EXHIBIT 99.4
Environmental Escrow Agreement
THIS ENVIRONMENTAL ESCROW AGREEMENT (the "Agreement") is made and
entered into this 8th day of October, 2004, by and among PRIME GROUP REALTY,
L.P., a Delaware limited partnership ("Seller"); CENTERPOINT PROPERTIES TRUST, a
Maryland real estate investment trust ("Buyer"); and CHICAGO TITLE AND TRUST
COMPANY ("Escrow Agent").
W I T N E S S E T H:
A. Seller and Buyer have executed and delivered that certain Purchase
Agreement dated August 2, 2004, pursuant to which Seller agreed to convey
certain land and improvements to Buyer, all as more particularly described
therein. Such Purchase Agreement, as same may have been amended, is hereinafter
referred to as the "Disposition Agreement." Unless otherwise defined herein, all
initially capitalized terms shall have the respective meanings assigned thereto
in the Disposition Agreement.
B. In the course of its due diligence, Seller identified the following
Properties which require environmental remediation in order to obtain a No
Further Remediation Letter ("NFR Letter") from the Illinois Environmental
Protection Agency ("IEPA") or a Certificate of Completion ("Certificate of
Completion") issued by the Indiana Department of Environmental Management
("IDEM") and a Covenant Not to Xxx ("Covenant Not to Xxx") issued by the
Governor of Indiana: Chicago Enterprise Center, 00000 X. Xxxxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxx ("Chicago Enterprise Center"); Hammond Enterprise Center,
4507, 4531, and 0000 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx (the "Hammond Site"); and
East Chicago Enterprise Center, 0000 Xxxxxxxx Xxxxxx, X. Xxxxxxx, Xxxxxxx (the
"East Chicago Site") (collectively, the "Environmental Escrow Properties").
C. Seller has agreed to deposit into escrow the sums described herein in
order to pay for a portion of the remediation of the Environmental Escrow
Properties as provided below and to secure Buyer's delivery of an NFR Letter
issued by IEPA or Certificate of Completion issued by IDEM and Covenant Not to
Xxx issued by the Governor of Indiana for each Environmental Escrow Property,
and the parties desire to enter into this Agreement for the purpose of holding
and disbursing such funds in accordance with the terms of this Agreement.
NOW, THEREFORE, for and in consideration of the foregoing premises, the
mutual covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Seller, Buyer, and Escrow Agent do hereby covenant and agree as follows:
1. Environmental Escrow Properties. The following properties constitute
the Environmental Escrow Properties under the terms of this Agreement:
a. Chicago Enterprise Center. Seller, by and through its
consultant, Xxxxxxx Environmental, Inc. ("CEI"), discovered
contamination in the course of its due diligence for Seller, including
extensive hazardous lead and other lead contamination, the presence of
free product in three locations (between Building A-1 and C; the former
slip area; and the former underground storage tank ("UST") farm west of
Building C and south of Building A), and other contaminants of concern
(e.g., polychlorinated biphenyls ("PCBs"), arsenic and chlorinated
solvent analytes). CEI recommended obtaining an NFR Letter through the
Illinois Site Remediation Program. Seller has disclosed to Buyer a Risk
Assessment dated June 1999 and prepared by Xxxx & Xxx Xxxx for Chicago
Enterprise Center (hereinafter "Risk Assessment"). The Risk Assessment
provides for a clean-up objective for lead of nine hundred parts per
million ("900 ppm"). Seller agreed in the May 4, 2004 Letter of Intent,
by and between the Parties, to fund an escrow account with two million
nine hundred thousand dollars ($2,900,000.00) to fund Buyer's
remediation of the Chicago Enterprise Center and Buyer's reasonable
costs and expenses associated with obtaining an NFR Letter from the IEPA
with respect to all known contamination for Chicago Enterprise Center.
