EXHIBIT 10
Glimcher Realty Trust
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
March 11, 1996
Retail Property Investors, Inc.
PaineWebber Retail Property Investors, Ltd.
PaineWebber Retail Property Investments
Joint Venture
PaineWebber College Plaza, L.P.
PaineWebber Xxxxxx Xxxxx, L.P.
c/o PaineWebber Properties Incorporated
000 Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
RE: Purchase and Sale Agreement
---------------------------
Gentlemen:
Reference is made to the Purchase and Sale Agreement among
us dated as of the date hereof (the "Sale Agreement"). All
initially capitalized terms used herein shall have the
meanings set forth in the Sale Agreement.
1. Indebtedness. The Sale Agreement provides that
the sale of the Properties will be subject to the Assumed
Indebtedness. Notwithstanding the provisions of the Sale
Agreement to the contrary, (a) in the event that the holder
of any Assumed Indebtedness requires that Purchaser assume
such Assumed Indebtedness as a condition to such holder's
consent to the transactions contemplated by the Sale
Agreement, Purchaser will, as of the Escrow Closing Date,
assume such Assumed Indebtedness if the Closing occurs and
(b) notwithstanding the provisions of Sections 8.7 and
10.2(d) of the Sale Agreement, neither Sellers nor Purchaser
shall have the right to terminate the Sale Agreement by
reason of the unwillingness of any such holder of Assumed
Indebtedness to release the applicable Seller (or any other
obligor or guarantor thereunder) from the obligations under
such Assumed Indebtedness and (c) if the holder of any
Assumed Indebtedness does not so release the applicable
Seller (or any other obligor or guarantor thereunder),
Purchaser shall, if the Closing occurs, as of the Escrow
Closing Date (x) assume such Assumed Indebtedness and (y)
indemnify, defend and hold the Sellers (and any other obligor
or guarantor thereunder) harmless from and against any and
all claims, losses, demands or causes of action arising under
the Assumed Indebtedness. Sellers shall retain the ability
to terminate the Sale Agreement if the holder of any Assumed
Indebtedness asserts any claims or makes any additional
demands or imposes any additional conditions on Sellers
which, in Sellers' reasonable business judgment would prevent
any Seller from liquidating or require Sellers to maintain or
increase reserves upon liquidation.
In the event the Existing Indebtedness with respect to
Aviation Plaza or Crossing Xxxxxxx is not assumable, such
Existing Indebtedness shall automatically become Prepaid
Indebtedness and Schedules 2a and 2p shall be deemed to be
automatically revised accordingly. Purchaser has the right
to cause any Assumed Indebtedness to be Prepaid Indebtedness
and any Prepaid Indebtedness to be Assumed Indebtedness (and
Schedules 2a and 2p shall be deemed to be automatically
revised accordingly).
2. Claims by Sellers. In the event claims,
demands, suits or legal proceedings instituted by any of the
Sellers are not resolved prior to the Escrow Closing Date (i)
the Sellers shall continue the prosecution thereof and shall
receive any awards or benefits resulting from the resolution
of such claim, demand, suit or legal proceeding if the
Sellers have substantially corrected the problem which is the
basis of such claim by the Escrow Closing Date; and (ii) the
Purchaser may assume the prosecution thereof and shall
receive any awards or benefits resulting from the resolution
of such claim, demand, suit or legal proceeding if the
Sellers have not substantially corrected the problem which is
the basis of such claim by the Escrow Closing Date. In the
event claims, demands, suits or legal proceeding instituted
by any of the Sellers are not resolved prior to the Closing
Date, Sellers shall cooperate with Purchaser to substitute
Purchaser as plaintiff in actions listed in clause (ii) in
the preceding sentence within a reasonable period of time
after the Closing Date.
3. Closing Escrow Agreement. During the Study
Period, Purchaser and Sellers agree to endeavor to cause
Closing Escrow Agent to execute the Closing Escrow Agreement
and to negotiate in good faith any changes thereto required
by Closing Escrow Agent.
4. Termination of Management Agreements. The
obligation of Purchaser to consummate the transactions to be
performed by it in connection with the Escrow Closing is
subject to Sellers having terminated all managers of the
Projects.
5. Covenant Regarding Encumbrances. From and after
the date hereof, Sellers hereby covenant and agree not to
voluntarily encumber the Projects (specifically excluding
leases permitted under the Sale Agreement and revisions to
Existing Indebtedness permitted under the Sale Agreement);
provided, however, that the Sellers may voluntarily encumber
any Project during the Study Period with the consent of the
Purchaser or if such encumbrance is removed on or before the
Escrow Closing Date.
6. Mechanic's Liens and Title. Sellers hereby
agree to discharge, bond over or provide other affirmative
title coverage for any mechanics' liens or other
materialmens' liens disclosed in the schedules to the Sale
Agreement or which appear of record on or before the Escrow
Closing Date. Notwithstanding the provisions of the Sale
Agreement to the contrary, (a) Sellers shall not be required
to give a gap indemnification to the title company, and (b)
Sellers (or, if Sellers have liquidated or are not able to
meet their financial obligations, PaineWebber) hereby agree
to indemnify, defend and hold Purchaser harmless from and
against any damages, liabilities, losses, taxes, fines,
penalties, costs and expenses (including, without limitation,
reasonable fees of counsel) incurred by Purchaser as a result
of (i) matters appearing of record after the Escrow Closing
Date which arose prior to the Escrow Closing Date and are not
related to matters for which the Purchaser is responsible
under the Sale Agreement, and/or (ii) matters appearing of
record after the Escrow Closing Date but before the Closing
Date regardless of when they arose which are not (A) related
to the Projects or (B) Purchaser's responsibility under the
Sale Agreement. The indemnification set forth in the
previous sentence is subject to the provisions of Sections
6.4 and 6.5 of the Sale Agreement as if the indemnification
arose under Section 6.3 of the Sale Agreement with all such
Sections applying to Sellers and PaineWebber (mutatis
mutandis where necessary).
Very truly yours,
GLIMCHER REALTY TRUST
By: /s/ Xxxxxxx Xxxxxxxx
-------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Chairman
AGREED TO AND ACKNOWLEDGED BY:
RETAIL PROPERTY INVESTORS, INC.
By: /s/ Xxxxxxxx X. Xxxxx
----------------------
Name: Xxxxxxxx X. Xxxxx
Title: Chief Executive Officer
and President
PAINEWEBBER RETAIL PROPERTY
INVESTMENTS, LTD.
By: Retail Property Investors, Inc.,
General Partner
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Chief Executive Officer
and President
PAINEWEBBER RETAIL PROPERTY
INVESTMENTS JOINT VENTURE
By: Retail Property Investors, Inc.,
a Venturer thereof
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Chief Executive Officer
and President
By: PaineWebber Properties Incorporated,
a Venturer thereof
By:/s/ Xxxxxxxx X. Xxxxx
--------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Chief Executive Officer
and President
PAINEWEBBER COLLEGE PLAZA, L.P.
By: Retail Property Investors, Inc.,
General Partner
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Chief Executive Officer
and President
PAINEWEBBER XXXXXX XXXXX, L.P.
By: Retail Property Investors, Inc.,
General Partner
By: /s/ Xxxxxxxx X. Xxxxx
------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Chief Executive Officer
and President
The provisions of paragraph 6 above are hereby
acknowledged and agreed to:
PAINEWEBBER INCORPORATED
By:/s/ Xxxxxxxx X. Xxxxxxx
------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Managing Director
Retail Property Investors, Inc.
PaineWebber Retail Property Investors, Ltd.
PaineWebber Retail Property Investments Joint Venture
PaineWebber College Plaza, L.P.
PaineWebber Xxxxxx Xxxxx, L.P.
c/o PaineWebber Properties Incorporated
000 Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
May 12, 1996
BY HAND
Glimcher Realty Trust
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
Attn: Xxxxxxx Xxxxxxxx, Chairman
and Xxxx X. Xxxxxxxx
and
Lawyers Title Insurance Corporation
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx Xxxxxxx, Esq.
