EXHIBIT 10.7
AGREEMENT
Agreement made this 26th day of March, 2003, to be effective as of
January 1, 2003, by and between National Property Analysts Employee Partnership,
a Delaware limited partnership ("EP"), National Property Analysts Master Limited
Partnership, a Delaware limited partnership ("MLP"), and Penn Valley Pension
Group, a Pennsylvania limited partnership ("PVPG").
BACKGROUND
EP is the owner of various Wraparound Notes (collectively, the "EP
Notes" and individually, an "EP Note"), Wraparound Mortgages (collectively, the
"EP Mortgages" and individually, an "EP Mortgage"), and Collateral Assignments
of Rents and Leases (collectively, the "EP Collateral Assignments" and
individually, an "EP Collateral Assignment") covering the properties equitably
owned by MLP described in Exhibit A attached hereto and made a part hereof.
Several of the EP Notes, the EP Mortgages, and the EP Collateral Assignments
were acquired by EP from PVPG as the result of the partial exercise by EP of its
rights under that certain Option Agreement dated October 12, 1995, by and
between Main Line Pension Group, L.P., a Delaware limited partnership ("MLPG")
and EP (the "Option").
PVPG is the owner of various Wraparound Notes (collectively, the "PVPG
Notes" and individually, a "PVPG Note"), Wraparound Mortgages (collectively, the
"PVPG Mortgages" and individually, a "PVPG Mortgage") and Collateral Assignments
of Rents and Leases (collectively, the "PVPG Collateral Assignments" and
individually, a "PVPG Collateral Assignment") covering those properties
equitably owned by MLP described in Exhibit B attached hereto and made a part
hereof.
EP and MLP now desire to modify and amend certain terms and provisions
of the EP Notes and the EP Mortgages and PVPG and MLP now desire to modify and
amend certain terms and provisions of the PVPG Notes and the PVPG Mortgages.
NOW THEREFORE, in consideration of the foregoing premises and intending
to be legally bound, and in further consideration of the mutual promises and
agreements of the parties contained herein and for other good and valuable
consideration, receipt whereof is hereby acknowledged, the parties agree as
follows:
1. Effective January 1, 2003, the interest rate on any EP Note
that is in excess of 4.1% per annum shall be reduced to 4.1%
perannum.
2. MLP agrees to cause the record title holder of each property
encumbered by an EP Mortgage to execute a note and mortgage
modification agreement, in form and content acceptable to EP,
pursuant to which MLP and EP shall modify all EP Mortgages to:
(i) provide that the entry of a judgment lien or any
other lien against the record title holder of a property
encumbered by an EP Mortgage, unless consented to by EP, shall
constitute a default under the EP Mortgage and the EP
Collateral Assignment on that property, and the EP Note
secured thereby, which will, if not cured within thirty (30)
days of the entry of such lien, permit the mortgagee to
exercise any and all remedies available under the EP Mortgage,
the EP Collateral Assignment, and/or the EP Note secured
thereby, including, without limitation, the foreclosure of the
EP Mortgage;
(ii) cross-default and cross-collateralize the EP
Notes and the EP Mortgages on the properties owned by the
unaudited partnerships, as contemplated by the terms of that
certain Restructuring and Mortgage Modification Agreement
effective as of January 1, 1990 by and among MLPG , MLP,
National Property Analysts, Inc. and others (the
"Restructuring Agreement"), except for the EP Notes and the EP
Mortgages encumbering the properties described in Exhibit C
attached hereto and made a part hereof, if any; and
(iii) cross-default and cross-collateralize the EP
Notes and the EP Mortgages on the properties owned by the
audited partnership, as contemplated by the Restructuring
Agreement, except for the EP Notes and the EP Mortgages
described in Exhibit "D" attached hereto and made a part
hereof, if any.
3. MLP agrees to cause the record title holder of each property
encumbered by an EP Mortgage to execute and deliver to EP a
deed of future interest, in form and substance acceptable to
EP, to be recorded upon signing this Agreement and to vest fee
simple title in EP on December 31, 2013 (which is the date on
which all EP Notes mature), conveying to EP fee simple title
to all properties now equitably owned by MLP in fee.
