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EXHIBIT 10.18
DISPUTED PARTNERSHIP INTEREST PURCHASE AGREEMENT [WAREHOUSES]
THIS DISPUTED PARTNERSHIP INTEREST PURCHASE AGREEMENT [WAREHOUSES]
(the "Agreement") is made this 6th day of October, 1995, by and between XXXXXX
X. XXXX, personally ("Seller"), and DART GROUP CORPORATION ("Purchaser").
W I T N E S S E T H:
WHEREAS, Seller is the owner of the interests set forth on Exhibit A-2
(the "Undisputed Interests") in the Partnerships and/or limited liability
company set forth on Exhibit A-1;
WHEREAS, Seller claims that he or the entities set forth on Exhibit
A-3 are also the owners of the interests in the Partnerships as set forth on
Exhibit A-3 ("RSH's Claimed Partnership Interests"), the ownership of which is
disputed by Xxxxxxx X. Xxxx;
WHEREAS, Xxxxxxx X. Xxxx claims that Seller is also the owner of the
interests in the Partnerships as set forth on Exhibit A-4 ("HHH's Claimed
Ownership by RSH") in addition to the Undisputed Interests but in lieu of the
RSH's Claimed Partnership Interests;
WHEREAS, Seller is the owner of a one percent (1%) interest as a
limited partner in each of Trak Chicago Tier II Limited Partnership and 75th
Avenue Tier II Limited Partnership (the "Tier II LP Interests");
WHEREAS, RSH's Claimed Partnership Interests, HHH's Claimed Ownership
by RSH, and the Tier II LP Interests are hereinafter referred to collectively
as the "Disputed Partnership Interests" (it being agreed that the interests in
Pennsy Drive Warehouses, L.L.C. are not subject to this Agreement);
WHEREAS, Purchaser desires to buy and Seller is willing to sell the
Disputed Partnership Interests, it being the intent of the parties that Seller
is to quitclaim and cause the entities named on Exhibit A-3 (collectively, the
"Selling Entities") to quitclaim the Disputed Partnership Interests and the
economic interests appurtenant thereto (the "Disputed Economic Interests");
NOW, THEREFORE, in consideration of the foregoing, One Dollar ($1.00),
the mutual promises herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Seller and Purchaser hereby agree as follows:
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1. PURCHASE AND SALE OF PARTNERSHIP INTERESTS.
1.1 (a) Seller shall assign, sell, transfer and
otherwise convey to Purchaser, and Seller shall cause each Selling Entity to
assign, sell, transfer and otherwise convey to Purchaser, on a quitclaim basis
(except as set forth in Section 4 below), all of Seller's and/or such Selling
Entity's right, title and interest, if any, in the Disputed Partnership
Interests and Disputed Economic Interests at the Closing(s) (hereinafter
defined) as provided in Section 5 hereof.
(b) Seller acknowledges that Purchaser's acquisition
of the Disputed Partnership Interests and Disputed Economic Interests owned or
claimed by 00xx Xxxxxx Tier II Limited Partnership and Trak Chicago Tier II
Limited Partnership (as shown on Exhibit A-3) will trigger material adverse tax
consequences to Seller. Seller hereby waives and releases Purchaser from any
claims, liability, or responsibility with respect thereto.
1.2 Notwithstanding Section 1.1 above to the contrary, if
and to the extent Section 1.1 or the implementation of its provisions would
give rise to a right of first offer or right of first refusal on the part of
any third party who desires to exercise that right, then Section 1.1 shall,
without further action by the parties, be automatically suspended or null and
void with respect to the Disputed Partnership Interests and/or Disputed
Economic Interests to which the third party desires to exercise such right.
Seller hereby gives his consent to the conveyances set forth in Section 1.1 and
waives all rights of first offer or first refusal he may have with respect
thereto. To the extent he has the power and authority to do so, Seller hereby
causes each Partnership and each Selling Entity to consent to the conveyances
set forth in Section 1.1 and to waive all rights of first offer or first
refusal they may have with respect thereto.
1.3 Seller hereby approves and waives any right of first
offer or first refusal, and, to the extent he can control the Selling Entities,
Seller hereby causes the Selling Entities to approve and waive any right of
first offer or first refusal, with respect to any acquisition by Purchaser or
its parent, subsidiary or affiliated entities of any of Xxxxxxx X. Xxxx'x
claimed interests (or any appurtenances thereto) in any of the Partnerships or
in any Selling Entity.