RE: Extension under that certain Purchase and Sale Agreement
(the "Sale Agreement") dated as of March 11, 1996 by and
among Retail Property Investors, Inc., et al
(collectively, the "Sellers") and Glimcher Realty Trust
(the "Purchaser")
Ladies and Gentlemen:
Reference is made to (a) the Sale Agreement and (b) that
certain Deposit Escrow Agreement (the "Deposit Escrow Agent")
dated as of March 11, 1996 by and among the Sellers, Purchaser and
Lawyers Title Insurance Corporation (the "Deposit Escrow Agent").
All initially capitalized terms used herein shall have the
meanings set forth in the Sale Agreement.
The Study Period expired at 5:00 pm on May 10, 1996. The
Purchaser has given certain Notices of Material Concern with
regard to (i) certain debt related matters, (ii) certain lease and
revenue related matters and (iii) certain structural related
matters (collectively, the "Material Concerns"). Sellers and
Purchaser are in the process of attempting to resolve the Material
Concerns.
Under the terms of the Sale Agreement, unless all Material
Concerns are resolved by 10:00 am on the Business Day following
the expiration of the Study Period, the Sale Agreement terminates.
Purchaser and Sellers desire to attempt to resolve the material
concerns. Sellers and Purchaser hereby acknowledge and agree that
the execution and delivery of this extension does not waive any
claims which any party may have against the other whether or not
such claim arose prior to the execution of this extension.
Purchaser and Sellers hereby agree to delete the first
sentence of Section 9.1 of the Sale Agreement and replace the
following therefor: (changes from Sale Agreement shown in italics)
Subject to the terms of this Agreement, Sellers and the
Purchaser have agreed to close the purchase and sale of the
Properties in escrow (the "Escrow Closing") at the offices of
Xxxxxxx, Procter & Xxxx, Exchange Place, Boston, MA (or such
other place as may be mutually agreed to by Sellers and
Purchaser) at 5:00 pm Boston time on the Second (2nd)
Business Day following the expiration of the Study Period
(the "Escrow Closing Date"), or such other date and time as
may be mutually agreed upon in writing by Sellers and
Purchaser; provided, however, that if all Material Concerns
have been resolved on or before the Escrow Closing Date,
Sellers and Purchaser shall each have the right to one
extension of the date on which the Escrow Closing will occur
without cost or penalty for a period of up to five (5)
Business Days by notice to the other for the exclusive
purpose of satisfying the conditions contained in
Sections 10.1 and 10.2 below.
Sellers and Purchaser hereby agree to amend Section 16 of the
Sale Agreement and Section 7 of the Deposit Escrow Agreement to
include delivery of notices by facsimile if sent to the addressee
at the number indicated below and also concurrently sent by one of
the methods listed in Section 16 of the Sale Agreement and Section
7 of the Deposit Escrow Agreement, respectively:
If to Purchaser: Attn: Xxxxxxx Xxxxxxxx and Xxxx Xxxxxxxx (614)
621-9321
If to Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx & Xxxxxx LLP: Attn: Xxxx
Xxxxxx (000) 000-0000
If to Sellers: Attn: Xxxxxxxx X. Xxxxx (000) 000-0000
If to Xxxxxxx, Procter & Xxxx: Attn: Xxxxxxx X. Xxxxx, P.C. (617)
523-1231
If to Xxxxxxxx & Xxxxx: Attn: Xxxxxx Xxxxx (000) 000-0000
If to PaineWebber: Attn: Xxxxxxxx Xxxxxxx (000) 000-0000
If to Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx: Attn: Xxxx Xxxxxx
(000) 000-0000
Except as expressly modified herein the Sale Agreement and
the Deposit Escrow Agreement are hereby ratified and confirmed in
all respects.
This letter agreement is executed as an instrument under seal
in one or more counterparts, each of which shall be deemed to be
an original and all of which shall constitute one and the same
instrument.
RETAIL PROPERTY INVESTORS, INC.
By: /s/ Xxxxxxxx X. Xxxxx
----------------------
Name: Xxxxxxxx X. Xxxxx
Title: Chief Executive Officer and President
PAINEWEBBER RETAIL PROPERTY
INVESTMENTS, LTD.
By: Retail Property Investors, Inc.,
General Partner
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Chief Executive Officer and President
PAINEWEBBER RETAIL PROPERTY
INVESTMENTS JOINT VENTURE
By: Retail Property Investors, Inc.,
a Venturer thereof
By: /s/ Xxxxxxxx X. Xxxxx
------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Chief Executive Officer and President
By: PaineWebber Properties Incorporated,
a Venturer thereof
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Chief Executive Officer and President
PAINEWEBBER COLLEGE PLAZA, L.P.
By: Retail Property Investors, Inc.,
General Partner
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Chief Executive Officer and President
PAINEWEBBER XXXXXX XXXXX, L.P.
By: Retail Property Investors, Inc.,
General Partner
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Chief Executive Officer and President
Acknowledged and agreed to:
PAINEWEBBER INCORPORATED
By:/s/ Xxxxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Managing Director
Acknowledged and agreed to:
GLIMCHER REALTY TRUST
By:/s/ Xxxxxxx Xxxxxxxx
------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Chairman
Glimcher Realty Trust
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
As of May 14, 1996
Retail Property Investors, Inc.
PaineWebber Retail Property Investors, Ltd.
PaineWebber Retail Property Investments
Joint Venture
PaineWebber College Plaza, L.P.
PaineWebber Xxxxxx Xxxxx, L.P.
c/o PaineWebber Properties Incorporated
000 Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Re: Amendment to Purchase and Sale Agreement (the "Sale
Agreement") dated as of March 11, 1996 by and among
Retail Property Investors, Inc., et al (collectively,
the "Sellers") and Glimcher Realty Trust (the
"Purchaser")
Gentlemen:
Reference is made to (a) the Sale Agreement and (b) that
certain Deposit Escrow Agreement (the "Deposit Escrow Agent")
dated as of March 11, 1996 by and among the Sellers, Purchaser and
Lawyers Title Insurance Corporation (the "Deposit Escrow Agent").
All initially capitalized terms used herein shall have the
meanings set forth in the Sale Agreement.
The Study Period expired at 5:00 pm on May 10, 1996. The
Purchaser has given certain Notices of Material Concern with
regard to (i) certain debt related matters, (ii) certain lease and
revenue related matters (including issues related to tenant
estoppel certificates) and (iii) certain structural related
matters (collectively, the "Material Concerns"). Sellers and
Purchaser extended to May 14, 1996 the Escrow Closing Date
pursuant to that certain letter agreement dated May 12, 1996. In
consideration of the resolution of the Material Concerns, Sellers
and Purchaser have agreed to amend the Sale Agreement on the terms
and conditions herein contained.
Sellers and Purchaser have agreed that for purposes of
raising Material Concerns and for calculating "Cash Flow" during
the "Initial Term" (as such terms are defined in the Management
Agreement) of the Management Agreement, the Escrow Closing Date
shall be deemed to be May 14, 1996.
Schedules 2(a) and 2(p) to the Sale Agreement are hereby
deleted and Schedules 2(a.1) and 2(p.1) attached hereto are
replaced therefor.
Schedule 3.2 and the first and second sentences of Section
3.2 of the Sale Agreement are hereby deleted and the following
replaced therefor:
The Purchase Price (and all other capitalized costs and
other amounts treated as purchase price for federal
income tax purposes) shall be allocated among the
Properties (solely for federal, state and local tax
reporting purposes) as indicated by the Purchaser at the
Escrow Closing with the prior consent of the Sellers,
which consent will not be unreasonably withheld.
