link for longer preview.
RESTRUCTURING AGREEMENT
(RSVP HOLDINGS)
THIS RESTRUCTURING AGREEMENT (this "Agreement"), is dated as of April
29, 2003, by and among RSVP Holdings, LLC, a Delaware limited liability company
("Holdings"), RSI Fund Management LLC, a Delaware limited liability company
("RSI Management"), New World Realty, LLC, a Delaware limited liability company
("NW"), New World Realty Management, LLC, a Delaware limited liability company
("NWM"), Reckson Asset Partners, LLC, a Delaware limited liability company
("RAP"), Reckson Strategic Venture Partners, LLC, a Delaware limited liability
company ("RSVP") and Frontline Capital Group, a Delaware corporation
("Frontline").
RECITALS
A. Holdings was formed as a limited liability company under the
Delaware Limited Liability Company Act on February 26, 1998;
B. RSI Management and NW entered into the Limited Liability Company
Agreement of Holdings, dated as of February 26, 1998 (the "LLC Agreement");
C. Paine Webber Real Estate Securities, LLC, Stratum Realty Fund, L.P.
and Holdings entered into the Limited Liability Company Agreement of RSVP dated
as of March 5, 1998 (the "RSVP LLC Agreement");
D. ROP and RSVP entered into the Limited Liability Company Agreement of
RAP, dated as of March 5, 1998 (the "RAP LLC Agreement");
E. The only members in Holdings as of the date of this Agreement are
RSI Management and NW, although RSVP Management Partners, LLC has a subordinated
financial interest in Holdings;
F. Concurrently on the date hereof, the UBS Restructuring Agreement has
been entered into to effectuate, among other things, the purchase of the Class A
membership interests of RSVP by Holdings; and
G. The parties to this Agreement have agreed to restructure certain
agreements with respect to Holdings, RAP and RSVP and the rights and obligations
of the members in connection therewith, as more particularly set forth herein,
which shall provide, among other things, that NWM shall be appointed as the
asset manager of the assets and investments of RSVP and RAP in the Platforms and
RSI Management shall be appointed as sole managing member of Holdings, that the
existing Class A membership interests in RSVP shall be purchased and
subsequently retired on the Effective Date, and the RSVP LLC Agreement shall,
and the RAP LLC Agreement may, be amended and restated to give effect to the
transactions contemplated by this Agreement and the other Related Documents. The
LLC Agreement shall be amended and restated to, among other things, be
consistent with the foregoing.
115782
|
FrontLine
As referenced in this Restructuring Agreement:
Frontline Capital Group, – NWM"), Reckson Asset Partners, LLC, a Delaware limited liability company
("RAP"), Reckson Strategic Venture Partners, LLC, a Delaware limited liability
company ("RSVP") and Frontline Capital Group, a Delaware corporation
("Frontline").
RECITALS
A. Holdings was formed as a limited liability company under the
Delaware Limited Liability Company Act on
_____________
Frontline Capital Group, – Committee Member and not individually
Address for Notices:
225 Broadhollow Road
Melville, NY 11747-0983
Attention: Scott Rechler
RSI FUND MANAGEMENT LLC
BY: Frontline Capital Group, its Member
By:
----------------------------------
Name: Scott Rechler
Title: Chief Executive Officer
Address for Notices:
225 Broadhollow Road
Melville, NY 11747-0983
Attention: Scott
_____________
FRONTLINE CAPITAL GROUP
– H. Shepsman, as a Management
Committee member and not individually
Address for Notices:
225 Broadhollow Road
Melville, NY 11747-0983
Attention: Scott Rechler
FRONTLINE CAPITAL GROUP
By:
--------------------------------
Name: Scott Rechler
Title: Chief Executive Officer
Address for Notices:
225 Broadhollow Road
Melville, NY 11747-0983
Attention: Scott Rechler
{PAGE}
_____________
Frontline Capital Group – RSVP As defined in the preamble to this Agreement.
--------------------------------------------------------------------------------
{PAGE}
--------------------------------------------------------------------------------
SBL Seth B. Lipsay.
