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 | 2003 |
Cost-Sharing Agreement
Cost-Sharing Agreement (6K)
Doc #236733: Click preview link for longer preview.
COST-SHARING AGREEMENT
THIS COST-SHARING AGREEMENT (this Agreement) is made as of June 11, 2003 (the Effective Date), by and between (i) Luminent Mortgage Capital, Inc., a Maryland corporation (the Company), and (ii) Seneca Capital Management, LLC, a California limited liability company (the Manager).
THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions:
A. The parties entered into that certain management agreement dated as of June 11, 2003 (the Management Agreement) pursuant to which the Manager will be responsible for the day-to-day operations of the Company and will perform services and activities related to the assets and liabilities of the Company in accordance with the terms and conditions set forth therein.
B. In order to reduce the Companys administrative and other costs of supporting its officers and employees which are not affiliated with the Manager (the Companys Employees), the Company intends to utilize office space consisting of up to 1,500 square feet of space at the Managers offices at 909 Montgomery Street, Suite 500, San Francisco, California 94133 (the Premises) and certain administrative services provided by or on behalf of by the Manager.
C. The parties desire to provide for a cost-sharing arrangement relating to the Managers use of certain overhead items at the Premises such as space, utilities and other administrative services.
NOW, THEREFORE, in consideration of the premises and the mutual covenants of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
236733
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Luminent
As referenced in this Cost-Sharing Agreement:
Luminent Mortgage Capital, – COST-SHARING AGREEMENT
THIS COST-SHARING AGREEMENT (this Agreement) is made as of June 11, 2003 (the Effective Date), by and between (i) Luminent Mortgage Capital, Inc., a Maryland corporation (the Company), and (ii) Seneca Capital Management, LLC, a California limited liability company (the Manager).
THE PARTIES ENTER
_____________
LUMINENT MORTGAGE CAPITAL, – parties reflected hereon as the signatories.
2
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
COMPANY
LUMINENT MORTGAGE CAPITAL,
INC., a Maryland corporation
By:
/s/ Albert J. Gutierrez
Albert J. Gutierrez
President
MANAGER
SENECA CAPITAL MANAGEMENT,
LLC, a California limited liability
_____________
dt 110770
;
| Seneca Capital Management, LLC
|
| Preview
Full Doc
| 2003 |
Property Insurance Sharing Agreement [Amended and Restated]
Property Insurance Sharing Agreement [Amended and Restated] (47K)
Doc #267045: Click preview link for longer preview.
FORM OF
AMENDED AND RESTATED
PROPERTY INSURANCE SHARING AGREEMENT
THIS AMENDED AND RESTATED PROPERTY INSURANCE SHARING AGREEMENT (the
"AGREEMENT") is entered into as of _________, 2003 by and among MAGUIRE
PROPERTIES, L.P., a Maryland limited partnership (the "OPERATING PARTNERSHIP");
NORTH TOWER, LLC, a Delaware limited liability company ("NORTH TOWER"); MAGUIRE
PARTNERS-355 S. GRAND, LLC, a Delaware limited liability company ("355 SOUTH
GRAND"), LIBRARY SQUARE ASSOCIATES, LLC, a California limited liability company
("LIBRARY"); MAGUIRE PARTNERS-555 WEST FIFTH, LLC, a California limited
liability company ("555 WEST Fifth"); MAGUIRE PARTNERS-611 N. BRAND, LLC, a
Delaware limited liability company ("611 N. BRAND"); MAGUIRE PARTNERS-808 SOUTH
OLIVE, LLC, a California limited liability company ("MP 808"); MAGUIRE
PARTNERS-SOLANA, L.P., a Texas limited partnership ("SOLANA"); MAGUIRE
PARTNERS-SOLANA LAND, L.P., a Texas limited partnership ("SOLANA LAND");
MAGUIRE/CERRITOS I, LLC ("CERRITOS"), a Delaware limited liability company
MAGUIRE PARTNERS-1733 OCEAN, LLC, a California limited liability company
("Ocean"); MAGUIRE PARTNERS-385 COLORADO, LLC, a Delaware limited liability
company ("385 COLORADO"); PLAYA VISTA-WATER'S EDGE, LLC, a Delaware limited
liability company ("WATER'S EDGE"); MAGUIRE PARTNERS-740 SOUTH OLIVE, a
California limited partnership ("740 S. OLIVE"); MAGUIRE THOMAS PARTNERS-17th &
GRAND, LTD., a California limited partnership ("17TH & GRAND"); and MAGUIRE
PROPERTIES SERVICES, INC., a Maryland corporation (the "SERVICES COMPANY" or the
"MANAGER"). Each of the Operating Partnership, North Tower, 355 South Grand,
Library, 555 West Fifth, 611 N. Brand, MP 808, Solana, Solana Land, Cerritos,
Ocean, 385 Colorado, Water's Edge, 740 S. Olive and 17th & Grand may be referred
to herein individually as a "PARTNERSHIP," and may be referred to collectively
as the "PARTNERSHIPS."