Buyer covenants and agrees (1) to remediate Chicago Enterprise Center as
required to obtain the NFR Letter from the IEPA with respect to all
known contamination, including, but not limited to, all Hazardous
Substances as defined by CERCLA and identified in Removal Site
Evaluation and Preliminary Assessment - Event Two Report - April, 1997
prepared by CEI with respect to Chicago Enterprise Center, (2) to
commence such remediation not later than May 21, 2006, (3) to diligently
pursue and complete such remediation within a reasonable period of time,
and (4) to use good faith efforts to add Prime Group Realty, L.P., Prime
Group Realty Trust, Enterprise Center VII, L.P., Enterprise Center VIII,
L.P., Enterprise Center IX, L.P., Enterprise Center X, L.P.,
Xxxxxx/Prime Industrial Partners, Illinois Tool Works Inc., Signode
Corporation and USX Corporation as additional recipients of the NFR
Letter and to cause the IEPA to furnish (or to furnish itself) all such
parties with copies of the NFR Letter when issued.
x. Xxxxxxx Site. In the course of its due diligence, Seller, by
and through its consultant, Heritage Environmental Services LLC
("Heritage"), discovered contamination related to the presence of free
product, lead, semi-volatile organic compounds ("SVOCs") and the
presence of an underground storage tank ("UST"), among other issues.
Groundwater monitoring, due to the presence of historical free product,
is required to be conducted at the Hammond Site for one additional
quarter. Seller agreed in the May 4, 2004 Letter of Intent, by and
between the Parties, to fund an escrow account with up to one hundred
thousand dollars ($100,000.00)(less amounts spent by Seller after May 4,
2004 and prior to Closing in connection with said remediation at the
Hammond Site which amounts shall be subject to Buyer's review and
approval of detailed invoices from Seller's environmental consultant) to
fund Buyer's remediation of the Hammond Site and Buyer's reasonable
costs and expenses associated with obtaining a Certificate of Completion
issued by IDEM and Covenant Not to Xxx issued by the Governor of Indiana
for the Hammond Site.
c. East Chicago Site. In the course of its due diligence, Seller,
by and through its consultant, Heritage, discovered contamination
related to the presence of elevated levels of TPH and the presence of an
underground storage tank ("UST"), among other issues. Groundwater
monitoring, due to the presence of elevated levels of petroleum
products, is required to be conducted at the East Chicago Site for one
additional quarter. In addition, IDEM has not approved the remedial
action plan submitted by Heritage to address the elevated levels of TPH
in the soils within two areas of the site. Seller agreed in the May 4,
2004 Letter of Intent, by and between the Parties, to fund an escrow
account with up to one hundred sixty four thousand dollars
($164,000.00)(less amounts spent by Seller after May 4, 2004 and prior
to Closing in connection with said remediation at the East Chicago Site
which amounts shall be subject to Buyer's review and approval of
detailed invoices from Seller's environmental consultant) to fund
Buyer's remediation of the East Chicago Site and Buyer's reasonable
costs and expenses associated with obtaining a Certificate of Completion
issued by IDEM and Covenant Not to Xxx issued by the Governor of Indiana
for the East Chicago Site. During the course of its due diligence, Buyer
identified free product at the East Chicago Site, as well as TPH levels
in excess of fifty thousand parts per million (50,000 ppm). Buyer also
identified the presence of PCBs, chlorinated solvents, and chromium
within the site soils. Further, Buyer detected chrome in ground water
beneath the Electro Coating Technologies tenant space. Seller has agreed
to fund an escrow account with one million two hundred fifty thousand
dollars ($1,250,000.00) to fund Buyer's remediation of the East Chicago
Site to the extent required in order for Buyer to obtain a Certificate
of Completion issued by IDEM and Covenant Not to Xxx issued by the
Governor of Indiana.
2. Escrowed Funds.
a. Seller has deposited with Escrow Agent an amount equal to THREE
MILLION ONE HUNDRED SIXTY-FOUR THOUSAND DOLLARS ($3,164,000.00) (the "Escrow
Amount") to pay for the remediation of the Environmental Escrow Properties to
applicable industrial/commercial or construction worker remedial objectives and
applicable groundwater standards as established under the applicable IEPA Tiered
Approach to Corrective Action Objectives ("TACO") or the IDEM Risk Based
Clean-Up Objectives (the "Remediation"), and the obtainment by Buyer of an NFR
Letter from IEPA, or a Certificate of Completion issued by IDEM and a Covenant
Not to Xxx issued by the Governor of Indiana for each respective Environmental
Escrow Property.
b. Seller has also deposited with Escrow Agent an amount equal to ONE
MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($1,250,000.00) (the "East Chicago
Supplemental Escrow Amount") to pay for any Remediation of TPH, free product,
PCBs, chlorinated solvents and chromium if and to the extent required by IDEM at
the East Chicago Site in order to obtain a Certificate of Completion issued by
IDEM and a Covenant Not to Xxx issued by the Governor of Indiana, respectively.