4. MLP agrees to cause the record title holder of each leasehold
estate encumbered by an EP Mortgage to execute and deliver to
EP an assignment of future interest, in form and substance
acceptable to EP, to be recorded upon signing of this
Agreement and to vest leasehold title in EP on December 31,
2013, assigning to EP the leasehold estate now equitably owned
by MLP, and all subleases now or hereafter covering that
leasehold estate.
5. In connection with (i) a sale by MLP of any property
encumbered by an EP Mortgage and an EP Collateral Assignment,
or (ii) an assignment by MLP of its leasehold estate in any
property encumbered by an EP Mortgage and an EP
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Collateral Assignment, EP shall release its liens encumbering
the property sold or the leasehold estate assigned for (a) the
amount of consideration available, if any, to be paid to EP in
connection with such sale or assignment, after paying all
transaction costs and all superior liens encumbering the
property sold or the leasehold estate assigned, or (b) no
additional consideration, if unavailable. Additionally, EP
shall join in the execution of any deed or assignment of
leasehold estate and execute any other documents that may be
required by any purchaser or title company to convey clean
title to any property or leasehold estate.
6. As consideration for the purchase by EP of the EP Notes, the
EP Mortgages, and the EP Collateral Assignments listed on
Exhibit "E" attached hereto and made a part hereof from PVPG
pursuant to the Option, PVPG agrees that effective January 1,
2003, the interest rate on any PVPG Note that is in excess of
4.1% per annum shall be reduced to 4.1% per annum.
7. As further consideration for the purchase by EP of the EP
Notes, the EP Mortgages and the EP Collateral Assignments
listed on Exhibit E from PVPG, PVPG and the record title
holder of each property encumbered by a PVPG Mortgage shall
execute a note and mortgage modification agreement, in form
and content acceptable to PVPG, pursuant to which MLP and PVPG
shall modify all PVPG Mortgages to:
(a) provide that the entry of a judgment lien or any
other lien against the record title holder of a property
encumbered by a PVPG Mortgage, unless consented to by PVPG,
shall be a default under the PVPG Mortgage and the PVPG
Collateral Assignment on that property, and the PVPG Note
secured thereby, which will, if not cured within thirty (30)
days of the entry of such lien, permit the mortgagee to
exercise any and all remedies available under the PVPG
Mortgage, the PVPG Collateral Assignment, and/or the PVPG Note
secured thereby, including, without limitation, the
foreclosure of the PVPG Mortgage;
(b) cross-default and cross-collateralize the PVPG
Notes and the PVPG Mortgages on the unaudited partnerships, as
contemplated by the Restructuring Agreement, except for the
PVPG Notes and the PVPG Mortgages encumbering the properties
described in Exhibit "F" attached hereto and made a part
hereof, if any, and;
(c) cross-default and cross-collateralize the PVPG
Notes and the PVPG Mortgages on the audited partnerships, as
contemplated by the Restructuring Agreement, except for the
PVPG Notes and the PVPG Mortgages described in Exhibit "G"
attached hereto and made a part hereof, if any.
8. MLP agrees to cause the record title holder of each property
encumbered by a PVPG Mortgage to execute and deliver to PVPG a
deed of future interest, in form and substance acceptable to
PVPG, to be recorded upon signing this Agreement and to vest
fee simple title in PVPG on December 31, 2013 (which is the
date on which all PVPG Notes mature), conveying to PVPG fee
simple title to all properties now equitably owned by MLP in
fee.
9. MLP agrees to cause the record title holder of each leasehold
estate encumbered by a PVPG Mortgage to execute and deliver to
PVPG an assignment of future interest, in form and substance
acceptable to PVPG, to be recorded upon signing of this
Agreement and to vest leasehold title in PVPG on December 31,
2013, assigning to PVPG the leasehold estate now equitably
owned by MLP and all subleases now or hereafter covering that
leasehold estate.