RECITALS
WHEREAS, each of the Partnerships owns and/or leases, or will own and/or
lease upon the consummation of the Formation Transactions (as defined below),
the land and improvements set forth below, each of which is more specifically
described on Schedule 1 attached hereto (each, a "PROJECT", and collectively,
the "PROJECTS"):
PARTNERSHIP PROJECT
Operating Partnership Plaza Las Fuentes
Glendale Center - Phase II
Corporate Office
North Tower Wells Fargo Tower (Wells Fargo Center North)
355 South Grand KPMG Tower (Wells Fargo Center South)
Library Library Tower
555 West Fifth Gas Company Tower
611 N. Brand Glendale Center
1
{PAGE}
MP 808 808 South Olive
Solana Solana
Solana Land Solana Land
Cerritos Cerritos Corporate Center Phase I and II
Ocean 1733 Ocean Avenue
385 Colorado Plaza Las Fuentes-Phase II
Water's Edge Playa Vista-Water's Edge
740 S. Olive 740/737 South Olive
17th & Grand Grand Garage
WHEREAS, pursuant to that certain Property Insurance Sharing Agreement
dated March 31, 1997, as amended on April 1, 2000, April 1, 2002 and April 1,
2003 (collectively, the "PRIOR AGREEMENT"), certain of the Partnerships (or
their predecessor entities), together with certain other entities ("PRIOR
PARTNERSHIPS") that from time to time joined or withdrew from the Prior
Agreement, agreed to obtain certain blanket policies of insurance with respect
to all Projects then owned by such Partnerships and Prior Partnerships, and to
empower Maguire Partners Development, Ltd. ("DEVELOPMENT") to procure such
policies of insurance.
WHEREAS, in connection with a proposed initial public offering (the
"OFFERING") of common stock of Maguire Properties, Inc., a Maryland corporation
and the general partner and sole stockholder, respectively, of the Operating
Partnership and the Services Company (the "REIT"), the REIT, the Operating
Partnership, the Services Company and certain of the Partnerships and/or their
affiliates (the "PROPERTY ENTITIES") will engage in formation transactions (the
"FORMATION TRANSACTIONS") pursuant to which the direct or indirect ownership of
certain of the Projects will be consolidated in the Operating Partnership and
the general management of all of the Projects except for 740 South Olive,
Water's Edge and Cerritos will be undertaken by the Operating Partnership and/or
the Services Company pursuant to management agreements.
WHEREAS, in connection with the Offering, certain of the Partnerships have
granted options to the Operating Partnership, the exercise of which will result
in the transfer to or consolidation in the Operating Partnership of direct or
indirect ownership interests in the Projects currently owned and/or leased by
such Partnerships (each, an "OPTION TRANSACTION" and, collectively, the "OPTION
TRANSACTIONS").
WHEREAS, the Partnerships have determined that it is in the best interest
of each of them to amend and restate the Prior Agreement in its entirety,
effective as of the consummation of the Formation Transactions, in order to (i)
continue the Prior Agreement on the terms set forth herein, (ii) add the
Operating Partnership, Solana Land and 385 Colorado as a party to, and
Partnership under, the Agreement, (iii) substitute the Services Company (the
Manager under the Prior Agreement) for Development as the "Manager" hereunder
and (iv) provide for certain amendments to this Agreement, without the need for
further action by any of the parties hereto, in the event that certain Option
Transactions are consummated.