The East Chicago Supplemental Escrow Amount shall only be used in connection
with the Remediation of TPH, free product, PCBs, chlorinated solvents and
chromium if and to the extent required by IDEM. If (i) IDEM does not require
Remediation of TPH, free product, PCBs, chlorinated solvents or chromium at the
East Chicago Site in order to issue a Certificate of Completion, and (ii) the
Governor of Indiana does not require Remediation of TPH, free product, PCBs,
chlorinated solvents or chromium at the East Chicago Site in order to issue a
Covenant Not to Xxx, the East Chicago Supplemental Escrow Amount shall be
promptly released to Seller.
c. By its execution of this Agreement, Escrow Agent acknowledges receipt
of the funds in an amount equal to the Escrow Amount and East Chicago
Supplemental Escrow Amount (collectively, the "Escrowed Funds").
3. Use of Escrowed Funds.
a. Escrowed Funds. The Escrowed Funds shall be used by Buyer to
remediate the Environmental Escrow Properties and to obtain the Certificates of
Completion issued by IDEM and Covenants Not to Xxx issued by the Governor of
Indiana for the East Chicago Site and the Hammond Site and NFR Letter(s) from
IEPA for Chicago Enterprise Center. Buyer shall diligently obtain the
Certificates of Completion, Covenants Not to Xxx and NFR Letters for each
Environmental Escrow Property and shall diligently complete the Remediation at
the Environmental Escrow Properties. Subject to the provisions of this
Agreement, including, but not limited to, Section 1, the Remediation of the
Environmental Escrow Properties is at the sole direction of Buyer.
b. Environmental Escrow Properties - Seller's Liability. Buyer
agrees that Seller's liability to Buyer under this Agreement for the Remediation
of the Environmental Escrow Properties shall be limited to the Escrowed Funds.
Notwithstanding the foregoing, this Section 3(b) shall in no manner limit or
restrict Seller's obligations under the Disposition Agreement (subject to the
terms and provisions contained therein).
c. Use of Escrowed Funds. Buyer agrees to use the Escrowed Funds
for the purposes set forth in Paragraph 3 (a)-(c) of this Agreement. Buyer may
use the Escrowed Funds for costs associated with, but not necessarily limited
to: filing, review, application, oversight and other fees and charges payable to
IEPA or IDEM; all fees and charges invoiced by the contractors selected by Buyer
and reasonably acceptable to Seller for services contemplated under this
Agreement; laboratory charges; charges for disposal of hazardous or
non-hazardous wastes in connection with such Remediation; and all reasonable
fees and costs incurred by Buyer's counsel in connection with monitoring the
Remediation or negotiating with IEPA or IDEM.