--------------------------------------------------------------------------------
SHS Steven H. Shepsman.
--------------------------------------------------------------------------------
Tax Loans The loans by Frontline Capital Group (f/k/a Reckson
Service Industries, Inc.) to each of SBL and SHS
pursuant to Section 8 of those certain Restricted
Stock
_____________
dt 236468
;
FrontLine
As referenced in this Restructuring Agreement:
Frontline Capital Group, – NWM"), Reckson Asset Partners, LLC, a Delaware limited liability company
("RAP"), Reckson Strategic Venture Partners, LLC, a Delaware limited liability
company ("RSVP") and Frontline Capital Group, a Delaware corporation
("Frontline").
RECITALS
A. Holdings was formed as a limited liability company under the
Delaware Limited Liability Company Act on
_____________
Frontline Capital Group, – Committee Member and not individually
Address for Notices:
225 Broadhollow Road
Melville, NY 11747-0983
Attention: Scott Rechler
RSI FUND MANAGEMENT LLC
BY: Frontline Capital Group, its Member
By:
----------------------------------
Name: Scott Rechler
Title: Chief Executive Officer
Address for Notices:
225 Broadhollow Road
Melville, NY 11747-0983
Attention: Scott
_____________
FRONTLINE CAPITAL GROUP
– H. Shepsman, as a Management
Committee member and not individually
Address for Notices:
225 Broadhollow Road
Melville, NY 11747-0983
Attention: Scott Rechler
FRONTLINE CAPITAL GROUP
By:
--------------------------------
Name: Scott Rechler
Title: Chief Executive Officer
Address for Notices:
225 Broadhollow Road
Melville, NY 11747-0983
Attention: Scott Rechler
{PAGE}
_____________
Frontline Capital Group – RSVP As defined in the preamble to this Agreement.
--------------------------------------------------------------------------------
{PAGE}
--------------------------------------------------------------------------------
SBL Seth B. Lipsay.
--------------------------------------------------------------------------------
SHS Steven H. Shepsman.
--------------------------------------------------------------------------------
Tax Loans The loans by Frontline Capital Group (f/k/a Reckson
Service Industries, Inc.) to each of SBL and SHS
pursuant to Section 8 of those certain Restricted
Stock
_____________
dt 236468
;
Reckson
As referenced in this Restructuring Agreement:
Reckson Associates Realty – Lipsay, Steven
H. Shepsman and New World Realty, LLC.
9. Letter Agreement regarding RSVP Holdings, LLC, dated February 26, 1998,
by and among Reckson Associates Realty Corp., Reckson Operating
Partnership, L.P., Seth B. Lipsay, Steven H. Shepsman, New World
Realty, LLC and RSI Fund Management LLC.
{PAGE}
Exhibit
_____________
dt 109826
;
|
RSI
As referenced in this Restructuring Agreement:
Reckson
Service Industries, Inc – to this Agreement.
--------------------------------------------------------------------------------
{PAGE}
--------------------------------------------------------------------------------
SBL Seth B. Lipsay.
--------------------------------------------------------------------------------
SHS Steven H. Shepsman.
--------------------------------------------------------------------------------
Tax Loans The loans by Frontline Capital Group (f/k/a Reckson
Service Industries, Inc .) to each of SBL and SHS
pursuant to Section 8 of those certain Restricted
Stock Grant, Pledge and Loan Agreements, each dated
_____________
dt 363177
;
RSI
As referenced in this Restructuring Agreement:
Reckson
Service Industries, Inc – to this Agreement.
--------------------------------------------------------------------------------
{PAGE}
--------------------------------------------------------------------------------
SBL Seth B. Lipsay.
--------------------------------------------------------------------------------
SHS Steven H. Shepsman.