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is
267045
|
Library Square
As referenced in this Property Insurance Sharing Agreement [Amended and Restated]:
LIBRARY SQUARE ASSOCIATES, – TOWER, LLC, a Delaware limited liability company ("NORTH TOWER"); MAGUIRE
PARTNERS-355 S. GRAND, LLC, a Delaware limited liability company ("355 SOUTH
GRAND"), LIBRARY SQUARE ASSOCIATES, LLC, a California limited liability company
("LIBRARY"); MAGUIRE PARTNERS-555 WEST FIFTH, LLC, a California limited
liability company ("555 WEST Fifth"); MAGUIRE
_____________
LIBRARY SQUARE ASSOCIATES, – limited liability company
Its General Partner
By: MAGUIRE PARTNERS SCS, INC.
a California corporation
Its Manager
By:
---------------------------
Name:
-------------------------
Title:
------------------------
S-2
{PAGE}
"LIBRARY"
LIBRARY SQUARE ASSOCIATES, LLC
a Delaware limited liability company
By: LIBRARY SQUARE, LTD.
a California limited partnership
Its Manager
By: MAGUIRE PARTNERS-HOPE PLACE, LTD.
_____________
dt 158350
;
Maguire
As referenced in this Property Insurance Sharing Agreement [Amended and Restated]:
MAGUIRE
PROPERTIES SERVICES, – 740 SOUTH OLIVE, a
California limited partnership ("740 S. OLIVE"); MAGUIRE THOMAS PARTNERS-17th &
GRAND, LTD., a California limited partnership ("17TH & GRAND"); and MAGUIRE
PROPERTIES SERVICES, INC., a Maryland corporation (the "SERVICES COMPANY" or the
"MANAGER"). Each of the Operating Partnership, North Tower, 355 South Grand,
Library, 555
_____________
MAGUIRE PROPERTIES SERVICES, – 17G, LLC
a California limited liability company
General Partner
By: MAGUIRE PARTNERS SCS, INC.
a California corporation
Manager
By:
---------------------------
Name:
-------------------------
Title:
------------------------
"SERVICES COMPANY"
MAGUIRE PROPERTIES SERVICES, INC.
a Maryland corporation
By:
---------------------------
Name:
-------------------------
Title:
------------------------
S-9
{PAGE}
The undersigned hereby agrees to perform and comply with its obligations
and
_____________
MAGUIRE PROPERTIES SERVICES, – 9
{PAGE}
The undersigned hereby agrees to perform and comply with its obligations
and duties under the foregoing Property Insurance Sharing Agreement.
"MANAGER"
MAGUIRE PROPERTIES SERVICES, INC.
a Maryland corporation
By:
--------------------------
Name :
------------------------
Title:
-----------------------
S-10
{PAGE}
SCHEDULE 1
DESCRIPTION OF PROJECTS
PLAZA LAS FUENTES
135 and 191 N.
_____________
dt 158474
;
Maguire
As referenced in this Property Insurance Sharing Agreement [Amended and Restated]:
Maguire Properties, Inc – Ltd. ("DEVELOPMENT") to procure such
policies of insurance.
WHEREAS, in connection with a proposed initial public offering (the
"OFFERING") of common stock of Maguire Properties, Inc ., a Maryland corporation
and the general partner and sole stockholder, respectively, of the Operating
Partnership and the Services Company (the "REIT"), the
_____________
MAGUIRE PROPERTIES, INC – Insurance
Sharing Agreement as of the day and year first above written.
"OPERATING PARTNERSHIP"
MAGUIRE PROPERTIES, L.P.
a Maryland limited partnership
By: MAGUIRE PROPERTIES, INC .
a Maryland corporation
Its General Partner
By:
---------------------------
Name:
-------------------------
Title:
------------------------
"NORTH TOWER"
NORTH TOWER, LLC
a Delaware limited partnership
By: NORTH TOWER MANAGER,
_____________
MAGUIRE PROPERTIES, INC – CERRITOS"
MAGUIRE/CERRITOS I, LLC
a Delaware limited liability company
By: MAGUIRE PROPERTIES, L.P.
a Maryland limited partnership
Its Managing Member
By: MAGUIRE PROPERTIES, INC .
a Maryland corporation
Its general partner
By:
---------------------------
Name:
-------------------------
Title:
------------------------
S-6
{PAGE}
"OCEAN"
MAGUIRE PARTNERS-1733 OCEAN, LLC
a California limited liability
_____________
dt 175152
;
|
Maguire
As referenced in this Property Insurance Sharing Agreement [Amended and Restated]:
Maguire Properties, Inc – Ltd. ("DEVELOPMENT") to procure such
policies of insurance.
