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EXHIBIT 10.13
AGREEMENT
Agreement (this "Agreement") made this 7th day of July, 1997
by and between DRM THIRTEEN REALTY CORPORATION, a Delaware corporation, DRM
THIRTY-THREE REALTY CORPORATION, an Alabama corporation, DRM THIRTY-TWO REALTY
CORPORATION, an Alabama corporation, DRM TWENTY-FIVE REALTY CORPORATION, a
Delaware corporation, DRM TWENTY-FOUR REALTY CORPORATION, a Delaware
corporation, DRM EIGHTEEN REALTY CORPORATION, a Delaware corporation, DRM FOUR
REALTY CORPORATION, a Delaware corporation, DRM TWENTY-TWO REALTY CORPORATION, a
Delaware corporation, DRM SEVENTEEN REALTY CORPORATION, a Delaware corporation,
DRM SIX REALTY CORPORATION, a Delaware corporation, DRM FOURTEEN REALTY
CORPORATION, a Delaware corporation, KINGSPORT ASSOCIATES LIMITED PARTNERSHIP, a
Delaware limited partnership, all having an address c/o DRA Advisors, Inc., 1180
Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000 (individually and collectively,
"Seller") and RAMCO-XXXXXXXXXX PROPERTIES, L.P., a Delaware limited partnership
having an address at 00000 Xxxxxxxxxxxx Xxxxxxx (Xxxxx 000) Xxxxxxxxxx, Xxxxxxxx
00000 ("Purchaser").
W I T N E S S E T H :
WHEREAS, each Seller has entered into one or more contracts of
sale (each a "Contract" and collectively the "Contracts") each dated July 7,
1997 with Purchaser with respect to each Property referred to in the Contracts
(collectively, the "Properties"); and
WHEREAS, Seller and Purchaser desire to supplement the terms
and provisions of the Contracts as herein provided.
NOW THEREFORE, the parties agree as follows:
1. Except as otherwise defined, all capitalized terms used
herein shall have the same meanings ascribed to them in the Contracts.
2. In addition to any rights of Seller under the Contracts to
adjourn the Closing, Seller shall have the right to adjourn the Closing under
one or more of the Contracts to such date as would allow the Closing under all
of the Contracts to occur simultaneously. The preceding sentence
notwithstanding, if Seller adjourns the Closing under (a) the Contract relating
to Highland Square, Crossville, Tennessee ("Crossville") pursuant to Section
4(c)(ii) thereof to satisfy the Existing Mortgage thereunder or (b) any Contract
pursuant to Sections 6(d)(iii) or 12(c) for more than sixty (60) days, Seller
shall not be entitled, solely by reason thereof, to adjourn the Closing under
the other Contracts.
3. A default under any Contract or under this Agreement shall
be deemed a default under all of the Contracts.
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4. (a) Except as provided in subparagraph (b) below, upon
election by Purchaser or Seller to cancel or terminate a Contract for any reason
whatsoever (including, but not limited to, pursuant to Sections 18, 19, 25, 26
or 28 thereunder) Seller may elect, for any or no reason whatsoever, to cancel
all of the Contracts. Seller shall make such election by notice to Purchaser
within fifteen (15) business days after (i) receipt of Purchaser's notice of
canecellation or termination or (ii) giving Seller's notice of cancellation or
termination. If Seller elects to cancel all of the Contracts, Seller shall
reimburse Purchaser for its actual out-of-pocket expenses incurred in procuring
environmental and engineering reports for each Property, not to exceed $6,500.00
per Property, provided that Purchaser delivers to Seller true and complete
copies of the reports for which reimbursement is being requested together with a
certification from each of the consultants or contractors who prepared the
report stating that Seller may rely on the contents of the reports. Seller shall
have no reimbursement obligation if any Contract is cancelled pursuant to
Section 28 thereof or by reason of a default of Purchaser.
(b) Notwithstanding the provisions of subparagraph
(a) above, Seller shall not have the right to elect that Purchaser be deemed to
cancel all of the Contracts if Purchaser elects after the expiration of
Purchaser's Due Diligence Period to cancel a Contract solely by reason of the
provisions of Section 6(d)(ii) or Section 12 thereof.