The first clause of Section 3.1 of the Sale Agreement is
hereby deleted and the following replaced therefor:
3.1 Purchase Price. The Purchase Price for the
Properties shall be One Hundred Ninety Seven Million
Dollars ($197,000,000.00), which, subject to the terms
and conditions hereinafter set forth, shall be paid as
follows:
The first sentence of Section 9.1 of the Sale Agreement is
hereby deleted and the following replaced therefor:
The Escrow Closing shall occur at the offices of
Xxxxxxx Procter & Xxxx LLP, Exchange Place, Boston,
MA at 10:00 am on May 30, 1996 (or such other date,
time and place as may be mutually agreed upon by
Sellers and Purchaser) (except as provided above,
the "Escrow Closing Date"); provided, however, that
Sellers and Purchaser shall each have the right to
one extension of the date on which the Escrow
Closing would occur without cost or penalty for a
period of up to five (5) Business Days by notice to
the other for the exclusive purpose of satisfying
the conditions contained in Sections 10.1 and 10.2
below.
In the event the Escrow Closing has not occurred on or before
June 6, 1996 Purchaser shall extend the expiration of the Letter
of Credit representing the Deposit to not sooner than ten (10)
Business Days after the then anticipated date on which the Escrow
Closing would occur. If the Letter of Credit has not been so
extended on or before June 7, 1996, Sellers and Purchaser each
hereby direct the Deposit Escrow Agent to draw upon the Letter of
Credit and hold the proceeds thereof in escrow under the terms of
the Deposit Escrow Agreement.
Notwithstanding the terms and conditions of the Sale
Agreement and this Amendment to the contrary, Sellers agree to
work with Purchaser and to cause their certified public
accountants, lawyers and tax advisors to work with Purchaser and
Purchaser's certified public accountants, lawyers and tax advisors
in an effort to increase the Purchase Price (to be finally
determined on or before the Escrow Closing Date) by up to
$4,000,000, with the amount of any such increase to be deposited
into escrow at Closing for Purchaser to make capital expenditures
to the Properties; provided, however, that the failure to reach
mutually acceptable agreement on such an increase in the Purchase
Price shall not be a condition precedent to performance or default
by either party under the Sale Agreement. Nothing contained in
this paragraph is intended to change the net proceeds which would
be payable to Sellers at Closing.
Purchaser has conducted extensive investigations during the
Study Period and Sellers and Purchaser therefore each acknowledge
and agree that all existing Material Concerns have been resolved
by mutual agreement pursuant to this amendment and no further
Material Concerns may be raised under the Sale Agreement (except
to the extent the holders of the Existing Indebtedness on
Crossroads Center and/or Xxxxx Place require prepayment of
principal (exclusive of premiums thereon, if any) in amounts
materially greater than those set forth on Schedule 2(p.1)).
Purchaser has consented to the Sellers entering into the
those certain Amendment to Mortgage and Release of Cross
Collateralization Agreements with respect to the Properties which
were subject to Existing Indebtedness held by Aetna on the date of
the Sale Agreement, substantially in the form forwarded by
Xxxxxxxx and Xxxxx to Xxxx Xxxxxxxx under cover dated April 26,
1996 (the "Aetna Amendments"). Sellers agree to execute and
deliver the Aetna Amendments on or before the Escrow Closing.
Sellers shall authorize and approve, under the terms of the
Management Agreement, the Manager entering into contracts to
perform the work described on the excerpt from the Fiscal 1996
Annual Budget attached hereto (the "Capital Budget"). The
contracts shall be in amounts not to exceed the then unexpended
amount budgeted therefor in the Capital Budget. Sellers shall
cause the invoices rendered under such contracts to be paid
outside of the calculation of "Cash Flow" under the Management
Agreement. Nothing contained in this paragraph is intended
otherwise to change the duties and obligations of the parties
under the Management Agreement.
Sellers hereby covenant and agree to use their diligent
efforts to obtain consent of the holders of the applicable Assumed
Indebtedness and if such consent is obtained, to convey Applewood
and Piedmont to the holder of the Assumed Indebtedness on each
such Property at or prior to Closing in satisfaction of the
Assumed Indebtedness secured exclusively by such Property;
provided, however, that such diligent efforts shall not require
Sellers to threaten or commence litigation or expend funds and
shall in all cases be without liability to Sellers and without
continuing liability to Sellers (i.e. the debt shall be satisfied
as if it were Prepaid Indebtedness). Although the net proceeds
payable to Sellers will not change, if such transactions are
accomplished, the Purchase Price under such a scenario would be
reduced by the amount of the then outstanding principal balance of
the Assumed Indebtedness secured exclusively by such Property and
the Purchaser shall not assume the loans secured by the applicable
Property and Schedule 2(a.1) shall be deemed to be revised
accordingly. Purchaser's obligations under the Sale Agreement are
not conditioned on the accomplishment by Sellers of the conveyance
referenced in the first sentence of this paragraph.
Sellers hereby covenant and agree to cause those portions of
the roofs on Barren River Plaza and Applewood (if conveyed to
Purchaser) that contain phenolic foam insulation to be repaired or
to have a repair program in place at Closing, in each case in
accordance with the recommendations of a roofing engineer mutually
acceptable to Sellers and Purchaser. Sellers shall cause the
costs for such repairs to be paid outside of the calculation of
"Cash Flow" under the Management Agreement, in the event such
repairs are made prior to the Closing, and if such repairs are
made on or after the Closing, at no cost to Purchaser. Sellers
intend to pursue warranty claims with manufacturers of the
phenolic foam insulation. Purchaser hereby acknowledges and
agrees that Sellers shall be entitled to retain any and all claims
against such manufacturers, Purchaser shall assign any such claims
to Sellers to the extent necessary to enable Sellers to pursue
such claims after the Closing, and Purchaser shall cooperate with
Sellers in the pursuit of such claims. In the event Purchasers
receives any payments from such manufacturers for such claims, all
such receipts shall be remitted to Sellers.
The provisions of Section 26 of the Sale Agreement are hereby
incorporated herein by this reference.
The following is hereby added to the end of Section 8.7:
Purchaser shall have the right to contact holders
of the Existing Indebtedness after the Escrow
Closing Date in an effort to negotiate
modifications to such Existing Indebtedness;
provided, however, that Sellers shall not be
obligated to execute any documents in connection
with such negotiations or proposed modifications
and no such modifications shall be effective unless
the Closing occurs. Purchaser shall notify Sellers
at least five (5) days prior to any contact with
the holders of any Existing Indebtedness and shall
keep Sellers informed about the substance of the
proposed negotiations and shall forward drafts of
any proposed modifications to Sellers and shall
consult with Sellers regarding such drafts and the
status of such negotiations.
Except as expressly modified herein, the Sale Agreement and
the Deposit Escrow Agreement are hereby ratified and confirmed in
all respects.
This letter agreement is executed as an instrument under seal
in one or more counterparts, each of which shall be deemed to be
an original and all of which shall constitute one and the same
instrument.
GLIMCHER REALTY TRUST
By: /s/ Xxxxxxx Xxxxxxxx
----------------------
Name: Xxxxxxx Xxxxxxxx
Title: Chairman
AGREED TO AND ACKNOWLEDGED BY:
RETAIL PROPERTY INVESTORS, INC.
By: /s/ Xxxxxxxx X. Xxxxx
---------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
PAINEWEBBER RETAIL PROPERTY
INVESTMENTS, LTD.
By: Retail Property Investors, Inc.,
General Partner
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
PAINEWEBBER RETAIL PROPERTY
INVESTMENTS JOINT VENTURE
By: Retail Property Investors, Inc.,
a Venturer thereof
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
By: PaineWebber Properties Incorporated,
a Venturer thereof
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
PAINEWEBBER COLLEGE PLAZA, L.P.
By: Retail Property Investors, Inc.,
General Partner
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
PAINEWEBBER XXXXXX XXXXX, L.P.