WHEREAS, in connection with a proposed initial public offering (the
"OFFERING") of common stock of Maguire Properties, Inc ., a Maryland corporation
and the general partner and sole stockholder, respectively, of the Operating
Partnership and the Services Company (the "REIT"), the
_____________
MAGUIRE PROPERTIES, INC – Insurance
Sharing Agreement as of the day and year first above written.
"OPERATING PARTNERSHIP"
MAGUIRE PROPERTIES, L.P.
a Maryland limited partnership
By: MAGUIRE PROPERTIES, INC .
a Maryland corporation
Its General Partner
By:
---------------------------
Name:
-------------------------
Title:
------------------------
"NORTH TOWER"
NORTH TOWER, LLC
a Delaware limited partnership
By: NORTH TOWER MANAGER,
_____________
MAGUIRE PROPERTIES, INC – CERRITOS"
MAGUIRE/CERRITOS I, LLC
a Delaware limited liability company
By: MAGUIRE PROPERTIES, L.P.
a Maryland limited partnership
Its Managing Member
By: MAGUIRE PROPERTIES, INC .
a Maryland corporation
Its general partner
By:
---------------------------
Name:
-------------------------
Title:
------------------------
S-6
{PAGE}
"OCEAN"
MAGUIRE PARTNERS-1733 OCEAN, LLC
a California limited liability
_____________
dt 175152
;
Maguire
As referenced in this Property Insurance Sharing Agreement [Amended and Restated]:
MAGUIRE
PROPERTIES, L.P. – INSURANCE SHARING AGREEMENT
THIS AMENDED AND RESTATED PROPERTY INSURANCE SHARING AGREEMENT (the
"AGREEMENT") is entered into as of _________, 2003 by and among MAGUIRE
PROPERTIES, L.P. , a Maryland limited partnership (the "OPERATING PARTNERSHIP");
NORTH TOWER, LLC, a Delaware limited liability company ("NORTH TOWER"); MAGUIRE
PARTNERS-355 S. GRAND,
_____________
MAGUIRE PROPERTIES, L.P. – IN WITNESS WHEREOF, the Partnerships have executed this Property Insurance
Sharing Agreement as of the day and year first above written.
"OPERATING PARTNERSHIP"
MAGUIRE PROPERTIES, L.P.
a Maryland limited partnership
By: MAGUIRE PROPERTIES, INC.
a Maryland corporation
Its General Partner
By:
---------------------------
Name:
-------------------------
Title:
------------------------
"NORTH TOWER"
NORTH TOWER, LLC
_____________
MAGUIRE PROPERTIES, L.P. – a Delaware business trust
Its sole member and manager
By:
---------------------------
Name:
-------------------------
Title:
------------------------
"CERRITOS"
MAGUIRE/CERRITOS I, LLC
a Delaware limited liability company
By: MAGUIRE PROPERTIES, L.P.
a Maryland limited partnership
Its Managing Member
By: MAGUIRE PROPERTIES, INC.
a Maryland corporation
Its general partner
By:
---------------------------
Name:
-------------------------
Title:
------------------------
S-6
{
_____________
dt 157722
;
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Revenue Sharing Agreement
Revenue Sharing Agreement (12K)
Doc #366952: Click preview link for longer preview.
REVENUE SHARING AGREEMENT
THIS REVENUE SHARING AGREEMENT (this "Agreement") made as of the 30th
day of September, 2001, by and among ADVOCAT INC., a Delaware corporation
("Advocat"), of 277 Mallory Station Road, Suite 130, Franklin, Tennessee 37067,
DIVERSICARE LEASING CORP., a Tennessee corporation ("DLC"), of 277 Mallory
Station Road, Suite 130, Franklin, Tennessee 37067, OMEGA HEALTHCARE INVESTORS,
INC., a Maryland corporation ("Omega"), of 900 Victors Way, Suite 350, Ann
Arbor, Michigan 48108, and OHI SUNSHINE, INC., a Florida corporation
("Sunshine"), of 900 Victors Way, Suite 350, Ann Arbor, Michigan 48108.
R E C I T A L S:
A. DLC is the current operator of the those two certain skilled-nursing
facilities commonly known as DeSoto Health Care Manor, Arcadia, Florida
("DeSoto"), and Leesburg Health Care Center, Leesburg, Florida ("Leesburg")
pursuant to that certain Florida Lease Agreement dated May 10, 1994 by and
between Counsel Nursing Properties, Inc., a Delaware corporation ("CNP") and
DLC.