--------------------------------------------------------------------------------
Tax Loans The loans by Frontline Capital Group (f/k/a Reckson
Service Industries, Inc .) to each of SBL and SHS
pursuant to Section 8 of those certain Restricted
Stock Grant, Pledge and Loan Agreements, each dated
_____________
dt 363177
;
Paul Hastings
As referenced in this Restructuring Agreement:
Paul, Hastings – however, it being understood that the Indemnifying
Party shall not object to the use of Paul, Hastings , Janofsky &
Walker, LLP, unless Paul, Hastings, Janofsky & Walker, LLP has a
conflict-of-interest.
Paul, Hastings – Indemnifying
Party shall not object to the use of Paul, Hastings, Janofsky &
Walker, LLP, unless Paul, Hastings , Janofsky & Walker, LLP has a
conflict-of-interest.
9
{PAGE}
(iv) If the Indemnifying
Paul, Hastings – Road
Suite 612
Great Neck, NY 11021
And in all cases, with a copy to:
Paul, Hastings , Janofsky & Walker LLP
75 East 55th Street
New York, NY 10022
Attn: Frank Cannone,
dt 32844
|
| Preview
Full Doc
| 2003 |
Restructuring Agreement
Restructuring Agreement (202K)
Doc #139321: Click preview link for longer preview.
RESTRUCTURING AGREEMENT
THIS RESTRUCTURING AGREEMENT dated April 29, 2003 among Reckson
Strategic Venture Partners, LLC, a Delaware limited liability company (the
"Company"), RSVP Holdings LLC, a Delaware limited liability company
("Holdings"), Reckson Asset Partners LLC, a Delaware limited liability company
("RAP"), UBS Warburg Real Estate Securities Inc., a Delaware corporation
("UBS"), and Stratum Realty Fund, L.P., a Delaware limited partnership
("Stratum" and together with UBS, the "Class A Sellers").
RECITALS
A. The Company was formed as a limited liability company under the
Delaware Limited Liability Company Act on January 23, 1998.
B. Holdings and Paine Webber Real Estate Securities Inc. entered into
the Operating Agreement of the Company dated as of March 5, 1998, as amended by
the Supplemental Agreement to Operating Agreement of the Company dated as of
April 24, 1998 (as amended, the "Operating Agreement").
C. Certain disputes have arisen between Holdings and the Class A
Sellers regarding the management and operations of the Company.
D. In settlement of such disputes, the parties have agreed that
Holdings will purchase the interests of the Class A Sellers in the Company as
more particularly set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. DEFINED TERMS. All capitalized terms used herein are defined on
Schedule 1 annexed hereto.
2. TRANSACTIONS. At the closing of the transactions contemplated hereby
(the "Closing"), each of the Class A Sellers will convey to Holdings or its
designee ("Buyer") all of such Class A Member's membership interest in the
Company. The consideration for such conveyances shall be the payment to the
Class A Sellers of cash and the conveyance to the Class A Sellers of certain
property; such cash and property to have an aggregate valuation, as provided
herein, of $165,325,000 (the "Purchase Price").
3. CONTEMPORANEOUS TRANSACTIONS. On the date hereof, the Company shall
make the following payments and conveyances to the Class A Sellers on account of
the Purchase Price:
(i) The Company shall pay to the Class A Sellers the sum of
$30,165,000, representing a portion of the capital contributions previously made
to the Company for investment in the Medical Platform, which amount shall be
{PAGE}
paid by Federal wire transfer to one or more accounts designated by the Class A
Sellers in writing.
(ii) The Company shall convey to Florida Parking Lot LLC, a
Delaware limited liability company, as designee of the Class A Sellers, on an
"as is, where is" basis, all of the Company's right, title and interest in RSVP
Metropolitan Parking, LLC, pursuant to an Assignment and Assumption of
Membership Interest in the form annexed hereto as Exhibit A, for which
conveyance the Company shall receive a credit against the Purchase Price in the
amount of $28,500,000 (the "Quik-Park Credit"). Concurrently with such
conveyance, (i) the Class A Sellers shall have caused the execution of, and
delivered to, the Company Parties the release in the form annexed hereto as
Exhibit C-3; (ii) the Company Parties shall have caused the execution of, and
delivered to, the Class A Sellers the release in the form annexed hereto as
Exhibit D-3 and (iii) RSVP Metropolitan Parking, LLC shall have executed and
delivered to Metropolitan Quik Park of South Florida, LLC and M & E Holdings LLC
a letter of even date herewith and simultaneously therewith have wired the
amount of $1,250,000 in accordance with the first paragraph of that letter.
