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EXHIBIT 2
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AGREEMENT
BETWEEN:
(A) Crown NorthCorp, Inc., a corporation incorporated under the laws of the
State of Delaware (the `Seller') and
(B) Catella Holding AB (the `Buyer').
1. SALE OF SHARES
1.1 The Seller sells and the Buyer buys the Shares on the terms set out
herein.
1.2 The `Shares' shall mean (i) 9,594 class A shares in Telereit Holding AB
(company registration number 556556-2815) (the `Company'), representing
1.862707 % of the share capital and 2.651049 % of the votes in the
Company; (ii) SEK 9,021,924.88 Senior Owner's Debt; and (iii) SEK
9,115,775.21 Junior Owner's Debt. `Senior Owner's Debt' and `Junior
Owner's Debt' shall have the meaning ascribed to such terms in the
shareholders' agreement entered into between the Seller, Pyramid
Acquisitions, B.V. (a company incorporated under the laws of The
Netherlands), Deutsche Bank, AG (a company incorporated under the laws of
Germany), Forsakringsbolaget SPP, omsesidigt (company registration number
502014-6865) and X. Xxxxx J:or Real Estate Fund No. I AB (company
registration number 556537-3127) on 2 November 1998 in respect of their
respective shareholdings in the Company.
1.3 The Seller shall on the date of this Agreement, subject only to the
payment of the Purchase Price in accordance with Clause 3.2, deliver to
the Buyer (i) share certificates pertaining to the shares of the Company
to be assigned hereunder and (ii) debt instruments issued by the Company
in respect of the portions of Senior Owner's Debt and Junior Owners Debt
to be assigned hereunder.
2. WARRANTIES AND REPRESENTATIONS; ACKNOWLEDGEMENTS; UNDERTAKINGS
2.1 The Seller makes and the Buyer relies on the following warranties and
representations respect of the Shares or the Company:
(i) the Seller has full and unencumbered title to the Shares;
(ii) the Seller may pass full title to the Buyer free of any liens or
other encumbrances; and
(iii) the Seller is not aware of any legal or factual circumstances or
other information that could negatively affect the value of the
Shares, the Senior Owner's Debt or the Junior Owner's Debt.
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2.2 The Seller confirms and acknowledges that, upon the full payment of the
Purchase Price on the terms and conditions set out herein,
(i) it does not have any claim, action or suit and
(ii) will not put forward any claim, action or suit,
whether in contract, quasi-contract, tort, delict or quasi-delict or
howsoever described or howsoever arising, against the Buyer or any of the
Buyer's subsidiaries in respect of the Payment of Fees Agreement, this
Agreement or Purchase and Sale Agreement or any other agreement, deed or
instrument--howsoever described--contemplateD (whether explicitly or by
implication) by or in the Payment of Fees Agreement, this Agreement or
Purchase and Sale Agreement or in respect of any transaction contemplated
(whether explicitly or by implication) thereby or therein (whereby the
`Payment of Fees Agreement' shall mean that certain payment of fees
agreement dated 27 August 1998 made between Crown NorthCorp Euro A/S, a
company incorporated under the laws of the Kingdom of Denmark, and Xxxxxxx
Management Corporation ('HMC'), a corporation incorporated under the laws
of the State of Alabama; and the `Purchase and Sale Agreement' shall mean
that certain purchase and sale agreement between Crown NorthCorp Euro A/S,
HMC International, LLC, a limited liability dated 13 May 1999 company
incorporated under the laws of the State of Delaware, MarRay Investment,
LLC, a limited liability company incorporated under the laws of the State
of Delaware ('MarRay'), and Crown NorthCorp).
2.3 The Seller undertakes:
(i) to cause Crown NorthCorp Euro A/S to execute a letter addressed to
the Buyer, in which Crown NorthCorp Euro A/S undertakes commitments
substantially in the form of the Seller's commitments pursuant to
Clause 2.2;
(ii) to ensure that Crown NorthCorp Euro A/S duly honours its the
commitments referred to in paragraph (i); and
(iii) to effect the termination of that certain purchase and sale
agreement date May 13, 1999 among Xxxxxxx Management International,
LLC, MarRay, Seller and
Crown NorthCorp Euro A/S.
3. PURCHASE PRICE
3.1 The total Purchase Price for the Shares (as defined in Clause 1.2) shall
be USD 3,470,000.
3.2 The Buyer shall, subject only to the delivery of (i) share certificates
pertaining to the shares of the Company to be assigned hereunder and (ii)
debt instruments issued by the Company in respect of the portions of
Senior Owner's Debt and Junior Owner's Debt to be assigned hereunder, pay
the Purchase Price to the Seller as specified in this Clause 3.2; and the
Buyer shall not be obliged to pay the Purchase Price until the Buyer has
received physical possession of the share certificates pertaining to the
shares of the Company and the debt instruments pertaining to the relevant
portions of the Senior
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Owner's Debt and the Junior Owner's Debt endorsed in blank or endorsed to
the Buyer. The Purchase Price shall be paid as set out in the attached
wire instructions; (x) USD 1,764,246 to the Seller, (y) USD 726,000 to HMC
and (z) USD 979,754 to MarRay.
4. BUYER'S UNDERTAKING
With respect to the two Risk Participation Agreements dated August 27,
1998 between Seller and Bankers Trust Company ("BT") on the one hand and
between Seller and Deutsche Bank AG, London Branch ("DB") on the other
hand (collectively, the "RPAs"), Buyer undertakes either to assume
Seller's obligations under the RPAs or to enter into new agreements with
BT and DB to replace the RPAs such that, in either case, Seller is
released from the RPAs and BT and DB return to Seller the letters of
credit collateralizing Seller's obligations under the RPAs.
5. CHOICE OF LAW
This Agreement shall be governed by Swedish law.
6. ARBITRATION
6.1 Any dispute, controversy or claim arising out of or in connection with
this Agreement, or the breach, termination or invalidity thereof, shall be
settled by arbitration in accordance with the Rules of the Arbitration
Institute of the Stockholm Chamber of Commerce. The arbitral tribunal
shall be composed of three arbitrators, all appointed by the Institute.
6.2 The place of arbitration shall be Stockholm.
6.3 The language to be used in the arbitral proceedings shall be English.
7. SIMULTANEOUS TRANSACTIONS
The parties hereto acknowledge and agree that the sale of shares contemplated
hereby and the sale of shares contemplated by that certain Agreement dated the
date hereof between the Seller and Catella Boardroom Consulting AB shall occur
as part of one simultaneous closing, it being understood that no portion of such
closing shall be deemed to occur unless all portions of such closing shall have
occurred.
Stockholm August 18 1999
Crown NorthCorp, Inc. Catella Holding AB
/s/ Xxxxxx X. Xxxxx /s/ Xxxxx Xxxxxxxxx
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Chairman and Chief Chief Financial Officer
Executive
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