B. Omega is the current mortgagee of both DeSoto and Leesburg.
C. Advocat, DLC, and Omega, among others, are parties to that certain
Settlement and Restructuring Agreement made as of October 1, 2000 (the
"Settlement Agreement"), whereby Advocat and DLC agreed, upon the satisfaction
of certain conditions, to cause the transfer of title from CNP to Omega, or its
designees, of both DeSoto and Leesburg.
D. Omega has elected to designate Sunshine, a wholly-owned subsidiary
of Omega, to take title to DeSoto and Leesburg when and if Phillip Castleberg,
or his related entities, has successfully completed the transfer of the
operating license from DLC to his related entities (the "New Operator"), and CNP
has agreed to transfer title to DeSoto and Leesburg to Sunshine in connection
with such transfer of the operations.
E. As contemplated in part by the Settlement Agreement, the parties
have agreed that after the contemplated transfer of DeSoto and Leesburg to
Sunshine, Advocat and Sunshine shall share all future net income and net sale
proceeds received from the operations, leasing and/or sale of DeSoto and
Leesburg by Sunshine and its respective affiliates as further set forth herein.
{PAGE}
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants contained herein, and for other good and valuable consideration, the
receipt and adequacy of which are acknowledged hereby, Advocat, DLC, Omega, and
Sunshine covenant and agree as follows:
A G R E E M E N T:
1. Revenue Sharing. From and after the date of the transfer of DeSoto
and/or Leesburg to Sunshine, all "Net Rental Revenue", "Net Income" and "Net
Sale Proceeds" received by Omega, Sunshine, or their respective affiliates from
the operations, leasing and/or sale of either DeSoto or Leesburg (each, a
"Facility"), shall be shared by Advocat and Sunshine as follows: (a) eighty
percent (80%) of all Net Rental Revenue, Net Income and Net Sale Proceeds shall
be paid to or retained by Sunshine, and (b) twenty percent (20%) of all Net
Rental Revenue, Net Income and Net Sale Proceeds shall be paid to or retained by
Advocat. As used herein, "Net Rental Revenue" shall mean any rental payments or
other sums received in connection with the leasing of a Facility, less
reasonable and prudent third-party expenses incurred in connection with the
leasing of such Facility, including, without limitation, all third-party costs
of collection or enforcement of the lease or to preserve or protect the
operation of the Facility as a licensed nursing home, reasonable legal fees,
insurance costs and real estate taxes, and less the costs of the acquisition of
such Facility, including reasonable attorneys fees and transfer or stamp taxes.
As used herein, "Net Income" shall mean any sums (other than Net Rental Revenue)
received in connection with the ownership or operation of a Facility, less all
expenses incurred in connection with and specifically related to the
acquisition, ownership or operation of such Facility, including, without
limitation, all reasonable and prudent operating costs, collection costs,
reasonable legal fees, insurance costs, real estate taxes, and transfer or stamp
taxes. As used herein, "Net Sale Proceeds" shall be the gross sale price from a
sale of a Facility by Sunshine, or its affiliated successors, to an unrelated
third-party, less (i) bona fide commissions payable to third-party brokers not
related to or affiliated with Advocat or Omega, and (ii) ordinary and customary
closing costs and expenses, including title insurance premiums, transfer or
stamp taxes, and property tax prorations.
2. Payment. Within ten (10) business days following the receipt by
Omega, Sunshine or any affiliate thereof of any Net Rental Revenue, Net Income
or Net Sale Proceeds, Omega shall cause twenty percent (20%) of such Net Rental
Revenue, Net Income or Net Sale Proceeds to be paid and delivered to Advocat.
Omega and/or Sunshine shall provide Advocat, on a semiannual basis, with a
written accounting of all Net Rental Revenue and Net Income received by Omega,
Sunshine or any affiliate thereof for the previous six (6) month period.
366952
|
Advocat
As referenced in this Revenue Sharing Agreement:
ADVOCAT INC – DESCRIPTION}REVENUE SHARING AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.125
REVENUE SHARING AGREEMENT
THIS REVENUE SHARING AGREEMENT (this "Agreement") made as of the 30th
day of September, 2001, by and among ADVOCAT INC ., a Delaware corporation
("Advocat"), of 277 Mallory Station Road, Suite 130, Franklin, Tennessee 37067,
DIVERSICARE LEASING CORP., a Tennessee corporation ("DLC"), of 277 Mallory
Station Road, Suite 130, Franklin,
_____________
ADVOCAT, INC – ADEQUATE OPPORTUNITY TO CONSULT WITH COUNSEL OF THEIR CHOICE.