2. PAYMENT AND PLEDGE OF PROSPECTIVE ECONOMIC BENEFITS.
2.1 Seller covenants to deliver to Purchaser all cash
flow from operations which Seller and each Selling Entity may hereafter derive
from his or its Disputed Interests in the Partnerships (the "Prospective
Economic Benefits"), but Seller and each Selling Entity retains his/its rights
to receive proceeds from capital transactions and the return of his/its
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capital accounts (until such time as the applicable Disputed Economic
Interests are assigned under this Agreement). Seller further covenants to
deliver to each Partnership a notice in the form attached hereto as Exhibit D
notifying each recipient to make payments of the Prospective Economic Benefits
directly to Purchaser or its designees from time to time; notwithstanding
anything in this Agreement to the contrary, said notice shall be delivered on
the date hereof.
2.2 In addition, Seller hereby pledges, and hereby causes
each Selling Entity to pledge, to Purchaser a present security interest in the
Prospective Economic Benefits, the Remainder Entity Interests (hereinafter
defined), the Disputed Interests and Disputed Economic Interests as set forth
in the applicable Uniform Commercial Code; such interest is given to secure the
performance of Seller's and the Selling Entities' obligations under this
Agreement to convey ownership and/or the economic and other benefits of
ownership, both before and after Closing(s) hereunder, and to secure the
repayment of the $27.4 Million Note, the $37 Million Note and the $11.6 Million
Note (each as defined in the Settlement Agreement (as hereinafter defined)),
and is therefore coupled with an interest and irrevocable. To further evidence
such security interest, Seller shall simultaneously with the execution of this
Agreement enter into and cause each Selling Entity to enter into the Pledge
Agreement attached as Exhibit E.
2.3 As part of the assignment of Prospective Economic
Benefits, Seller further covenants that he will not take, or cause any Selling
Entity to take, any action with respect to the Partnerships from and after the
date hereof without first obtaining the written approval of Purchaser or its
designees; provided further, that Seller will not fail to take any action with
respect to the Partnerships that Purchaser may request from and after the date
hereof; and, provided further, that Seller shall cause the Selling Entities to
take such action with respect to the Partnerships as Purchaser may request from
and after the date hereof. Without limiting the foregoing, to the extent
Seller remains a general partner of a Partnership with any control over the
management thereof, Seller shall cause that Partnership in accordance with its
respective organizational documents to continue to operate its business in the
ordinary course, including (without limitation) distributing cash flow and
proceeds from capital events to the partners on a regular basis if and when
available. The foregoing covenants are coupled with an interest and the rights
granted to Purchaser thereunder are irrevocable.
2.4 It is intended that the assignment, pledge and
security interest created under Sections 2.1 and 2.2 above and the Pledge
Agreement referenced therein are pledges of general intangibles governed by
Section 9-318 of the Uniform Commercial Code, as adopted in any jurisdiction
relevant to this Agreement. However, if and to the extent the provisions of
Sections 2.1 and 2.2 above or such Pledge Agreement would allow any other
partner
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in a Partnership to invoke a right of first offer or first refusal with respect
to the Prospective Economic Benefits and such other partner indicates a desire
to do so, then, without further action by the parties hereto, the provisions of
Sections 2.1 and 2.2 above and such Pledge Agreement shall be suspended, and,
if necessary, null and void, with respect to that Partnership until such time
as such right of first offer or first refusal is inapplicable or waived.
3. CONSIDERATION. The consideration for the conveyance of the
Disputed Partnership Interests and the Disputed Economic Interests and the
agreements set forth herein with respect to the Prospective Economic Benefits
is: (a) the settlement of various claims which the parties have against each
other with respect to various stock options, employment agreements, real estate
transactions and related matters, all as more fully set forth in a separate
Settlement Agreement of even or approximate date herewith between Seller and
Purchaser (the "Settlement Agreement") and in a Real Estate Master Agreement
[Real Estate] of even or approximate date herewith among Seller, Purchaser and
Xxxxx Xxxxxx Real Estate Company (the "Real Estate Master Agreement"); and (b)
the following cash (to be paid only in accordance with the Real Estate Master
Agreement) allocated as follows:
(i) to the Disputed Partnership Interests and the
Disputed Economic Interests in 0000 Xxxxxx Xxxxx Associates Limited
Partnership: $10.00.