By: Retail Property Investors, Inc.,
General Partner
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
Acknowledged and Agreed to:
PAINEWEBBER INCORPORATED
By: /s/ Xxxxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Managing Director
Schedule 2(a.1)
Loan Lender
(referenced by associated property)
Applewood Village Modern Woodman
Artesian Square Travelers
Audubon Village Royal
Aviation Plaza General American
Barren River Plaza Nationwide*
Crossing Xxxxxxx General Xxxxxxxx
Xxxxxxxxxx Center Aetna**
Cumberland Crossing Nationwide*
East Pointe Plaza Nationwide*
Lexington Parkway Plaza Royal
Xxxxx Place Travelers**
Xxxxxx Xxxxx Center IDS Financial*
Piedmont Xxxxx Xxxxxxxxx
Xxxxx Xxxxxx Xxxxx Xxxxx
Xxxxxxx Xxxxx Aetna
Southside Plaza Lincoln National
*Interest Rates were reset per Xxxxx Xxxxx'x Letter
**Principal Reductions required per Schedule 2(p.1)
Schedule 2(p.1)
Prepaid Indebtedness
Loan Lender Principal Payoff Required
(referenced by associated (exclusive of prepayment
property) premium)
College Plaza First Union Full Payoff
Cross Creek Plaza ITT Full Payoff
Cypress Bay Plaza ITT Full Payoff
Franklin Square First Union Full Payoff
Walterboro Plaza ITT Full Payoff
Sycamore AetnaFull Payoff
Crossroads Center Aetna ($740,000 principal
reduction required)
Xxxxx Place Travelers ($1,315,000 principal
reduction required)
Glimcher Realty Trust
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
May 30, 1996
Retail Property Investors, Inc.
PaineWebber Retail Property Investors, Ltd.
PaineWebber Retail Property Investments
Joint Venture
PaineWebber College Plaza, L.P.
PaineWebber Xxxxxx Xxxxx, L.P.
c/o PaineWebber Properties Incorporated
000 Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Re: Amendment to Purchase and Sale Agreement (the "Sale
Agreement") dated as of March 11, 1996 by and among Retail
Property Investors, Inc., et al (collectively, the "Sellers")
and Glimcher Realty Trust (the "Purchaser")
Gentlemen:
Reference is made to (a) the Sale Agreement, as amended by Letter
Agreement (the "First Amendment") dated as of May 14, 1996 and (b) that
certain Deposit Escrow Agreement (the "Deposit Escrow Agent") dated as
of March 11, 1996 by and among the Sellers, Purchaser and Lawyers Title
Insurance Corporation (the "Deposit Escrow Agent"). All initially
capitalized terms used herein shall have the meanings set forth in the
Sale Agreement.
By mutual agreement, the first sentence of Section 9.1 of the Sale
Agreement is hereby deleted and the following replaced therefor:
The Escrow Closing shall occur at the offices of Xxxxxxx
Procter & Xxxx LLP, Exchange Place, Boston, MA at 10:00
am on June 6, 1996 (or such other date, time and place as
may be mutually agreed upon by Sellers and Purchaser)
(except as provided in the First Amendment, the "Escrow
Closing Date"); provided, however, that Sellers and
Purchaser shall each have the right to one extension of
the date on which the Escrow Closing would occur without
cost or penalty for a period of up to five (5) Business
Days by notice to the other for the exclusive purpose of
satisfying the conditions contained in Sections 10.1 and
10.2 below.
In the event the Escrow Closing has not occurred on or before June
6, 1996 Purchaser shall extend the expiration of the Letter of Credit
representing the Deposit to not sooner than ten (10) Business Days after
the then anticipated date on which the Escrow Closing would occur. If
the Letter of Credit has not been so extended on or before June 7, 1996,
Sellers and Purchaser each hereby direct the Deposit Escrow Agent to
draw upon the Letter of Credit and hold the proceeds thereof in escrow
under the terms of the Deposit Escrow Agreement.
This letter agreement is executed as an instrument under seal in
one or more counterparts, each of which shall be deemed to be an
original and all of which shall constitute one and the same instrument.
GLIMCHER REALTY TRUST
By: /s/ Xxxxxxx Xxxxxxxx
---------------------
Name: Xxxxxxx Xxxxxxxx
Title: Chairman
AGREED TO AND ACKNOWLEDGED BY:
RETAIL PROPERTY INVESTORS, INC.
By: /s/ Xxxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
PAINEWEBBER RETAIL PROPERTY
INVESTMENTS, LTD.
By: Retail Property Investors, Inc.,
General Partner
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
PAINEWEBBER RETAIL PROPERTY
INVESTMENTS JOINT VENTURE
By: Retail Property Investors, Inc.,
a Venturer thereof
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
By: PaineWebber Properties Incorporated,
a Venturer thereof
By: /s/ Xxxxxxxx X. Xxxxx
------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
PAINEWEBBER COLLEGE PLAZA, L.P.
By: Retail Property Investors, Inc.,
General Partner
By: /s/ Xxxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
PAINEWEBBER XXXXXX XXXXX, L.P.
By: Retail Property Investors, Inc.,
General Partner
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
Acknowledged and Agreed to:
PAINEWEBBER INCORPORATED
By: /s/ Xxxxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Managing Director
Glimcher Realty Trust
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
June 6, 1996
Retail Property Investors, Inc.
PaineWebber Retail Property Investors, Ltd.
PaineWebber Retail Property Investments
Joint Venture
PaineWebber College Plaza, L.P.
PaineWebber Xxxxxx Xxxxx, L.P.
c/o PaineWebber Properties Incorporated
000 Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Re: Amendment to Purchase and Sale Agreement (the "Sale
Agreement") dated as of March 11, 1996 by and among Retail
Property Investors, Inc., et al (collectively, the "Sellers")
and Glimcher Realty Trust (the "Purchaser")
Gentlemen:
Reference is made to (a) the Sale Agreement, as amended to date and
(b) that certain Deposit Escrow Agreement (the "Deposit Escrow Agent")
dated as of March 11, 1996 by and among the Sellers, Purchaser and
Lawyers Title Insurance Corporation (the "Deposit Escrow Agent"). All
initially capitalized terms used herein shall have the meanings set
forth in the Sale Agreement.
By mutual agreement, the first sentence of Section 9.1 of the Sale
Agreement is hereby deleted and the following replaced therefor:
The Escrow Closing shall occur at the offices of Xxxxxxx
Procter & Xxxx LLP, Exchange Place, Boston, MA at 10:00
am on June 13, 1996 (or such other date, time and place
as may be mutually agreed upon by Sellers and Purchaser)
(except as provided in the First Amendment, the "Escrow
Closing Date"); provided, however, that Sellers and
Purchaser shall each have the right to one extension of
the date on which the Escrow Closing would occur without
cost or penalty for a period of up to five (5) Business
Days by notice to the other for the exclusive purpose of
satisfying the conditions contained in Sections 10.1 and
10.2 below.
Attached hereto as Exhibit 1 is a copy of the extension of the
expiration date of the Letter of Credit, the original of which has been
delivered to the Deposit Escrow Agent under the terms and conditions of
the Deposit Escrow Agreement. Execution of this letter agreement and
delivery of an executed copy hereof to the Deposit Escrow Agent shall
constitute the mutual written notice and instruction to the Deposit
Escrow Agent regarding the extension of the expiration date of the
Letter of Credit and of the change in the Escrow Closing Date.
This letter agreement is executed as an instrument under seal in
one or more counterparts, each of which shall be deemed to be an
original and all of which shall constitute one and the same instrument.
GLIMCHER REALTY TRUST
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Secretary
AGREED TO AND ACKNOWLEDGED BY:
RETAIL PROPERTY INVESTORS, INC.
By: /s/ Xxxxxxxx X. Xxxxx
------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
PAINEWEBBER RETAIL PROPERTY
INVESTMENTS, LTD.
By: Retail Property Investors, Inc.,
General Partner
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
PAINEWEBBER RETAIL PROPERTY
INVESTMENTS JOINT VENTURE
By: Retail Property Investors, Inc.,
a Venturer thereof
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
By: PaineWebber Properties Incorporated,
a Venturer thereof
By: /s/ Xxxxxxxx X. Xxxxx
------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
PAINEWEBBER COLLEGE PLAZA, L.P.
By: Retail Property Investors, Inc.,
General Partner
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
PAINEWEBBER XXXXXX XXXXX, L.P.