IN WITNESS WHEREOF, the parties have executed this Agreement by their
duly authorized officers as of the date first written above.
ADVOCAT, INC ., a Delaware corporation
By: /s/ William R. Council, III
---------------------------
Name: William R. Council, III
------------------------
Its: Executive Vice President
--------------------------
4
{PAGE}
DIVERSICARE LEASING CORPORATION,
a Tennessee corporation
By: /s/ William
_____________
dt 1475552
;
|
Omega Healthcare
As referenced in this Revenue Sharing Agreement:
OMEGA HEALTHCARE INVESTORS,
INC – Delaware corporation
("Advocat"), of 277 Mallory Station Road, Suite 130, Franklin, Tennessee 37067,
DIVERSICARE LEASING CORP., a Tennessee corporation ("DLC"), of 277 Mallory
Station Road, Suite 130, Franklin, Tennessee 37067, OMEGA HEALTHCARE INVESTORS,
INC ., a Maryland corporation ("Omega"), of 900 Victors Way, Suite 350, Ann
Arbor, Michigan 48108, and OHI SUNSHINE, INC., a Florida corporation
("Sunshine"), of 900 Victors Way, Suite 350, Ann
_____________
OMEGA HEALTHCARE INVESTORS, INC – R. Council, III
------------------------
Its: Executive Vice President
--------------------------
4
{PAGE}
DIVERSICARE LEASING CORPORATION,
a Tennessee corporation
By: /s/ William R. Council, III
---------------------------
Name: William R. Council, III
-----------------------
Its: Executive Vice President
------------------------
OMEGA HEALTHCARE INVESTORS, INC .,
a Maryland corporation
By: /s/ Scott Kellman
-----------------
Name: Scott Kellman
-------------
Its: Chief Operation Officer
-----------------------
OHI SUNSHINE, INC., a Florida corporation
By: /s/ Scott Kellman
-----------------
Name: Scott Kellman
-------------
Its: Chief
_____________
dt 1400194
|
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Overhead Sharing Agreement
Overhead Sharing Agreement (6K)
Doc #372086: Click preview link for longer preview.
OVERHEAD SHARING AGREEMENT
THIS OVERHEAD SHARING AGREEMENT ("Agreement") is made and effective as
of the __ day of _____ 2002, by and between Windrose Medical Properties, L.P., a
Virginia limited partnership (the "REIT"), and Klipsch Audio, Inc., a __________
corporation ("KAI").
RECITALS
WHEREAS, KAI wishes to provide to the REIT and the REIT wishes to
obtain from KAI certain office facilities and administrative services as herein
described.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, it is hereby agreed as follows:
1. OFFICE FACILITIES AND ADMINISTRATIVE SERVICES.
(a) On the terms set forth herein, KAI agrees to make
available to the REIT (i) office space and related storage and common
area space at KAI's offices located at 3502 Woodview Trace,
Indianapolis, Indiana including the space currently utilized by Fred S.
Klipsch and Frederick L. Farrar; (ii) office equipment and services,
including record retention and photocopy facilities, and telephone,
facsimile and computer equipment; (iii) other administrative services,
including receptionist, secretarial support, mailroom and other office
support, and (iv) such other administrative services as the REIT may
reasonably request (the foregoing being collectively referred to as the
"Administrative Services").
(b) In exchange for KAI providing the Administrative
Services to the REIT, the REIT agrees to pay KAI a monthly fee of
$17,500.
2. TERM. The term of this Agreement shall continue for a term of
one year from the date hereof and thereafter until terminated by either party
upon 30 days' prior written notice to the other party. In addition, either party
may terminate this Agreement immediately upon written notice to the other party
if such other party fails to comply with the obligations imposed upon it
hereunder.
3. NOTICES. All notices, demands, waivers, and other
communications required or permitted by this Agreement shall in each case be in
writing (whether or not a writing is expressly required hereby), and shall be
deemed to have been given if and when personally delivered or sent by certified
mail, return receipt requested, postage prepaid, or by facsimile to the address
described in Section 1(a) or to such other address as a party may hereafter
designate for itself by notice to the other party.