(ii) to the Disputed Partnership Interests and the
Disputed Economic Interests in Seventy-Fifth Avenue Associates Limited
Partnership and in 75th Avenue Tier II Limited Partnership: $10.00.
(iii) to the Disputed Partnership Interests and the
Disputed Economic Interests in Trak Chicago Limited Partnership I and in Trak
Chicago Tier II Limited Partnership: $10.00.
(iv) to the Disputed Partnership Interests and the
Disputed Economic Interests in Combined Properties/Ontario Limited Partnership:
$10.00.
4. SELLER'S REPRESENTATIONS AND WARRANTIES.
Seller represents and warrants the following to Purchaser as
of the date hereof, notwithstanding any independent investigation which
Purchaser may have conducted (but subject to the last paragraph of this
Section):
4.1 As to RSH's Claimed Partnership Interests and the
Disputed Economic Interests appurtenant thereto, Seller believes in good faith
that he or a Selling Entity is the legal and
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beneficial owner of RSH's Claimed Partnership Interests and the Disputed
Economic Interests appurtenant thereto, and Seller will continue to maintain
that claim to the applicable Closing Date(s) (hereinafter defined) and
thereafter. Without limiting the foregoing, Seller never agreed, verbally, in
writing or otherwise, to admit Xxxxxxx X. Xxxx as a partner (general or
limited) in any of the Partnerships and Seller shall diligently prosecute the
lawsuit known as Xxxxxxx X. Xxxx v. Xxxxxx X. Xxxx, 94CA9883 and 94CA12666,
pending in District of Columbia Superior Court.
4.2 Except to the extent Xxxxxxx X. Xxxx disputes
ownership as shown on Exhibits A-3 through A-5, and except as set forth in the
Underlying Loan Documents (as defined in the Warehouse Purchase Agreement (as
hereinafter defined)): Seller is fully authorized and empowered to execute and
deliver this Agreement and all documents contemplated to be executed by Seller
hereunder; the execution and performance hereunder by Seller and the Selling
Entities will not constitute a breach or default under, or conflict with, any
agreement to which Seller or any Selling Entities are parties or by which any
of them are bound, or under any law, regulation, court order or similar
constraint applicable to Seller or the Selling Entities; Seller and each
Selling Entity has complete and unencumbered right and power to consummate the
transactions provided for herein without the approval, consent, order or
authorization of, or designation, registration or filing with, any person or
entity or any governmental or quasi-governmental authority except as set forth
elsewhere in this Agreement with respect to bankruptcy; and this Agreement is
binding on and enforceable against Seller in accordance with its terms.
In the event Purchaser becomes aware of a breach of any
warranty or representation of Seller prior to any conveyance under this
Agreement and elects to close that conveyance notwithstanding such breach,
Purchaser will be deemed to have waived such breach for all purposes with
respect to that conveyance. With respect to any alleged breach of Seller's
warranties and representations of which Purchaser becomes actually aware only
after a conveyance, Purchaser agrees that prior to the exercise of any right or
remedy with respect to such alleged breach which has survived that conveyance
pursuant to Section 13 of this Agreement, Purchaser will give Seller written
notice of such alleged breach and will give Seller a reasonable time in light
of the circumstances to cure the condition, circumstance or event which gave
rise to such breach, provided Seller will at all times diligently and in good
faith attempt to cure such breach or provide adequate protection to Purchaser
to protect or indemnify it from all damages and adverse effects of such breach.
If Seller cures the breach or otherwise provides such protection, then such
breach will be deemed cured and waived for all purposes.
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5. CLOSING DATE.
