EXHIBIT 2.2
AGREEMENT BETWEEN
SCHONATH, KESTLY, BANDO & XxXXXXXXXX, INC.
AND BANDO XxXXXXXXXX SMALL
BUSINESS LENDING CORPORATION
THIS AGREEMENT made as of this 13th day of July, 1998 between SCHONATH,
KESTLY, BANDO & XxXXXXXXXX, INC., a Wisconsin corporation ("SKBM") and BANDO
XxXXXXXXXX SMALL BUSINESS LENDING CORPORATION ("BMSBLC").
W I T N E S S E T H :
WHEREAS, SKBM is a party to a certain Advisory Agreement (the "Advisory
Agreement"), dated the 28th day of April, 1986, whereby SKBM was engaged to
manage the investments of Bishops Wood I, a Real Estate Investment Corporation
(now known as Bando XxXxxxxxxx Real Estate Investment Corporation ("BMREIC"))
for certain management fees described therein; and
WHEREAS, BMREIC is to be merged into BMSBLC pursuant to an Agreement
and Plan of Merger, dated April 1, 1998 (such merger being herein called the
"Merger"); and
WHEREAS, the parties hereto wish to provide for the purchase of all
SKBM's rights under the Advisory Agreement by BMSBLC upon the terms and
conditions specified herein.
NOW, THEREFORE, in consideration of the premises and of the
consideration provided for herein, the parties hereto do hereby agree as
follows:
1. PURCHASE AND SALE.
Subject to the conditions herein specified, SKBM hereby agrees to sell
to BMSBLC, and BMSBLC hereby agrees to purchase from SKBM, all of SKBM's right,
title and interest under the Advisory Agreement for a total purchase price of
$555,379, payable in cash.
2. CONDITIONS TO PURCHASE.
The obligation of BMSBLC to consummate the purchase provided for in
Section 1 hereof is subject to the conditions that (i) the Merger be made
effective; (ii) the Board of Directors of BMSBLC approve such purchase; and
(iii) that all approvals of such transaction from lenders to BMSBLC shall have
been obtained.
3. CLOSING.
Immediately after the satisfaction of the conditions provided for in
Section 2, SKBM shall execute and deliver an assignment to BMSBLC of all its
rights under the Advisory Agreement and BMSBLC shall deliver its check to SKBM
for the purchase price.
Dated as of the date first above written.
SCHONATH, KESTLY BANDO &
XxXXXXXXXX, INC.
By: /s/
President
BANDO XxXXXXXXXX SMALL
BUSINESS LENDING CORPORATION
By: /s/
President