10. In connection with (i) a sale by MLP of any property
encumbered by a PVPG Mortgage and a PVPG Collateral
Assignment, or (ii) an assignment by MLP of its leasehold
estate in any property encumbered by a PVPG Mortgage and a
PVPG Collateral Assignment, PVPG shall release its liens
encumbering the property sold or the leasehold estate assigned
for (a) the amount of consideration available, if any, to be
paid to PVPG in connection with such sale or assignment, after
paying all transaction costs and all superior liens
encumbering the property sold or the leasehold estate
assigned, or (b) no additional consideration, if unavailable.
Additionally, PVPG shall join in the execution of any deed or
assignment of leasehold estate and execute any other documents
that may be required by any purchaser or title company to
convey clean title to any property or leasehold estate.
11. This Agreement represents the entire agreement of the parties
with respect to the matters set forth herein and may not be
modified, altered, or terminated in any way, except in writing
executed by the parties hereto. This Agreement shall be
governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania.
12. Any transfer taxes, mortgage taxes, intangible taxes,
documentary stamps or similar fees required to be paid in
connection with the recordation of any of the documents
described in this Agreement in favor of EP shall be paid by
EP. Any transfer taxes, mortgage taxes, intangible taxes,
documentary stamps or similar fees required to be paid in
connection with the recordation of any of the
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documents described in this Agreement in favor of PVPG shall
be paid by PVPG. MLP, EP and PVPG agree to execute any and all
documents that may be necessary or required to effectuate the
transactions described in this Agreement.
13. In the event of a default by MLP, EP, or PVPG hereunder, the
nondefaulting party may enforce its rights hereunder by
appropriate injunctive or equitable relief, all parties
agreeing that legal remedies may be insufficient under the
circumstances.
EXECUTED as of this 26th day of March, 2003 to be effective as of
January 1, 2003.
NATIONAL PROPERTY ANALYSTS MASTER
LIMITED PARTNERSHIP, a Delaware
limited partnership
By: EBL&S, INC., a Delaware Corporation,
its General Partner
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Xxxxxx X. Xxxxxx, President
NATIONAL PROPERTY ANALYSTS EMPLOYEE
PARTNERSHIP, a Delaware limited partnership
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Xxxxxx X. Xxxxxx, General Partner
PENN VALLEY PENSION GROUP, a Pennsylvania
limited partnership
By: NATIONAL PROPERTY ANALYSTS EMPLOYEE
PARTNERSHIP, a Delaware
limited partnership, its General Partner
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Xxxxxx X. Xxxxxx, General Partner
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EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D
PROPERTY: PROPERTY: PROPERTY: PROPERTY:
--------- --------- --------- ---------
Clackamas, OR Ardmore, OK Cottage Grove, MN Yazoo City, MS
Cottage Grove, MN Bowling Green, OH New Hope, MN
Dunmore, PA Cahokia, IL
Huntsville, AL Crescent City, CA
Hutchinson, MN Xxxx Xxxxx, XX
Xxxxxxxxxxxx, XX Xxxxxxx Xxx, XX
International Falls, MN Huntington, WV
Lake Mary, FL Kalamazoo, MI
Marquette, MI Lockport, IL
Maryville, MO North Augusta, SC
Menominee, MI Oak Lawn, IL
New Hope, MN Ocala, FL
North Sarasota, FL Painesville, OH
O'Fallon, MO San Mateo, CA
Perry, GA Sault Ste Xxxxx, MI
Philadelphia, PA Waverly, OH
Seven Hills, OH
Steger, IL
Taylorville, IL
Urbana, IL
Wheelersburg, OH
Yazoo City, MS
EXHIBIT E EXHIBIT F EXHIBIT G
PROPERTY: PROPERTY: PROPERTY:
--------- --------- ---------
Ardmore, OK Huntington, WV Lockport, IL
Cahokia, IL Waverly, OH
Crescent City, CA
Xxxx Xxxxx, XX
Xxxxxxx Xxx, XX
Huntington, WV
Kalamazoo, MI
Lockport, IL
North Augusta, SC
Oak Lawn, IL
Painesville, OH
San Mateo, CA
Sault Ste Xxxxx, MI
Waverly, OH
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