5.1 The closing(s) ("Closing(s)") of the transactions
contemplated herein shall occur (a) with respect to any Disputed Partnership
Interest or Disputed Economic Interest which is a general partner's interest,
as and when the undisputed Interim Partnership Interest and/or Interim Economic
Interest (as such terms are defined in the Purchase Agreement [Warehouse
Partnership Interests] dated of even or approximate date herewith between
Seller and Purchaser with respect to certain warehouses described therein (the
"Warehouse Purchase Agreement")) is to be conveyed pursuant to the terms of the
Warehouse Purchase Agreement, but not later than the date that is five (5)
years after the date hereof, or (b) with respect to all other Disputed
Partnership Interests and Disputed Economic Interests, as and when the transfer
of the Remainder Partnership Interests and Remainder Economic Interests (as
such terms are defined in the Warehouse Purchase Agreement) are to be conveyed
pursuant to the terms of the Warehouse Purchase Agreement, but not later than
the date that is five (5) years after the date hereof.
5.2 All Closings hereunder shall occur at 10:00 A.M.,
Washington, D.C. time, at the offices of Xxxxx, Day, Xxxxxx & Xxxxx, 0000 X
Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. Each date on which a Closing occurs with
respect to any Disputed Partnership Interest and Disputed Economic Interest
shall be the "Closing Date" with respect thereto.
6. COSTS. Seller and Purchaser shall each bear their own costs
in connection with the transactions described herein, including, but not
limited to the fees and expenses of their respective counsel in connection with
this Agreement and any litigation arising therefrom (except as otherwise set
forth in Section 14.9 below).
7. CLOSING.
7.1 On the date hereof, Seller shall deliver to Purchaser:
(a) The Pledge Agreement referenced in Section 2.
(b) the direct payment notice referenced in Section 2.
(c) UCC-1 financing statements evidencing the
encumbrance on the Prospective Economic Benefits, the Disputed Interests and
the Disputed Economic Interests created by this Agreement and the aforesaid
Pledge Agreement.
7.2 At the applicable Closing(s), Seller shall deliver to
Purchaser, in addition to all other documents or material required by the terms
of this Agreement, the following:
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(a) For all Disputed Partnership Interests and
Disputed Economic Interests to be conveyed, assignments in the form attached
hereto as Exhibits B and C.
(b) For all Disputed Partnership Interests which are
conveyed, such amendments to the agreements of limited partnership of the
Partnerships and amendments to each Partnership's certificate of limited
partnership in form suitable for filing in the appropriate records,
implementing and evidencing the addition and/or substitution of Purchaser for
Seller and the Selling Entities, and the admission of Purchaser as a partner in
the Partnership, and granting all consents, approvals or waivers of rights
necessary or appropriate to accomplish the same, to the extent Seller has power
and authority to do the foregoing.
(c) All reports, affidavits and certificates
required by the Code and any other Federal, State or local laws pertaining to
this transaction.
7.3 On the date hereof and at the Closing(s), Purchaser
shall deliver such instruments, in recordable form or otherwise, as may be
reasonably required by Seller, Purchaser's title insurer, or the settlement
agent as a condition of Closing.
8. DEFAULT.
8.1 If Seller shall fail to perform any of the covenants
or agreements to be performed by Seller, then in any such event, in addition to
any legal or equitable remedies it may have (including specific performance,
which the parties agree is an appropriate remedy given the circumstances under
which this Agreement is entered into and that Purchaser or its parent or
affiliates are the sole tenants of the Properties (as defined in the Warehouse
Purchase Agreement)), Purchaser may require Seller to cure the default or to
compensate Purchaser with monetary damages for any loss, cost, damage or
expense Purchaser incurs or may incur as a consequence of the default.
Purchaser may not terminate this Agreement.
8.2 If Purchaser shall default in its obligation to close
hereunder, then, in addition to any legal or equitable remedies Seller may
have, including specific performance (which the parties agree is an appropriate
remedy given the circumstances under which this Agreement is entered into and
that Purchaser or its parent or affiliates are the sole tenants of the
Properties), Seller may claim monetary damages for any loss, cost, damage or
expense Seller incurs as a consequence of the default. Seller may not
terminate this Agreement.
9. BROKERS. Seller and Purchaser each represent and warrant to
the other that no agent or broker has acted on its behalf in connection with
this Agreement or the transactions
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contemplated herein (including, in the case of Seller, Combined Properties
Incorporated ("CPI")). Each party to this Agreement shall defend, indemnify
and hold harmless the other party and the Partnerships against claims of any
agents or brokers alleging to have acted on behalf of the indemnifying party.
The foregoing indemnity by Seller applies to any claim made by CPI against any
party hereto or against any Partnership, whether CPI claims to have been
engaged by Seller, a Selling Entity, or a Partnership.