By: Retail Property Investors, Inc.,
General Partner
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
Acknowledged and Agreed to:
PAINEWEBBER INCORPORATED
By: /s/ Xxxxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Managing Director
Exhibit 1
Copy of the Instrument Extending the Expiration Date of the Letter
of Credit
Glimcher Realty Trust
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
June 13, 1996
Retail Property Investors, Inc.
PaineWebber Retail Property Investors, Ltd.
PaineWebber Retail Property Investments
Joint Venture
PaineWebber College Plaza, L.P.
PaineWebber Xxxxxx Xxxxx, L.P.
c/o PaineWebber Properties Incorporated
000 Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Re: Amendment to Purchase and Sale Agreement
(as amended to date, the "Sale
Agreement") dated as of March 11, 1996 by
and among Retail Property Investors,
Inc., et al (collectively, the "Sellers")
and Glimcher Realty Trust (the
"Purchaser")
Gentlemen:
Reference is made to (a) the Sale Agreement and (b) that
certain Deposit Escrow Agreement (the "Deposit Escrow Agent")
dated as of March 11, 1996 by and among the Sellers, Purchaser and
Lawyers Title Insurance Corporation (the "Deposit Escrow Agent").
All initially capitalized terms used herein shall have the
meanings set forth in the Sale Agreement.
By mutual agreement, the first sentence of Section 9.1 of the
Sale Agreement is hereby deleted and the following replaced
therefor:
The Escrow Closing shall occur at the offices of
Xxxxxxx Procter & Xxxx LLP, Exchange Place,
Boston, MA at 10:00 am on June 20, 1996 (or such
other date, time and place as may be mutually
agreed upon by Sellers and Purchaser) (except as
provided in the First Amendment, the "Escrow
Closing Date"); provided, however, that for the
exclusive purpose of satisfying the conditions
contained in Sections 10.1 and 10.2 below, either
Sellers or Purchaser shall have the right to extend
the date on which the Escrow Closing would occur
without cost or penalty to not later than June 27,
1996 by written notice to the other.
Section 3.1(b) of the Sale Agreement is hereby deleted and
the following paragraph replaced therefor:
(b) On the Escrow Closing Date, Purchaser shall deliver
to Closing Escrow Agent, at Purchaser's option, by wire
transfer of immediately available federal funds and/or
in the form of an irrevocable, standby letter of credit
issued by The Huntington National Bank (or such other
financial institution as may be acceptable to Sellers,
in their sole and absolute discretion) with an
expiration date not earlier than the Outside Date that
in the aggregate are an amount (the "Escrowed Purchase
Price") equal to the Purchase Price less any portion of
the Deposit made in immediately available federal funds
which are delivered to the Closing Escrow Agent as part
of the Escrow Closing Cash Deposit under the terms and
conditions of the Closing Escrow Agreement less the
principal balance of the Assumed Indebtedness
outstanding on the date upon which the Escrow Closing
occurs plus all of Purchaser's closing costs described
in Section 13.6 below. On the Escrow Closing Date,
Purchaser shall be entitled to receive from Deposit
Escrow Agent any letter of credit delivered as part of
the Deposit.
Sellers and Purchaser hereby agree that the third paragraph
of that certain letter agreement among the Purchaser and the
Sellers dated as of May 14, 1996 is hereby deleted.
Sellers and Purchaser hereby agree that the following shall
be added to section 6E of the Management Agreement to be executed
at the Escrow Closing: ", together with the Cash Flow attributed
to the period from May 14, 1996 through the Escrow Closing Date;
provided, however, that if the Escrow Closing does not commence on
June 20, 1996 the Cash Flow attributed to the period from June 20,
1996 through the Escrow Closing Date shall be excluded."
Execution of this letter agreement and delivery of an
executed copy hereof to the Deposit Escrow Agent shall constitute
the mutual written notice to the Deposit Escrow Agent regarding
the change in the Escrow Closing Date.
This letter agreement is executed as an instrument under seal
in one or more counterparts, each of which shall be deemed to be
an original and all of which shall constitute one and the same
instrument.
GLIMCHER REALTY TRUST
By: /s/ Xxxxxxx Xxxxxxxx
------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Chairman
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]
AGREED TO AND ACKNOWLEDGED BY:
RETAIL PROPERTY INVESTORS, INC.
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
PAINEWEBBER RETAIL PROPERTY
INVESTMENTS, LTD.
By: Retail Property Investors, Inc.,
General Partner
By: /s/ Xxxxxxxx X. Xxxxx
----------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
PAINEWEBBER RETAIL PROPERTY
INVESTMENTS JOINT VENTURE
By: Retail Property Investors, Inc.,
a Venturer thereof
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
By: PaineWebber Properties Incorporated,
a Venturer thereof
By: /s/ Xxxxxxxx X. Xxxxx
------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
PAINEWEBBER COLLEGE PLAZA, L.P.
By: Retail Property Investors, Inc.,
General Partner
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
PAINEWEBBER XXXXXX XXXXX, L.P.
By: Retail Property Investors, Inc.,
General Partner
By: /s/ Xxxxxxxx X. Xxxxx
---------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
Acknowledged and Agreed to:
PAINEWEBBER INCORPORATED
By: /s/ Xxxxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Managing Director
Glimcher Realty Trust
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
June 19, 1996
Retail Property Investors, Inc.
PaineWebber Retail Property Investors, Ltd.
PaineWebber Retail Property Investments
Joint Venture
PaineWebber College Plaza, L.P.
PaineWebber Xxxxxx Xxxxx, L.P.
c/o PaineWebber Properties Incorporated
000 Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Re: Amendment to Purchase and Sale Agreement (as
amended to date, the "Sale Agreement") dated
as of March 11, 1996 by and among Retail
Property Investors, Inc., et al (collectively,
the "Sellers") and Glimcher Realty Trust (the
"Purchaser")
Gentlemen:
Reference is made to (a) the Sale Agreement and (b) that
certain Deposit Escrow Agreement (the "Deposit Escrow Agent")
dated as of March 11, 1996 by and among the Sellers, Purchaser and
Lawyers Title Insurance Corporation (the "Deposit Escrow Agent").
All initially capitalized terms used herein shall have the
meanings set forth in the Sale Agreement.
Sellers and Purchaser hereby mutually agree to commence the
Escrow Closing on June 24, 1996 in the offices of Xxxxxxx Procter
& Xxxx LLP, Exchange Place, Boston, MA at 10:00 am; provided,
however, that nothing contained herein is intended to extend the
Escrow Closing Date, time remaining of the essence of the Sale
Agreement.
By mutual agreement, the first sentence of Section 9.1 of the
Sale Agreement is hereby deleted and the following replaced
therefor:
The Escrow Closing shall occur at the offices of
Xxxxxxx Procter & Xxxx LLP, Exchange Place,
Boston, MA at 10:00 am on June 27, 1996 (or such
other date, time and place as may be mutually
agreed upon by Sellers and Purchaser) (the "Escrow
Closing Date").
Sellers and Purchaser hereby agree that the final clause of
Section 6E of the Management Agreement to be executed at the
Escrow Closing (added by letter agreement dated June 13, 1996)
shall be as follows: ", together with the Cash Flow attributed to
the period from May 14, 1996 through the Escrow Closing Date."
Sellers and Purchaser hereby agree that the last two
sentences of Section 10.3 of the Sale Agreement are hereby deleted
and the following are replaced therefor:
In the event immediately available federal funds are
held in escrow under the Closing Escrow Agreement, (a)
Purchaser shall be entitled to the interest earned on
the portion of the Escrowed Purchase Price which will be
paid to parties other than Sellers, and (b) Sellers
shall be entitled to the interest on the remaining
portion of the Escrowed Purchase Price with interest
being deemed to begin to accrue as of June 20, 1996. In
the event immediately available federal funds are not
held in escrow under the Closing Escrow Agreement
Purchaser shall pay to Sellers at Closing an amount (the
"Interest Factor") equal to the product of that portion
of the Escrowed Purchase Price paid to Sellers at the
Closing multiplied by an interest rate per annum equal
to the six (6) month U.S. Treasury Xxxx rate published
in the Wall Street Journal on June 20, 1996 for the
number of days from June 20, 1996 through and including
the Closing Date.