(iii) The Company shall pay to the Class A Sellers the amount
of $10,825,000, representing all undistributed Capital Event Proceeds as of the
date hereof, which amount shall be credited against the Purchase Price and paid
by Federal wire transfer to one or more accounts designated by the Class A
Sellers in writing.
4. CLOSING. The Closing shall occur on a date set forth in a notice
from Holdings to the Class A Sellers and the Escrow Agent (as such term is
hereinafter defined) (the "Closing Date"), which notice shall be given not less
than two (2) Business Days prior to the designated Closing Date; provided,
however, that in no event shall the Closing Date occur later than August 15,
2003 (the "Outside Closing Date").
(a) At the Closing, the following deliveries or payments shall be made
in accordance with the terms and conditions of the escrow agreement (the "Escrow
Agreement") annexed hereto as Exhibit F, pursuant to which Herrick, Feinstein
LLP (the "Escrow Agent") shall act as escrow agent:
(i) Each of the Class A Sellers shall assign to Buyer all of
such Class A Member's right, title and interest in the Company, free and clear
of all liens and encumbrances, pursuant to an Assignment and Assumption of
Membership Interest in the respective forms of Exhibit B-1 and Exhibit B-2
annexed hereto.
(ii) [Intentionally omitted.]
(iii) The Class A Sellers shall be paid an amount equal to the
excess of all undistributed Net Investment Revenues on the date of the Company
Deposit (as such term is defined in the Escrow Agreement) over $500,000, which
amount shall not be credited against the Purchase Price.
139321
|
Citibank
As referenced in this Restructuring Agreement:
Citibank, N.A. – 339 ACCT#: 2553 00 9244
ACCT NAME: Herrick, Feinstein LLP Attorney Trust Account
{PAGE}
SCHEDULE C
----------
24.52842% to:
Stratum Realty Fund, LP
Citibank, N.A.
1748 Broadway, New York, NY 10019
ABA 021 0000 89
Account # 178 00 936
75.47158% to:
UBS AG
STAMFORD, CT
ABA#
_____________
dt 145882
;
FrontLine
As referenced in this Restructuring Agreement:
FrontLine Capital Group, – deliver this Agreement and to consummate the
transactions contemplated hereby, including, without limitation, the approval of
the bankruptcy court in the matter of FrontLine Capital Group, have been
obtained and there is no other Consent of, or filing or notification to, any
government or governmental agency or authority
_____________
FrontLine Capital Group, – written above.
RECKSON STRATEGIC
VENTURE PARTNERS, LLC
By: RSVP Holdings LLC,
its managing member
By: RSI Fund Management LLC,
its managing member
By: FrontLine Capital Group,
its managing member
By:
----------------------
Name:
Title:
RSVP HOLDINGS LLC
By: RSI Fund Management LLC,
its managing member
By: FrontLine Capital Group,
its
_____________
FrontLine Capital Group, – member
By: FrontLine Capital Group,
its managing member
By:
----------------------
Name:
Title:
RSVP HOLDINGS LLC
By: RSI Fund Management LLC,
its managing member
By: FrontLine Capital Group,
its managing member
By:
--------------------------
Name:
Title:
[SIGNATURE PAGE TO RESTRUCTURING AGREEMENT]
-15-
{PAGE}
RECKSON ASSET PARTNERS LLC
By: Reckson Strategic Venture Partners,
_____________
FrontLine Capital Group, – Strategic Venture Partners, LLC,
its managing member
By: RSVP Holdings LLC,
its managing member
By: RSI Fund Management LLC,
its managing member
By: FrontLine Capital Group,
its managing member
By:
-----------------------
Name:
Title:
UBS WARBURG REAL ESTATE
SECURITIES INC.