10. INDEMNIFICATIONS BY SELLER. Seller shall cause each of the
Selling Entities to, and Seller shall, defend, indemnify and hold Purchaser and
each of the Partnerships harmless from and against any and all claims, demands,
actions, suits, proceedings, judgments, liabilities, settlement amounts,
damages, losses, costs and expenses (including, without limitation, reasonable
attorneys' fees) arising out of or in connection with the following:
(a) any representation and warranty made by Seller in
Section 4 not being materially true on the date hereof; and
(b) any default or alleged default (whether or not any notice
or cure period with respect thereto has expired) arising or accruing prior to
the date hereof (i) by any Partnership or by Seller on behalf of any Selling
Entity, or (ii) by Seller in his capacity as a partner, shareholder, member,
director, officer, employee or other principal or agent of any Partnership or
Selling Entity, the foregoing indemnifications to be in addition to Purchaser's
remedies set forth in Section 8.1 above for default by Seller, if Seller does
not cure the default and a transfer occurs.
The procedure for enforcing the foregoing indemnities shall be as set forth in
the Settlement Agreement.
11. INDEMNIFICATIONS BY PURCHASER. Purchaser shall defend,
indemnify and hold Seller harmless from and against any claims, demands,
actions, suits, proceedings, judgments, liabilities, settlement amounts,
damages, losses, costs and expenses (including, without limitation, reasonable
attorneys' fees) arising out of or in connection with any representation and
warranty made by Purchaser in Section 9 not being materially true on the date
hereof, the foregoing indemnification to be in addition to Seller's remedies
set forth in Section 8.2 for Purchaser's default. The procedure for enforcing
the foregoing indemnities shall be as set forth in the Settlement Agreement.
12. ENTIRE AGREEMENT. This Agreement contains the entire
agreement between the parties relating to the transfer of the Disputed
Partnership Interests and the Disputed Economic Interests and the Prospective
Economic Benefits appurtenant thereto. All Exhibits attached to this Agreement
are part of
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this Agreement and incorporated by this reference for all purposes. However,
this Agreement is entered into simultaneously with certain agreements
(including, without limitation, the Settlement Agreement and the Real Estate
Master Agreement, and the Warehouse Purchase Agreement and the Purchase
Agreement [Pennsy Drive Warehouses] dated of even or approximate date herewith
between Seller and Purchaser relating to certain property located in Landover,
Maryland, Bridgeview, Illinois and Ontario, California) as part of an
integrated resolution of various real estate-related issues; this Agreement and
said other agreement(s) are different elements of the same contractual
transaction, although divided for the convenience of the parties into separate
documents. Any material breach by Seller of the terms of this Agreement, after
taking into account the Warehouse Reserve under the Real Estate Master
Agreement, shall be a material breach of all other agreements entered into in
connection with this transaction, including (without limitation) the Settlement
Agreement and the Real Estate Master Agreement, and vice versa. With respect
to the Disputed Partnership Interests and the Disputed Economic Interests and
the Prospective Economic Benefits appurtenant thereto, all prior negotiations
between the parties are merged in this Agreement and there are no promises,
agreements, conditions, undertakings, warranties or representations, oral or
written, express or implied, between them other than as herein set forth. No
change or modification of this Agreement shall be valid unless the same is in
writing and signed by the parties hereto. No waiver of any of the provisions
of this Agreement or any other agreement referred to herein shall be valid
unless in writing and signed by the party against whom it is sought to be
enforced. In the event of any conflict between the terms of the Settlement
Agreement and the Real Estate Master Agreement (on the one hand) and the terms
of this Agreement (on the other hand), the terms of the Settlement Agreement
and the Real Estate Master Agreement shall control.
13. SURVIVAL. The covenants, agreements and indemnities set forth
in, or made pursuant to, this Agreement shall survive the date hereof, each
Closing, and the filing or recording of any documents indefinitely, except
that: (a) any representation and warranty by Seller with respect to a Disputed
Partnership Interest or a Disputed Economic Interest shall only survive for two
(2) years after the actual conveyance of that particular Interest hereunder;
and (b) all other representations and warranties by either party shall only
survive the date hereof for a period of two (2) years.