Sellers and Purchaser hereby delete Section 13.2 of the Sale
Agreement and replace the following therefor:
13.2 Rents. Sellers and Purchaser shall prorate at
Escrow Closing all base or fixed rents ("Basic Rents")
and any escalations or pass through of operating and
other similar expenses ("Additional Rents") and any
prepaid Basic Rents or Additional Rents received from
all tenants and occupants of the Properties as of the
Escrow Closing Date for the month in which the Escrow
Closing occurs.
All prorations and adjustments made hereunder will
be made based upon the number of days of ownership of
each party in the period to which the payment or billing
relates, treating the Escrow Closing Date as the date of
transfer of ownership if the Closing occurs.
Amounts payable by tenants and occupants of the
Properties relating to sales made or gross receipts
realized during the year in which the Escrow Closing
Date occurs ("Percentage Rents") shall not be adjusted
for at Escrow Closing but rather shall be adjusted
within thirty (30) days of receipt of such amounts from
the applicable tenants of the Projects.
In addition, (i) all Basic Rents, Additional Rents
and Percentage Rents uncollected as of the Escrow
Closing Date and owed by tenants or occupants of the
Properties on the Escrow Closing Date for any period
during the three (3) months immediately preceding the
Escrow Closing Date, (ii) any monies due under
promissory notes owed by tenants or occupants of the
Properties which are not included in clause (i) and
(iii) of this paragraph, a list of which is attached
hereto and (iii) any monies otherwise due to Sellers for
aged receivables listed on the May 31, 1996 Aged Account
Receivable Report, a property level summary of which is
attached hereto (collectively, (i), (ii) and (iii), the
"Past Due Rent"), shall be reimbursed to Sellers by
Purchaser following Purchaser's collection thereof,
provided that all Basic Rents, Additional Rents and
Percentage Rents collected by Purchaser shall be applied
first to the month in which the Escrow Closing occurs
(if not previously collected), then to the current rents
due and payable and finally to Past Due Rent; provided,
however, that for purposes of the foregoing application,
prepayments of Basic Rents, Additional Rents and
Percentage Rents shall be applied to the immediately
succeeding month prior to being applied to Past Due
Rent.
All Additional Rents collected by Purchaser on and
after the Escrow Closing Date which are not due and
payable on the Escrow Closing Date shall be prorated
based upon the number of days in the period to which the
payment or billing therefor relates. Purchaser shall
use reasonable efforts to collect (i) all Past Due Rent
and (ii) all Additional Rents on and after the Escrow
Closing Date which are not due and payable on the Escrow
Closing Date in the usual course of operation of the
Properties, and any such amounts shall be paid to
Sellers within ten (10) Business Days following the end
of the month in which collection thereof occurred, after
deducting the reasonable expenses incurred in connection
with the collection thereof.
Sellers shall retain all rights relating to
all Basic Rents, Additional Rents and Percentage
Rents not included in Past Due Rents which are owed
by non-occupants of the Properties on the Escrow
Closing Date for any period prior to the Escrow
Closing Date (including the right to collect such
rents and charges), and there shall be no proration
of the same as between Sellers and Purchaser. If
any such amounts are paid to Purchaser they shall
be promptly remitted to Sellers.
Execution of this letter agreement and delivery of an
executed copy hereof to the Deposit Escrow Agent shall constitute
the mutual written notice to the Deposit Escrow Agent regarding
the change in the Escrow Closing Date and the commencement of the
Escrow Closing.
This letter agreement is executed as an instrument under seal
in one or more counterparts, each of which shall be deemed to be
an original and all of which shall constitute one and the same
instrument.
By: /s/ Xxxxxxx Xxxxxxxx
-------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Chairman
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]
AGREED TO AND ACKNOWLEDGED BY:
RETAIL PROPERTY INVESTORS, INC.
By: /s/ Xxxxxxxx X. Xxxxx
----------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
PAINEWEBBER RETAIL PROPERTY
INVESTMENTS, LTD.
By: Retail Property Investors, Inc.,
General Partner
By: /s/ Xxxxxxxx X. Xxxxx
----------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
PAINEWEBBER RETAIL PROPERTY
INVESTMENTS JOINT VENTURE
By: Retail Property Investors, Inc.,
a Venturer thereof
By: /s/ Xxxxxxxx X. Xxxxx
----------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
By: PaineWebber Properties Incorporated,
a Venturer thereof
By: /s/ Xxxxxxxx X. Xxxxx
----------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
PAINEWEBBER COLLEGE PLAZA, L.P.
By: Retail Property Investors, Inc.,
General Partner
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
PAINEWEBBER XXXXXX XXXXX, L.P.
By: Retail Property Investors, Inc.,
General Partner
By: /s/ Xxxxxxxx X. Xxxxx
----------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
Acknowledged and Agreed to:
PAINEWEBBER INCORPORATED
By: /s/ Xxxxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Managing Director
Any dispute subject to the provisions of this section shall be
finally settled by arbitration conducted expeditiously in
accordance with the Center for Public Resources Rules for
Nonadministered Arbitration of Business Disputes (the "CPR
Rules"). The Center for Public Resources shall appoint a neutral
advisor from its National CPR Panel. The arbitration shall be
governed by the United States Arbitration Act, 9 U.S.C. Sections
1-16, and judgment upon the award rendered by the arbitrators may
be entered by any court having jurisdiction thereof. The place of
arbitration shall be Boston, Massachusetts.
Such proceedings shall be administered by the neutral advisor
in accordance with the CPR Rules as he/she deems appropriate,
however, such proceedings shall be guided by the following agreed
upon procedures:
i. mandatory exchange of all relevant documents, to be
accomplished within ten (10) days of the initiation of
the procedure;
ii# no other discovery;
iii. hearings before the neutral advisor which shall
consist of a summary presentation by each side
of not more than three hours; such hearings to
take place on one or two days at a maximum and
if at all possible shall take place not longer
than twenty (20) days after the initial request
for arbitration; and
iv. decision to be rendered not more than ten (10) days
following such hearings.
Glimcher Properties Limited Partnership
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
June 27, 1996
Retail Property Investors, Inc.
PaineWebber Property Investors, Ltd.
PaineWebber Retail Property
Investments Joint Venture
PaineWebber College Plaza, L.P.
PaineWebber Xxxxxx Xxxxx, L.P.
c/o PaineWebber Properties Incorporated
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Re: Purchase and Sale Agreement dated as of March 11, 1996
by and among Retail Property Investors, Inc., et al.
and Glimcher Realty Trust ("GRT"), as amended and as
assigned by GRT to Glimcher Properties Limited
Partnership
(the "Sale Agreement")
Gentlemen:
Reference is made to the above-mentioned Sale Agreement. All
initially capitalized terms used herein shall have the meanings
set forth in the Sale Agreement. We have agreed, as set forth in
the May 14, 1996 Letter Agreement modifying the Sale Agreement,
that the Purchase Price shall be allocated among the Properties
(solely for federal, state and local tax reporting purposes) as
set forth on the attached Schedule.
Please execute this letter in the place indicated below to
confirm that the foregoing represents our mutual understanding.
GLIMCHER PROPERTIES LIMITED PARTNERSHIP
By: Glimcher Properties Corporation,
general partner
By: /s/ Xxxx X. Xxxxxxxx
------------------------
Name: Xxxx X. Xxxxxxxx
Title: Executive Vice President
AGREED TO AND ACKNOWLEDGED BY:
RETAIL PROPERTY INVESTORS, INC.
By: /s/ Xxxxxxxx X. Xxxxx
------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
PAINEWEBBER RETAIL PROPERTY
INVESTMENTS, LTD.
By: Retail Property Investors, Inc.,
General Partner
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
PAINEWEBBER RETAIL PROPERTY
INVESTMENTS JOINT VENTURE
By: Retail Property Investors, Inc.,
a Venturer thereof
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
By: PaineWebber Properties Incorporated,
a Venturer thereof
By: /s/ Xxxxxxxx X. Xxxxx
------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
PAINEWEBBER COLLEGE PLAZA, L.P.