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
STRATUM REALTY FUND, L.
_____________
FrontLine Capital Group, – written.
ASSIGNOR:
RECKSON STRATEGIC VENTURE
PARTNERS, LLC
By: RSVP Holdings LLC, its managing member
By: RSI Fund Management LLC, its managing
member
By: FrontLine Capital Group, its managing
member
By:
-------------------------------------
Name:
Title:
ASSIGNEE:
FLORIDA PARKING LOT LLC
By: Florida Parking Lot Holdings LLC,
Manager
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
_____________
dt 236470
;
FrontLine
As referenced in this Restructuring Agreement:
FrontLine Capital Group, – deliver this Agreement and to consummate the
transactions contemplated hereby, including, without limitation, the approval of
the bankruptcy court in the matter of FrontLine Capital Group, have been
obtained and there is no other Consent of, or filing or notification to, any
government or governmental agency or authority
_____________
FrontLine Capital Group, – written above.
RECKSON STRATEGIC
VENTURE PARTNERS, LLC
By: RSVP Holdings LLC,
its managing member
By: RSI Fund Management LLC,
its managing member
By: FrontLine Capital Group,
its managing member
By:
----------------------
Name:
Title:
RSVP HOLDINGS LLC
By: RSI Fund Management LLC,
its managing member
By: FrontLine Capital Group,
its
_____________
FrontLine Capital Group, – member
By: FrontLine Capital Group,
its managing member
By:
----------------------
Name:
Title:
RSVP HOLDINGS LLC
By: RSI Fund Management LLC,
its managing member
By: FrontLine Capital Group,
its managing member
By:
--------------------------
Name:
Title:
[SIGNATURE PAGE TO RESTRUCTURING AGREEMENT]
-15-
{PAGE}
RECKSON ASSET PARTNERS LLC
By: Reckson Strategic Venture Partners,
_____________
FrontLine Capital Group, – Strategic Venture Partners, LLC,
its managing member
By: RSVP Holdings LLC,
its managing member
By: RSI Fund Management LLC,
its managing member
By: FrontLine Capital Group,
its managing member
By:
-----------------------
Name:
Title:
UBS WARBURG REAL ESTATE
SECURITIES INC.
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
STRATUM REALTY FUND, L.
_____________
FrontLine Capital Group, – written.
ASSIGNOR:
RECKSON STRATEGIC VENTURE
PARTNERS, LLC
By: RSVP Holdings LLC, its managing member
By: RSI Fund Management LLC, its managing
member
By: FrontLine Capital Group, its managing
member
By:
-------------------------------------
Name:
Title:
ASSIGNEE:
FLORIDA PARKING LOT LLC
By: Florida Parking Lot Holdings LLC,
Manager
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
_____________
dt 236470
;
|
RSI
As referenced in this Restructuring Agreement:
RECKSON SERVICE
INDUSTRIES, INC – Delaware limited liability
company ("RAP"), RSI FUND MANAGEMENT LLC, a Delaware limited liability company,
FRONTLINE CAPITAL GROUP, a Delaware corporation (f/k/a RECKSON SERVICE
INDUSTRIES, INC .), NEW WORLD REALTY, LLC, a Delaware limited liability company,
STEVEN H. SHEPSMAN, an individual, DONALD RECHLER, an individual, ROGER RECHLER,
an individual,
_____________
RECKSON SERVICE
INDUSTRIES, INC – Delaware limited liability
company ("RAP"), RSI FUND MANAGEMENT LLC, a Delaware limited liability company,
FRONTLINE CAPITAL GROUP, a Delaware corporation (f/k/a RECKSON SERVICE
INDUSTRIES, INC .), NEW WORLD REALTY, LLC, a Delaware limited liability company,
STEVEN H. SHEPSMAN, an individual, DONALD RECHLER, an individual, ROGER RECHLER,
an individual,
_____________
RECKSON SERVICE INDUSTRIES, INC – Delaware limited liability company ("RAP"), RSI FUND MANAGEMENT LLC, a
Delaware limited liability company, FRONTLINE CAPITAL GROUP, a Delaware
corporation (f/k/a RECKSON SERVICE INDUSTRIES, INC .), NEW WORLD REALTY, LLC, a
Delaware limited liability company, RSVP METROPOLITAN PARKING, LLC, a Delaware
limited liability company ("RSVP Parking"), STEVEN H.