d. Release of Seller. Buyer, its parents, subsidiaries,
affiliates, divisions, shareholders, officers, directors, employees, agents,
insurers, trustees, attorneys, representatives, successors and assigns do hereby
fully and forever release, acquit and discharge Seller, Enterprise Center I,
L.P, Enterprise Center II, L.P., Enterprise Center III, L.P., Enterprise Center
IV, L.P. , East Chicago Enterprise Center Limited Partnership, Enterprise Center
V, L.P., Enterprise Center VI, L.P., Hammond Enterprise Center Limited
Partnership, Enterprise Center VII, L.P., Enterprise Center VIII, L.P.,
Enterprise Center IX, L.P., Enterprise Center X, L.P., Xxxxxx/Prime Industrial
Partners and each of their respective parents, subsidiaries, affiliates,
divisions, shareholders, officers, directors, employees, agents, insurers,
trustees, attorneys, representatives, successors and assigns (the "Seller
Released Parties"), of and from any and all common law and statutory claims,
demands, rights, liabilities, suits, set-offs, damages, actions or causes of
action, attorney fees, or related costs or expenses incurred by Buyer, or its
parent, subsidiaries, affiliates, divisions, shareholders, officers, directors,
employees, agents, insurers, trustees, attorneys, representatives, successors
and assigns, of whatsoever kind and nature, known or unknown, foreseen or
unforeseen, matured or unmatured, accrued or unaccrued which are or may be based
upon or related in any way to the investigation, assessment, presence or
remediation of any Hazardous Materials at any Environmental Escrow Property. For
purposes of this Agreement, "Hazardous Materials" shall mean any hazardous
substance, pollutant, contaminant, or waste regulated under any federal, state
or local statute, ordinance, regulation or rule relating to environmental
quality, health, safety, contamination and clean-up, asbestos and
asbestos-containing materials in any form; oil and petroleum products and
natural gas, natural gas liquids, liquefied natural gas and synthetic gas usable
for fuel; pesticides regulated under FIFRA; PCBs and other substances regulated
under TSCA; source material, special nuclear material, byproduct materials, and
any other radioactive materials or radioactive wastes however produced,
regulated under the Atomic Energy Act or the Nuclear-Waste Policy Act; chemicals
subject to the OSHA Hazard Communication Standard, 29 C.F.R. ss.1910.1200 et
seq.; and industrial process and pollution control wastes whether or not
hazardous within the meaning of RCRA. This release shall be contained in the
special warranty deeds to be delivered at closing or included in a separate
document and placed of record against the Environmental Escrow Properties.
Notwithstanding the foregoing, this Section 3(d) shall in no manner limit or
restrict Seller's obligations under the Disposition Agreement (subject to the
terms and provisions contained therein).
e. Release of Buyer. Upon Buyer's completion of its obligations
set forth in this Agreement, Seller, its parents, subsidiaries, affiliates,
divisions, shareholders, officers, directors, employees, agents, insurers,
trustees, attorneys, representatives, successors and assigns do hereby fully and
forever release, acquit and discharge Buyer and each of its respective parents,
subsidiaries, affiliates, divisions, shareholders, officers, directors,
employees, agents, insurers, trustees, attorneys, representatives, successors
and assigns (the "Buyer Released Parties"), of and from any and all common law
and statutory claims, demands, rights, liabilities, suits, set-offs, damages,
actions or causes of action, attorney fees, or related costs or expenses
incurred by Seller, or any other Seller Released Party, of whatsoever kind and
nature, known or unknown, foreseen or unforeseen, matured or unmatured, accrued
or unaccrued which are or may be based upon or related in any way to the
investigation, assessment, presence or remediation of any Hazardous Materials at
any Environmental Escrow Property. This release shall be contained in the
special warranty deeds to be delivered at closing or included in a separate
document and placed of record against the Environmental Escrow Properties.
Notwithstanding the foregoing, this Section 3(e) shall in no manner limit or
restrict Buyer's obligations under this Agreement or the Disposition Agreement
(subject to the terms and provisions contained herein and therein).
f. Buyer acknowledges and agrees that Buyer has received and
reviewed copies of the settlement agreements with USX Corporation (the "USX
Settlement Agreement") and Signode Corporation, a Division of Illinois Tool
Works, Inc. (the "Signode Settlement Agreement") relating to the litigation
entitled Enterprise Center VII, L.P., Enterprise Center VIII, L.P., Enterprise
Center IX, L.P., Enterprise Center X, L.P. and Xxxxxx/Prime Industrial Partners
v. USX Corporation v. The Prime Group, Inc., Case No. 96C 5283, filed on August
22, 1996, in the United States District Court for the Northern District of
Illinois, Eastern Division, and that certain provisions of the Settlement
Agreements, including, but not limited to, release provisions, are binding upon
and/or benefit Buyer, as a successor in interest to Seller and the Owners of
Chicago Enterprise Center.