By: Retail Property Investors, Inc.,
General Partner
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
PAINEWEBBER XXXXXX XXXXX, L.P.
By: Retail Property Investors, Inc.,
General Partner
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
Glimcher Properties Limited Partnership
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
June 27, 1996
Retail Property Investors, Inc.
PaineWebber Property Investors, Ltd.
PaineWebber Retail Property
Investments Joint Venture
PaineWebber College Plaza, L.P.
PaineWebber Xxxxxx Xxxxx, L.P.
c/o PaineWebber Properties Incorporated
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Re: Purchase and Sale Agreement dated as
of March 11, 1996 by and among
Retail Property Investors, Inc., et
al. and Glimcher Realty Trust
("GRT"), as amended and as assigned
by GRT to Glimcher Properties
Limited Partnership (the "Sale
Agreement")
Gentlemen:
Reference is made to the above-mentioned Sale Agreement. All
initially capitalized terms used herein shall have the meanings
set forth in the Sale Agreement. We have agreed, as set forth in
the May 14, 1996 Letter Agreement modifying the Sale Agreement,
that the Purchase Price shall be allocated among the Properties
(solely for federal, state and local tax reporting purposes) as
set forth on the attached Schedule.
Please execute this letter in the place indicated below to
confirm that the foregoing represents our mutual understanding.
GLIMCHER PROPERTIES LIMITED PARTNERSHIP
By: Glimcher Properties Corporation,
general partner
By: /s/ Xxxx X. Xxxxxxxx
---------------------
Name: Xxxx X. Xxxxxxxx
Title: Executive Vice President
AGREED TO AND ACKNOWLEDGED BY:
RETAIL PROPERTY INVESTORS, INC.
By: /s/ Xxxxxxxx X. Xxxxx
----------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
PAINEWEBBER RETAIL PROPERTY
INVESTMENTS, LTD.
By: Retail Property Investors, Inc.,
General Partner
By: /s/ Xxxxxxxx X. Xxxxx
------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
PAINEWEBBER RETAIL PROPERTY
INVESTMENTS JOINT VENTURE
By: Retail Property Investors, Inc.,
a Venturer thereof
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
By: PaineWebber Properties Incorporated,
a Venturer thereof
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
PAINEWEBBER COLLEGE PLAZA, L.P.
By: Retail Property Investors, Inc.,
General Partner
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
PAINEWEBBER XXXXXX XXXXX, L.P.
By: Retail Property Investors, Inc.,
General Partner
By: /s/ Xxxxxxxx X. Xxxxx
---------------------
Name: Xxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
Schedule 3.2
Allocation of Purchase Price
Property Allocation of
Purchase Price for Tax Purposes
Artesian Square 7,033,595
Audobon Village 5,614,525
Aviation Plaza 8,553,531
Barren River 11,267,573
Crossing Xxxxxxx 12,446,694
Crossroads Centre 8,283,772
Cumberland Crossing 6,729,637
Xxxx Xxxxxx Xxxxx 00,000,000
Xxxxxxxxx Xxxxxxx 9,453,598
Xxxxx Place 3,368,504
Xxxxxx Xxxxx Center 7,264,482
Xxxxx County Plaza 5,880,169
Southside Plaza 9,262,160
Village Plaza 23,408,448
College Plaza 10,328,415
Cross Creek Plaza 12,708,525
Cypress Bay Plaza 10,795,423
Franklin Square 9,380,038
Sycamore Square 3,092,717
Walterboro 6,006,150
Applewood Village 3,867,787
Piedmont Plaza 10,125,000
Total: 196,999,999
Glimcher Realty Trust
Glimcher Properties Limited Partnership
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
October 16, 1996
Retail Property Investors, Inc.
PaineWebber Retail Property Investors, Ltd.
PaineWebber Retail Property Investments
Joint Venture
PaineWebber College Plaza, L.P.
PaineWebber Xxxxxx Xxxxx, L.P.
c/o PaineWebber Properties Incorporated
000 Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Re: Purchase and Sale Agreement (as amended to date, the
"Sale Agreement") dated as of March 11, 1996 by and
among Retail Property Investors, Inc., et al
(collectively, the "Sellers") and Glimcher Realty Trust
(the "GRT")
Gentlemen:
Reference is made to (a) the Sale Agreement and (b) that
certain Closing Escrow Agreement (the "Closing Escrow Agreement")
dated as of June 27, 1996 by and among the Sellers, GRT, Glimcher
Properties Limited Partnership (the "Purchaser") and Lawyers Title
Insurance Corporation (the "Closing Escrow Agent"). Each
initially capitalized term used herein and not otherwise defined
shall have the meaning ascribed thereto in the Closing Escrow
Agreement.
The Sellers' Closing Notice has been given and the Closing
Escrow Agent has been instructed to complete the Equity
Disbursement and to thereafter take the actions described on
Schedule B-2 to the Closing Escrow Agreement, each as modified by
the Closing Statement attached hereto as Schedule 2. Closing
Escrow Agent agrees to make the Equity Disbursement in accordance
with the instructions listed on Schedule 1 attached hereto.
Sellers, Purchaser and GRT hereby agree upon the adjustments
contained in the settlement statement attached hereto as Schedule
2 (the "Closing Statement").
Purchaser and GRT have instructed the applicable Seller to
execute and deliver the lease amendments listed on Schedule 3
attached hereto (in the form attached to the June 27, 1996 letter
agreement constituting part of the Sale Agreement (the "June 27
Amendment")). The applicable Seller shall execute and deliver
such lease amendments in full satisfaction of Sellers' obligations
with respect to those lease amendments under the June 27
Amendment. Purchaser and GRT recognize that the holders of the
Assumed Indebtedness listed on Schedule 3 have not consented to
the execution and delivery of the applicable lease amendment and
Purchaser and GRT hereby acknowledge and agree that the execution
and delivery of the lease amendments together with all
consequences thereof is and shall be Purchaser's sole
responsibility. GRT hereby agrees that any damages and/or
liabilities incurred by Sellers by reason of the applicable
Seller's execution of such lease amendments are hereby included in
GRT's obligation to indemnify, defend and hold Sellers harmless
under that certain Indemnification Agreement dated June 27, 1996
from GRT to Sellers (the "Indemnification Agreement").
Purchaser and GRT recognize that the holder of the Assumed
Indebtedness on Applewood has required that the management be
retained by Regency unless and until a comparable level of
management ability is demonstrated by the new ownership.
Purchaser and GRT hereby acknowledge and agree that the failure to
comply with such holder's requirement together with all
consequences thereof is and shall be Purchaser's sole
responsibility. GRT hereby agrees that any damages and/or
liabilities incurred by Sellers by reason of the Purchaser's
failure to comply with the holder's requirements are hereby
included in GRT's obligation to indemnify, defend and hold Sellers
harmless under the Indemnification Agreement.
Purchaser hereby acknowledges receipt of an appropriate
credit in the Closing Statement as complete and full compensation
for the Sellers' liability arising from the existence of phenolic
foam insulation at the Properties known as Barren River Plaza and
Applewood and hereby releases and waives any right or claim that
Purchaser might have under the Sale Agreement or the Management
Agreement or otherwise against the Sellers arising from the
existence of phenolic foam insulation at such Properties. Sellers
hereby assign and transfer to Purchaser for the benefit of
Purchaser any and all rights or claims held by Sellers under any
warranty, express or implied, or otherwise arising from the
existence of phenolic foam insulation at the Properties known as
Barren River Plaza and Applewood. To the extent Sellers,
Purchaser and the manufacturer of the phenolic foam insulation
have not entered into a written agreement regarding the
remediation thereof, Purchaser is entitled to negotiate directly
with the manufacturer and Sellers have no further obligations with
respect thereto.
Purchaser hereby acknowledges receipt of an appropriate
credit in the Closing Statement as complete and full compensation
under the Sale Agreement and the Management Agreement for the
Sellers' responsibility for expenditures under the Capital Budget
(as defined in the Sale Agreement).