372086
|
Windrose Medical
As referenced in this Overhead Sharing Agreement:
Windrose Medical Properties, L.P. – SHARING AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.3
OVERHEAD SHARING AGREEMENT
THIS OVERHEAD SHARING AGREEMENT ("Agreement") is made and effective as
of the __ day of _____ 2002, by and between Windrose Medical Properties, L.P. , a
Virginia limited partnership (the "REIT"), and Klipsch Audio, Inc., a __________
corporation ("KAI").
RECITALS
WHEREAS, KAI wishes to provide to the REIT and the REIT wishes to
obtain
_____________
WINDROSE MEDICAL PROPERTIES, L.P. – WITNESS WHEREOF, each of the REIT and KAI has caused this
Agreement to be executed by its duly authorized officer or representative as of
the date first set forth above.
WINDROSE MEDICAL PROPERTIES, L.P.
By: Windrose Medical Properties Trust,
general partner
By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------
KLIPSCH AUDIO, INC.
By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------
3
{/TEXT}
{/DOCUMENT}
_____________
dt 1466312
;
|
Windrose Medical
As referenced in this Overhead Sharing Agreement:
Windrose Medical Properties Trust, – and KAI has caused this
Agreement to be executed by its duly authorized officer or representative as of
the date first set forth above.
WINDROSE MEDICAL PROPERTIES, L.P.
By: Windrose Medical Properties Trust,
general partner
By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------
KLIPSCH AUDIO, INC.
By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------
3
{/TEXT}
{/DOCUMENT}
_____________
dt 1338461
|
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| 2006 |
Time Sharing Agreement
Time Sharing Agreement (10K)
Doc #2256772: Click preview link for longer preview.
TIME SHARING AGREEMENT
This Time Sharing Agreement (the �Agreement�), is entered into effective 15th day of July, 2006, by and between Affordable Residential Communities Inc. in it�s capacity as the sole general partner of Affordable Residential Communities LP, a Delaware limited partnership (�Operator�), and Larry Willard, an individual (�User�);
WITNESSETH, that
WHEREAS, Operator leases that certain Dassault-Breguet Falcon 10 aircraft, manufacturer�s serial number 130, bearing the United States Registration Number N454DP (the �Aircraft�);
WHEREAS, Operator contracts for the . . .
2256772
|
ARC
As referenced in this Time Sharing Agreement:
Affordable Residential Communities – 2 a06-16356_1ex10d1.htm EX-10
Exhibit 10.1
TIME SHARING AGREEMENT
This Time Sharing Agreement (the ?Agreement?), is entered into effective 15th day of July, 2006, by and between Affordable Residential Communities Inc. in it?s capacity as the sole general partner of Affordable Residential Communities LP, a Delaware limited partnership (?Operator?), and Larry Willard, an individual (?User?);
WITNESSETH, that
WHEREAS, Operator
_____________
Affordable Residential Communities – Sharing Agreement (the ?Agreement?), is entered into effective 15th day of July, 2006, by and between Affordable Residential Communities Inc. in it?s capacity as the sole general partner of Affordable Residential Communities LP, a Delaware limited partnership (?Operator?), and Larry Willard, an individual (?User?);
WITNESSETH, that
WHEREAS, Operator leases that certain Dassault-Breguet Falcon 10 aircraft, manufacturer?s serial number 130, bearing
_____________
AFFORDABLE RESIDENTIAL COMMUNITIES – year first above written.
The persons signing below warrant their authority to sign.
TRUTH IN LEASING STATEMENT UNDER SECTION 91.23 (FORMERLY 91.54) OF THE FEDERAL AVIATION REGULATIONS.
(A) AFFORDABLE RESIDENTIAL COMMUNITIES LP (?OPERATOR?) HEREBY CERTIFIES THAT THE AIRCRAFT HAS BEEN INSPECTED AND MAINTAINED WITHIN THE 12 MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT IN ACCORDANCE WITH THE PROVISIONS OF FAR
_____________
AFFORDABLE RESIDENTIAL COMMUNITIES – PERIOD PRECEDING THE DATE OF THIS AGREEMENT IN ACCORDANCE WITH THE PROVISIONS OF FAR PART 91 AND ALL APPLICABLE REQUIREMENTS FOR THE MAINTENANCE AND INSPECTION THEREUNDER HAVE BEEN MET.
(B) AFFORDABLE RESIDENTIAL COMMUNITIES LP (?OPERATOR?) AGREES, CERTIFIES AND KNOWINGLY ACKNOWLEDGES THAT WHEN THE AIRCRAFT IS OPERATED UNDER THIS AGREEMENT, IT SHALL BE KNOWN AS, CONSIDERED, AND SHALL IN FACT BE THE OPERATOR OF
_____________
Affordable Residential
Communities – CITY, OKLAHOMA, 73125, WITHIN 24 HOURS OF ITS EXECUTION, AS PROVIDED BY FAR 91.23(c)(1).