_____________
RECKSON SERVICE INDUSTRIES, INC – Delaware
limited liability company ("RAP"), RSI FUND MANAGEMENT LLC, a Delaware limited
liability company, FRONTLINE CAPITAL GROUP, a Delaware corporation (f/k/a
RECKSON SERVICE INDUSTRIES, INC .), acting pursuant to a motion filed in its
bankruptcy case, which was approved by an order of the United States Bankruptcy
Court
_____________
RECKSON SERVICE INDUSTRIES, INC – Delaware
limited liability company ("RAP"), RSI FUND MANAGEMENT LLC, a Delaware limited
liability company, FRONTLINE CAPITAL GROUP, a Delaware corporation (f/k/a
RECKSON SERVICE INDUSTRIES, INC .), acting pursuant to a motion filed in its
bankruptcy case, which was approved by an order of the United States Bankruptcy
Court
_____________
dt 363178
;
RSI
As referenced in this Restructuring Agreement:
RECKSON SERVICE
INDUSTRIES, INC – Delaware limited liability
company ("RAP"), RSI FUND MANAGEMENT LLC, a Delaware limited liability company,
FRONTLINE CAPITAL GROUP, a Delaware corporation (f/k/a RECKSON SERVICE
INDUSTRIES, INC .), NEW WORLD REALTY, LLC, a Delaware limited liability company,
STEVEN H. SHEPSMAN, an individual, DONALD RECHLER, an individual, ROGER RECHLER,
an individual,
_____________
RECKSON SERVICE
INDUSTRIES, INC – Delaware limited liability
company ("RAP"), RSI FUND MANAGEMENT LLC, a Delaware limited liability company,
FRONTLINE CAPITAL GROUP, a Delaware corporation (f/k/a RECKSON SERVICE
INDUSTRIES, INC .), NEW WORLD REALTY, LLC, a Delaware limited liability company,
STEVEN H. SHEPSMAN, an individual, DONALD RECHLER, an individual, ROGER RECHLER,
an individual,
_____________
RECKSON SERVICE INDUSTRIES, INC – Delaware limited liability company ("RAP"), RSI FUND MANAGEMENT LLC, a
Delaware limited liability company, FRONTLINE CAPITAL GROUP, a Delaware
corporation (f/k/a RECKSON SERVICE INDUSTRIES, INC .), NEW WORLD REALTY, LLC, a
Delaware limited liability company, RSVP METROPOLITAN PARKING, LLC, a Delaware
limited liability company ("RSVP Parking"), STEVEN H.
_____________
RECKSON SERVICE INDUSTRIES, INC – Delaware
limited liability company ("RAP"), RSI FUND MANAGEMENT LLC, a Delaware limited
liability company, FRONTLINE CAPITAL GROUP, a Delaware corporation (f/k/a
RECKSON SERVICE INDUSTRIES, INC .), acting pursuant to a motion filed in its
bankruptcy case, which was approved by an order of the United States Bankruptcy
Court
_____________
RECKSON SERVICE INDUSTRIES, INC – Delaware
limited liability company ("RAP"), RSI FUND MANAGEMENT LLC, a Delaware limited
liability company, FRONTLINE CAPITAL GROUP, a Delaware corporation (f/k/a
RECKSON SERVICE INDUSTRIES, INC .), acting pursuant to a motion filed in its
bankruptcy case, which was approved by an order of the United States Bankruptcy
Court
_____________
dt 363178
;
More... |
| Preview
Full Doc
| 2004 |
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
|
| Preview
Full Doc
| 2004 |
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
|
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
| 2004 |
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
Full Doc
| 2004 |
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
|
| Preview
Full Doc
| 2004 |
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
-------------------------
|