4. Administration of Escrowed Funds. Escrow Agent hereby agrees to hold,
administer and disburse the Escrowed Funds pursuant to this Agreement in
accordance with written instructions given to it as provided herein. Escrow
Agent shall invest the Escrow Amount in accordance with written investment
instructions from Buyer, with interest on the Escrow Amount reported under the
United States Taxpayer Identification Number of Buyer. Escrow Agent shall invest
the East Chicago Supplemental Escrow Amount in an interest bearing account at a
bank reasonably acceptable to Buyer and Seller, with interest on the East
Chicago Supplemental Escrow Amount reported under the United States Taxpayer
Identification Number of Seller. All interest on the Escrowed Funds shall be
reinvested in the Escrowed Funds on the first day of each quarter until all
Escrowed Funds have been fully distributed in accordance with the terms of this
Agreement.
5. Disbursements by Escrow Agent.
a. Disbursements of the Escrowed Funds shall be pursuant to
written Requisitions submitted by Buyer. Each Requisition shall be signed by
Buyer and shall state with specificity (i) the amount being requisitioned out of
the Escrow, and whether such funds are payable from the Escrow Amount or the
East Chicago Supplemental Escrow Amount; (ii) an itemization of the costs and
expenses covered by the Requisition, including the names of the governmental
agencies, contractors, subcontractors or other vendors or payees for whose fees
or charges payment or reimbursement is being requisitioned; and (iii) shall
include Buyer's certification that all such Escrowed Funds requisitioned are
proper expenditures authorized by this Escrow.
b. Buyer shall submit the original of each Requisition to the
Escrow Agent with a copy to Seller. The Escrow Agent shall have absolutely no
duty or obligation to investigate or inquire into the accuracy or completeness
of any Requisition, except to confirm to its reasonable satisfaction that the
procedures herein have been followed, and the Requisition document itself and
the signature of Buyer on the Requisition are genuine. All disbursements shall
be made within one (1) business day after the Escrow Agent's receipt of the
corresponding Requisition (unless the Escrow Agent is not satisfied that the
procedures with respect to such Requisition have been followed). If wire
transfers of funds are required for any disbursement, the Escrow Agent's regular
charge or fee for such additional service shall be paid out of the Escrow.
Seller's inability to object to the disbursement of Escrowed Funds hereunder
shall not be deemed a waiver of any rights it may have against the Buyer under
this Escrow Agreement.
c. Upon completion of the remediation of the Environmental Escrow
Properties and receipt of the final NFR Letters for Chicago Enterprise Center
and final Certificates of Completion and Covenants Not to Xxx for the Hammond
Site and the East Chicago Site, Buyer shall promptly provide written notice (the
"Closure Notice") to Seller and Escrow Agent, together with copies of the NFR
Letters, Certificates of Completion and Covenants Not to Xxx. Upon receipt of
the Closure Notice, the Escrow Agent is hereby directed to immediately disburse
the remainder, if any, of the Escrow Amount to Buyer and the remainder, if any,
of the East Chicago Supplemental Escrow Amount to Seller.
d. Escrow Agent is released from all liability for disbursing the
Escrowed Funds to Buyer under this clause.
6. Escrow Agent. In the absence of bad faith on its part, Escrow Agent
may conclusively rely on a notice of instruction that is furnished to Escrow
Agent that conforms to the requirements of this Agreement. In performing any of
its duties hereunder, Escrow Agent shall not incur any liability to anyone for
any damages, losses or expenses except for willful default or breach of trust,
and it shall accordingly not incur any such liability with respect to any action
taken or omitted in reliance upon any instrument, including any written notice
or instruction provided for in this Agreement, not only as to its due execution
and the validity and effectiveness of its provisions, contained therein, but
which the Escrow Agent shall in good faith believe to be genuine, to have been
signed or presented by a proper person or persons and to conform with the
provisions of this Agreement. In the event any party disputes a proposed
disbursal by Escrow Agent and Escrow Agent is unable to resolve the dispute,
Escrow Agent may tender the Escrowed Funds into a court Escrow Agent deems to be
of competent jurisdiction which shall discharge Escrow Agent of all further
duties and liabilities hereunder or under this Agreement. Seller and Buyer
hereby agree to indemnify and hold harmless Escrow Agent against any and all
losses, claims, and counsel fees and disbursements which may be imposed upon
Escrow Agent or incurred by Escrow Agent hereunder and attributable to the acts
of such party, except those arising from willful default or breach of trust by
Escrow Agent or the performance of its duties hereunder, including any
litigation arising from this Agreement or involving the subject matter hereof.
