EXHIBIT 10.17
AGREEMENT
THIS AGREEMENT (the "Agreement") is dated as of the 18th day of July,
2003, by and among First Potomac Management, Inc., a Delaware corporation ("FPM,
Inc.") and FPM Management, L.L.C., a Delaware limited liability company ("FPM,
L.L.C.").
RECITALS
WHEREAS, the parties hereto have determined that it is in each of their
respective best interests to consummate a transaction pursuant to which FPM,
Inc. will contribute all of its assets, less cash and receivables as of the
Closing Date, to FPM, L.L.C. in exchange for membership
interests of FPM, L.L.C. (the "Transaction"); and
WHEREAS, the parties hereto wish to provide herein the terms upon which
the Transaction will be consummated.
NOW THEREFORE, in consideration of the premises and the mutual
agreements contained herein, and intending to be legally bound, the parties
hereto hereby agree as follows:
1. Defined Terms. As used herein, the following terms have the following
meanings:
(a) Closing. The closing of the Transaction.
(b) Closing Date: The Closing Date shall be Friday, August 15, or
such other date as the parties mutually agree.
(c) Company. First Potomac Realty Trust, a Maryland real estate
investment trust.
2. The Transaction
(a) Consent, Conveyance. At the Closing, FPM, Inc. will sell,
assign, transfer and convey all of the assets of FPM, Inc. less cash and
receivables as of the Closing Date, to FPM, L.L.C. In consideration for the
conveyance, FPM, L.L.C. will issue to FPM, Inc. interests constituting 100% of
the outstanding membership interests in FPM, L.L.C. The parties hereby agree to
execute, or cause to be executed on their behalf, as of the Closing, all
documents deemed necessary or appropriate to effect the conveyance of the assets
to FPM, L.L.C.
(b) Closing. The Closing shall be held at the offices of Xxxxxx,
Xxxxx & Xxxxxxx, LLP, 0000 Xxxxxxxxxxxx Xxxxxx, Xxxxxxxxxx, X.X. 00000 at 3:00
p.m. on the Closing Date.
3. Representations and Warranties of FPM, Inc. FPM, Inc. hereby represents
and warrants to FPM, L.L.C. as follows:
(a) Organization and Power. FPM, Inc. is a corporation in good
standing under the laws of the State of Delaware and has the requisite power and
authority to execute and deliver this Agreement and any other document or
instrument required to be executed and delivered hereunder, to perform its
obligations and to consummate the Transaction.
(b) Consents and Approvals. The execution of this Agreement and
the consummation of the Transaction has been unanimously approved by the
shareholders and board of directors of FPM, Inc.
(c) Title and Right to Assets. The assets being conveyed to FPM,
L.L.C. will be free and clear of all liens and encumbrances on the Closing Date,
and FPM, Inc. will have good, merchantable title thereto and the right to convey
such assets in accordance with the terms of this Agreement. Upon the Closing,
good and merchantable title to the assets will pass to FPM, L.L.C.
4. Representations and Warranties of FPM, L.L.C. FPM, L.L.C. hereby
represents and warrants to FPM, Inc. that FPM, L.L.C. is a limited liability
company in good standing under the laws of the State of Delaware and has the
requisite power and authority to execute and deliver this Agreement and any
other document or instrument required to be executed and delivered hereunder, to
perform its obligations and to consummate the Transaction.
5. Miscellaneous Provisions.
(a) Entire Agreement. This Agreement contains the entire agreement
among the parties hereto with respect to the transactions contemplated hereby.
All prior negotiations and discussions by and among the parties hereto
pertaining to the subject matter hereof which are not reflected in this
Agreement are merged into this Agreement and have no further force and effect.
(b) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Maryland without giving
effect to conflict of laws principles thereof.
(c) Binding Effect. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective successors and
permitted assigns.
(d) Survival. The representations and warranties set forth in this
Agreement will survive Closing hereunder and shall not be merged in any
instrument of conveyance.
(e) Counterparts and Effectiveness. This Agreement may be executed
simultaneously in one or more counterparts, each of which shall be deemed an
original,
but all of which shall constitute but one and the same instrument. The execution
of this Agreement by facsimile signature shall be sufficient for all purposes,
and shall be binding upon any party who so executes.
(f) Interpretation. The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Whenever the context hereof so requires, the
singular will include the plural, the male gender will include the female, and
vice versa.
(g) Severability. Any provision of this Agreement which is
invalid, illegal or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability, without affecting in any way the remaining provisions hereof
in such jurisdiction or rendering that or any other provision of this Agreement
invalid, illegal or unenforceable in any other jurisdiction.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the parties hereto as of the day and year first written above.
FIRST POTOMAC MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: President
FPM MANAGEMENT, L.L.C.
BY: FIRST POTOMAC MANAGEMENT,
INC., ITS SOLE MEMBER
By: /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Its: President