Sellers acknowledge and agree that Net Cash Flow under the
Management Agreement has been reconciled and agreed upon through
July 31, 1996 outside of the Closing Statement. Within five (5)
Business Days after the date hereof Purchaser shall calculate the
Net Cash Flow for the months of August and September, 1996,
provide the Sellers with all backup therefor and remit Past Due
Rents to Sellers in accordance with the terms of the Sale
Agreement. Within fifteen (15) days after October 31, 1996
Purchaser shall calculate the Net Cash Flow for the month of
October, 1996, provide Sellers with all back up therefor and remit
Past Due Rents (to the extent collected) to Sellers in accordance
with the terms of the Sale Agreement. To the extent that
adjustments and prorations have not been made for such items on
the Closing Statement, Net Cash Flow shall be calculated and
Purchaser shall be entitled to retain such Net Cash Flow
(consistent with the prior calculations of Net Cash Flow) in
accordance with the terms of the Sale Agreement and the Management
Agreement. Purchaser agrees to provide Sellers with evidence of
its reasonable efforts to collect all Past Due Rent (i.e., provide
copies of letters to tenants and provide copies of reports
regarding follow up phone calls and cash receipts and aged
delinquency reports etc.).
Purchaser and Sellers have agreed that Closing Escrow Agent
shall hold out of the Equity Distribution 150% of the amount of
the mechanic's lien listed on Schedule 4 attached hereto in
escrow pending resolution or release of the lien. Sellers believe
that the obligation to satisfy the lien is the tenant's
obligation. Purchaser agrees to use diligent efforts to cause the
tenant to satisfy or discharge the lien (but Purchaser shall not
be required to incur any expense, commence any litigation or
terminate the lease). In the event, despite such diligent
efforts, such tenant has not satisfied or discharged or caused the
satisfaction or discharge of the lien within thirty (30) days from
the date hereof, Sellers shall have the right to xxx the tenant.
Purchaser agrees to cooperate, at Sellers' expense, with Sellers
in the pursuit of any such suit. In the event the lien has been
satisfied or discharged on or before December 31, 1996, Closing
Escrow Agent shall return said escrow to Sellers within five (5)
business days of the resolution thereof. In the event the lien
has not been satisfied or discharged on or before December 31,
1996, Closing Escrow Agent shall have the right to pay said lien
from said escrow. In any event, after the payment or satisfaction
of the lien, the Closing Escrow Agent shall return any escrow
balance to the Sellers or their designee. In the event the lien
is satisfied or discharged out of the escrow established
hereunder, Purchaser shall use diligent efforts (but Purchaser
shall not be required to incur any expense, commence any
litigation or terminate the lease) to seek reimbursement from said
tenant and upon receipt of such reimbursement shall promptly
reimburse Sellers or their designee.
Sellers have (at their cost and expense) previously delivered
to Purchaser and/or GRT copies of leases, contracts, plans and
specifications for the Properties. Purchaser has requested that
the Sellers' original counterparts be delivered to the Purchaser.
To the extent that Sellers have originals of such documents and
materials, they will deliver such originals to Purchaser.
Purchaser hereby agrees to use its diligent efforts to return
copies of the leases, contracts, plans and specifications to the
Sellers. To the extent that Purchaser does not return such
copies, Purchaser hereby agrees to provide copies of any and all
such documents and materials to Sellers promptly after written
request therefor.
This letter agreement is executed as an instrument under seal
in one or more counterparts, each of which shall be deemed to be
an original and all of which shall constitute one and the same
instrument.
GLIMCHER REALTY TRUST
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxx, Secretary
GLIMCHER PROPERTIES LIMITED PARTNERSHIP
By: Glimcher Properties Corporation,
general partner
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxx, Secretary
Acknowledged and Agreed:
LAWYERS TITLE INSURANCE CORPORATION
By: /s/ Xxxxxxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Counsel
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]
RETAIL PROPERTY INVESTORS, INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
PAINEWEBBER RETAIL PROPERTY
INVESTMENTS, LTD.
By: Retail Property Investors, Inc.,
General Partner
By: /s/ Xxxxxxxx X. Xxxxx
------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
PAINEWEBBER RETAIL PROPERTY
INVESTMENTS JOINT VENTURE
By: Retail Property Investors, Inc.,
a Venturer thereof
By: /s/ Xxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
By: PaineWebber Properties Incorporated,
a Venturer thereof
By: /s/ Xxxxxx X. Xxxxxx
------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
PAINEWEBBER COLLEGE PLAZA, L.P.
By: Retail Property Investors, Inc.,
General Partner
By: /s/ Xxxxxx X. Xxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
PAINEWEBBER XXXXXX XXXXX, L.P.
By: Retail Property Investors, Inc.,
General Partner
By: /s/ Xxxxxx X. Xxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
Schedule 1
Disbursement Instructions attached hereto
$36,370,502.72 disbursement to RPI in accordance with the
wire instructions attached hereto in the amount contained in the
Closing Statement attached hereto as Schedule 2.
Schedule 2
Closing Statement attached hereto
Third party disbursements are contained on page 3 of the
Closing Statement attached hereto.
Schedule 3
Lease Amendments
Property Lease Amendment Holder of
Assumed Indebtedness
Artesian Square Fourth Amendment to Lease Travelers
Agreement
East Pointe Plaza Third Amendment to Lease Nationwide
Agreement
Schedule 4
Description of Mechanic's Lien
Xxx Xxxxxx, d/b/a Captain Sam's Seafood Restaurant -
Walterboro Plaza, S.C.
Glimcher Properties Limited Partnership
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
October 17, 1996
Retail Property Investors, Inc.
PaineWebber Property Investors, Ltd.
PaineWebber Retail Property
Investments Joint Venture
PaineWebber College Plaza, L.P.
PaineWebber Xxxxxx Xxxxx, L.P.
c/o PaineWebber Properties Incorporated
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Re: Purchase and Sale Agreement dated as
of March 11, 1996 by and among
Retail Property Investors, Inc., et
al. and Glimcher Realty Trust
("GRT"), as amended and as assigned
by GRT to Glimcher Properties
Limited Partnership (the "Sale
Agreement")
Gentlemen:
Reference is made to the above-mentioned Sale Agreement. All
initially capitalized terms used herein shall have the meanings
set forth in the Sale Agreement. Our prior agreement dated June
27, 1996 to the contrary notwithstanding, we have agreed, as set
forth in the May 14, 1996 Letter Agreement modifying the Sale
Agreement, that the Purchase Price shall be allocated among the
Properties (solely for federal, state and local tax reporting
purposes) as set forth on the attached Schedule.
Please execute this letter in the place indicated below to
confirm that the foregoing represents our mutual understanding.
GLIMCHER PROPERTIES LIMITED PARTNERSHIP
By: Glimcher Properties Corporation,
general partner
By: /s/ Xxxxxx X. Xxxxxxx
----------------------
Name: Xxxxxx X. Xxxxxxx
Title: Secretary
[Remainder of Page Intentionally Blank]
Allocation of Purchase Price as of Closing
Property Allocation of Purchase
Price for Tax Purposes
Artesian Square 7,233,595
Audobon Village 5,814,525
Aviation Plaza 8,753,531
Barren River 11,667,573
Crossing Xxxxxxx 12,846,694
Crossroads Centre 8,483,772
Cumberland Crossing 6,929,637
Xxxx Xxxxxx Xxxxx 00,000,000
Xxxxxxxxx Xxxxxxx 9,653,598
Xxxxx Place 3,468,504
Xxxxxx Xxxxx Center 7,264,482
Xxxxx County Plaza 6,080,169
Southside Plaza 9,262,160
Village Plaza 21,108,448
College Plaza 10,328,415
Cross Creek Plaza 12,708,525
Cypress Bay Plaza 10,795,423
Franklin Square 9,380,038
Sycamore Square 3,092,717
Walterboro 6,006,150
Applewood Village 3,867,787
Piedmont Plaza 10,125,000
Total: 196,999,999