Operator:
Affordable Residential
User:
/s/Larry D. Willard
Communities LP
LARRY WILLARD
By: Affordable Residential
Communities Inc.
Its: Sole General Partner
By:
/s/Scott L. Gesell
Name:
Scott L. Gesell
Title:
Executive Vice President
A copy of this Agreement must be carried in the Aircraft while
_____________
dt 1804405
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| 2006 |
Time Sharing Agreement
Time Sharing Agreement (10K)
Doc #2256773: Click preview link for longer preview.
TIME SHARING AGREEMENT
This Time Sharing Agreement (the �Agreement�), is entered into effective the 15th day of July, 2006, by and between Affordable Residential Communities Inc. in it�s capacity as the sole general partner of Affordable Residential Communities LP, a Delaware limited partnership (�Operator�), and James F. Kimsey, an individual (�User�);
WITNESSETH, that
WHEREAS, Operator leases that certain Dassault-Breguet Falcon 10 aircraft, manufacturer�s serial number 130, bearing the United States Registration Number N454DP (the �Aircraft�);
WHEREAS, Operator contracts for the . . .
2256773
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ARC
As referenced in this Time Sharing Agreement:
Affordable Residential Communities – a06-16356_1ex10d2.htm EX-10
Exhibit 10.2
TIME SHARING AGREEMENT
This Time Sharing Agreement (the ?Agreement?), is entered into effective the 15th day of July, 2006, by and between Affordable Residential Communities Inc. in it?s capacity as the sole general partner of Affordable Residential Communities LP, a Delaware limited partnership (?Operator?), and James F. Kimsey, an individual (?User?);
WITNESSETH, that
WHEREAS,
_____________
Affordable Residential Communities – Agreement (the ?Agreement?), is entered into effective the 15th day of July, 2006, by and between Affordable Residential Communities Inc. in it?s capacity as the sole general partner of Affordable Residential Communities LP, a Delaware limited partnership (?Operator?), and James F. Kimsey, an individual (?User?);
WITNESSETH, that
WHEREAS, Operator leases that certain Dassault-Breguet Falcon 10 aircraft, manufacturer?s serial number 130,
_____________
AFFORDABLE RESIDENTIAL COMMUNITIES – year first above written.
The persons signing below warrant their authority to sign.
TRUTH IN LEASING STATEMENT UNDER SECTION 91.23 (FORMERLY 91.54) OF THE FEDERAL AVIATION REGULATIONS.
(A) AFFORDABLE RESIDENTIAL COMMUNITIES LP (?OPERATOR?) HEREBY CERTIFIES THAT THE AIRCRAFT HAS BEEN INSPECTED AND MAINTAINED WITHIN THE 12 MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT IN ACCORDANCE WITH THE PROVISIONS OF FAR
_____________
AFFORDABLE RESIDENTIAL COMMUNITIES – PERIOD PRECEDING THE DATE OF THIS AGREEMENT IN ACCORDANCE WITH THE PROVISIONS OF FAR PART 91 AND ALL APPLICABLE REQUIREMENTS FOR THE MAINTENANCE AND INSPECTION THEREUNDER HAVE BEEN MET.
(B) AFFORDABLE RESIDENTIAL COMMUNITIES LP (?OPERATOR?) AGREES, CERTIFIES AND KNOWINGLY ACKNOWLEDGES THAT WHEN THE AIRCRAFT IS OPERATED UNDER THIS AGREEMENT, IT SHALL BE KNOWN AS, CONSIDERED, AND SHALL IN FACT BE THE OPERATOR OF
_____________
Affordable Residential
Communities – OKLAHOMA, 73125, WITHIN 24 HOURS OF ITS EXECUTION, AS PROVIDED BY FAR 91.23(c)(1).
Operator:
Affordable Residential
User:
/s/James F. Kimsey
Communities LP
JAMES F. KIMSEY
By: Affordable Residential
Communities Inc.
Its: Sole General Partner
By:
/s/Scott L. Gesell
Name:
Scott L. Gesell
Title:
Executive Vice President
A copy of this Agreement must be carried in the Aircraft while
_____________
dt 1804406
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