Seller and Buyer have no obligation to indemnify Escrow Agent for the acts of
any other party. The total fees charged by Escrow Agent hereunder shall be paid
from the Escrow Amount. Such fees shall not exceed the investment fee normally
charged by Escrowee for invested client funds.
7. Term of Agreement. The term of this Agreement shall commence on the
date hereof and expire on the first to occur of (i) Seller's receipt of a
Closure Notice together with copies of all NFR Letters, Certificates of
Completion and Covenants Not to Xxx required to be delivered in connection
therewith, or (ii) the written agreement of the parties hereto.
8. Notices. Any notices pursuant to this Agreement shall be given in
writing by (a) personal delivery, or (b) reputable overnight delivery service
with proof of delivery, or (c) United States Mail, postage prepaid, registered
or certified mail, return receipt requested, or (d) legible facsimile
transmission sent to the intended addressee, in each case addressed as follows:
If intended for Seller: c/o Prime Group Realty Trust
00 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxxxx X. Xxxxxxxxx
with a copy to: c/o Prime Group Realty Trust
00 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx, Esq.
If intended for Purchaser: CenterPoint Properties Trust
0000 Xxxxx Xxxxx
Xxx Xxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxxxx X. Xxxxxx
with a copy to: Xxxxxxxx Richmond LLP
000 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxxxxxx, Esq.
If intended for Escrow Agent: Chicago Title and Trust Company
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxx Xxxxxx
or to such other address or to the attention of such other person as the
addressee shall have designated by written notice sent in accordance herewith,
and shall be deemed to have been given either at the time of personal delivery,
or, in the case of expedited delivery service or mail, as of the date of first
attempted delivery at the address and in the manner provided herein, or, in the
case of facsimile transmission, as of the date of the facsimile transmission
provided that an original of such facsimile is also sent to the intended
addressee by means described in clauses (a), (b) or (c) above. Any party, by
written notice to the others in the manner herein provided, may designate (A) an
address different from that set forth in this Agreement and (B) an additional
address (for example, without limitation) of a mortgagee.
9. Counterparts/Facsimile Execution. This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original but together
shall constitute one and the same instrument. This Agreement may be executed by
facsimile and each party shall have the right to rely upon a facsimile
counterpart signed by any other party to the same extent as if such party had
received an original counterpart from the party signing such facsimile
counterpart.
10. Assignment. Buyer may assign the rights, duties and obligations
contained in this Agreement, in whole or in part, to any subsequent owner of any
of the Environmental Escrow Properties, provided that Buyer shall in no event be
released from any of its obligations or liabilities hereunder as a result of any
such assignment.
11. Miscellaneous. This Agreement shall be construed, enforced and
interpreted in accordance with the laws of the State of Illinois. The terms and
conditions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto, their successors, legal representatives and assigns. This
Agreement may not be amended or modified except by a written instrument executed
by all of the parties hereto. In the event that Buyer or Seller is required to
enforce the provisions of this Agreement, such party, if it prevails, shall be
entitled to receive from the other party all costs and expenses, including,
without limitation, reasonable attorneys' fees incurred. Time is of the essence
of this Agreement. If any time period by which any right, option or election
provided in this Agreement must be exercised, or by which any act must be
performed, expires on a Saturday, Sunday or legal holiday, then such time period
shall be extended through the close of business on the next business day (which,
for purposes hereof, shall be any day which is not a Saturday, Sunday or legal
holiday.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
the day and year first written above.
BUYER: SELLER:
CENTERPOINT PROPERTIES TRUST, PRIME GROUP REALTY TRUST,
a Maryland real estate investment trust a Delaware limited partnership
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxx Name: Xxxxxxx X. Xxxxxxxxx
Title: Chief Investment Officer Title: President &
Chief Executive Officer
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President Controller
ESCROW AGENT:
CHICAGO TITLE AND TRUST COMPANY
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Senior Vice President
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