5. Except with respect to the Existing Mortgage affecting
Crossville, Purchaser may elect, by notice given to Seller on or before August
1, 1997, that Seller discharge any Existing Mortgage which was otherwise
contemplated by a Contract to continue to encumber a Property. Such election by
Purchaser shall be irrevocable.
6. Notwithstanding the provisions of Sections 8, 18 and 25 of
the Contracts each reference to the sum of (a) $100,000 in Section 8, (b) the
Maximum Title Expense in Section 18 and (c) the Maximum Representation Expense
in Section 25, shall be deemed to be a reference to an aggregate amount with
respect to all of the Contracts and all of the Properties. For example, if the
sum of money required to remove a Non-Permitted Title Objection under Section
18(c) of a Contract exceeds the Maximum Title Expense (viz. $250,000) Seller
shall have no obligation to remove any Non-Permitted Title Objection pursuant to
Section 18(c) of any other Contract.
7. Any assignment permitted under Section 21 of the Contract
shall be conditioned upon (a) the simultaneous assignment of all Contracts and
this Agreement to the same Assignee and (b) the assumption by said Assignee of
all obligations of Purchaser under the Contracts and this Agreement. Except as
permitted pursuant to Section 21 of the Contract, this Agreement may not be
assigned by Purchaser without the prior written consent of Seller.
8. The Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and permitted
assigns.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement the day and year first above written.
SELLER:
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Fed ID No.: DRM THIRTEEN REALTY CORPORATION, a Delaware
corporation
00-0000000
By /s/ Authorized Signature
----------------------------
Name:
Title:
Fed ID No.: DRM THIRTY-THREE REALTY CORPORATION, an
Alabama corporation
00-0000000
By /s/ Authorized Signature
----------------------------
Name:
Title:
Fed ID No.: DRM THIRTY-TWO REALTY CORPORATION, an
Alabama corporation
00-0000000
By /s/ Authorized Signature
----------------------------
Name:
Title:
Fed ID No.: DRM TWENTY-FIVE REALTY CORPORATION, a
Delaware corporation
00-0000000
By /s/ Authorized Signature
----------------------------
Name:
Title:
Fed ID No.: DRM TWENTY-FOUR REALTY CORPORATION, a
Delaware corporation
00-0000000
By /s/ Authorized Signature
----------------------------
Name:
Title:
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Fed ID No.: DRM EIGHTEEN REALTY CORPORATION, a Delaware
corporation
00-0000000
By /s/ Authorized Signature
-----------------------------
Name:
Title:
Fed ID No.: DRM FOUR REALTY CORPORATION, a Delaware
corporation
00-0000000
By /s/ Authorized Signature
-----------------------------
Name:
Title:
Fed ID No.: DRM TWENTY-TWO REALTY CORPORATION, a
Delaware corporation
00-0000000
By /s/ Authorized Signature
-----------------------------
Name:
Title:
Fed ID No.: DRM SEVENTEEN REALTY CORPORATION, a
Delaware corporation
00-0000000
By /s/ Authorized Signature
-----------------------------
Name:
Title:
Fed ID No.: DRM SIX REALTY CORPORATION, a Delaware
corporation
00-0000000
By /s/ Authorized Signature
-----------------------------
Name:
Title:
Fed ID No.: DRM FOURTEEN REALTY CORPORATION, a Delaware
corporation
00-0000000
By /s/ Authorized Signature
-----------------------------
Name:
Title:
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Fed ID No.: KINGSPORT ASSOCIATES LIMITED PARTNERSHIP,
a Delaware limited partnership
00-0000000
By: DRM THIRTY-FOUR REALTY CORPORATION,
a Delaware Corporation
By /s/ Authorized Signature
--------------------------------
Name:
Title:
PURCHASER:
Fed ID No.: RAMCO-XXXXXXXXXX PROPERTIES, L.P.
By: RAMCO-XXXXXXXXXX PROPERTIES TRUST,
a Massachusetts Business Trust
By /s/ Authorized Signature
--------------------------------
Name:
Title:
ESCROWEE:
XXXXXX XXXXXXXXXX LLP
BY /s/ Authorized Signature
--------------------------------
Name:
Title:
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