14. MISCELLANEOUS.
14.1 This Agreement shall be binding upon, and inure to
the benefit of and be enforceable by, the respective successors of the parties
hereto. This Agreement shall not be assigned by either party. Purchaser shall
have the right to designate any parent, subsidiary or affiliated person or
entity to acquire any
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Disputed Partnership Interest or Disputed Economic Interest and title to the
applicable Disputed Partnership Interest or Disputed Economic Interest shall be
issued in the name of any such designee(s). Any such designee shall be a
beneficiary of all of Seller's representations, warranties, covenants and other
agreements in this Agreement.
14.2 All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given to the following addresses and addressees (or to such other
addresses as notice may be given of from time to time):
If to Purchaser: Dart Group Corporation
0000 00xx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attn: President
and
Attn: General Counsel
with copies to: Xxxxxxx X. Xxxxx, Esq.
and
Xxxxxx X. Xxxxxxxxxx, Esq.
Xxxxx, Day, Xxxxxx & Xxxxx
0000 X Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
If to Seller: Xx. Xxxxxx X. Xxxx
c/o Combined Properties
Incorporated
0000 X Xxxxxx, X.X.
Xxxxx Xxxxx
Xxxxxxxxxx, X.X. 00000
with a copy to: Xxxx Xxxxxxxx, Esq.
Xxxxxx & Xxxxxxx
0000 Xxxxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Notices shall be deemed to have been given at the time of receipt (refusal to
accept delivery, or inability to make delivery because of an incorrect or
outdated address provided by the intended recipient, shall constitute receipt).
14.3 This Agreement shall be construed in accordance with
the internal laws of the State of Maryland, without regard to conflicts of
laws. The parties acknowledge that Maryland law is chosen, even with respect
to those Partnerships which are not in Maryland, because Maryland has the most
contacts with the transactions contemplated herein.
14.4 If any term or provision of this Agreement or the
application thereof to any person or circumstance shall, to any extent, be held
invalid or unenforceable, the remainder of this Agreement, or the application
of such term or provision to
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persons or circumstances other than those to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision
herein shall remain in full force and effect. The parties expressly
acknowledge and agree that this Agreement has been entered into with respect to
all of the Partnerships solely for the convenience of the parties and not in
order to create any additional rights in any person other than the parties
hereto. The terms and conditions of this Agreement with respect to each
Partnership shall be interpreted separately such that if any provision of this
Agreement with respect to any Partnership is ever held to be invalid or
unenforceable, the provisions of this Agreement with respect to the remaining
Partnerships shall be unaffected by such invalidity or unenforceability.
14.5 The captions of this Agreement are inserted for
convenience of reference only and do not define, describe or limit the scope or
the intent of this Agreement or any term hereof.
14.6 This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
14.7 Whenever herein the singular number is used, the same
shall include the plural where appropriate, and words of any gender shall
include the other gender where appropriate. All agreements, covenants, and
representations and warranties of Seller and the Selling Entities shall be
joint and several among the persons making the same.
14.8 If the final date of any period provided for herein
for the performance of an obligation or for the taking of any action falls on a
Saturday, Sunday or banking holiday, then the time of such period shall be
deemed extended to the next day which is not a Saturday, Sunday or banking
holiday.
14.9 In the event that a legal action is brought to
enforce the terms of this Agreement, the prevailing party shall be entitled to
collect its costs of court, including reasonable attorneys fees.
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IN WITNESS WHEREOF, the parties have duly executed and sealed
this Agreement as of the day and year first above written.
PURCHASER:
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ATTEST: DART GROUP CORPORATION
------
By: /s/ Xxxxxx X. Xxxxxx
----------------------- ----------------------------
[Corporate Seal] Name:
Title:
WITNESS: SELLER:
------- ------
/s/ Xxxxxx X. Xxxx (Seal)
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XXXXXX X. XXXX, personally
The undersigned, being a wholly-owned subsidiary of Dart Group Corporation,
hereby guaranties the performance of Dart Group Corporation under the foregoing
Disputed Partnership Interest Purchase Agreement [Warehouses].
ATTEST: XXXXX XXXXXX REAL ESTATE COMPANY
By: /s/ Xxxxxx X. Xxxxxx
-------------------- --------------------------
[Corporate Seal] Name:
Title:
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