Exhibit 99.3
AGREEMENT
This Agreement is made as of April 21, 1998. Everest Properties II, LLC and its
affiliates listed below ("Everest") are prepared to cooperate with Xxxx
Xxxxxxxxx and his affiliated entity (the "Buyer") to complete a purchase of the
properties (the "Properties") owned by the 5 Super 8 partnerships listed below
(the "Partnerships") on the following conditions:
(1) The Partnerships will execute and deliver, concurrently with execution of
the Purchase Agreement referred to below, the Exclusive Sales Agency
Contract in the form attached hereto as Exhibit A.
(2) Not later than April 30, 1998, Buyer executes a Purchase Agreement (in a
commercially reasonable from acceptable to Everest, incorporating the terms
set forth in this paragraph) to acquire all of the Properties for the
appraised values, payable in cash at closing. The Purchase Agreement will
provide that the Properties will be acquired by Buyer in an "as is"
condition and customary representations and warranties by the Buyer and the
Partnerships. The Purchase Agreement will include the following terms: (a)
all due diligence and receipt of a financing commitment (the "Buyer's
Contingencies") will be satisfied not later than June 30, 1998; (b) Buyer
will make a deposit (the "Deposit") of $150,000 to secure its performance
under the Purchase Agreement on the later to occur of the date the Buyer's
Contingencies are satisfied or the date Buyer is notified that the limited
partners of the Partnerships have approved the transaction (the "LP
Approval Date"); and (c) the Closing will occur on or before the later of
July 15, 1998 or 30 days after the LP Approval Date. The dates referred to
in 2(a) and 2(c) will be subject to commercially reasonable extensions. The
Deposit will be non-refundable if Buyer fails to complete the Closing as
set forth above, except if Buyer's lender fails to fund as permitted by the
terms of the financing commitment, the Deposit will be refunded to Buyer.
(3) Buyer agrees to permit Everest to attempt to provide financing for
acquisition of the Properties on terms which are to be provided to Everest
by Buyer (such terms being comparable to the terms otherwise available to
Buyer). Everest shall have 5 days following receipt of Buyer's term sheet,
to produce a written proposal from a qualified lender accepting all key
terms set forth by Buyer. If Everest's recommended lender provides
financing for the acquisition of the Properties, Everest Financial, Inc.
will be paid a 0.75% loan brokerage fee by Buyer at the Closing.
(4) The Partnerships will work diligently to file the proxy materials for the
limited partners' approval of the transaction with Buyer with the SEC not
later than April 30, 1998 and the Partnerships will work diligently to get
the proxy materials approved, mailed to limited partners and obtain the
affirmative vote of the limited partners to the transaction.
If the above conditions are satisfied, Everest will (a) vote the limited
partnerships units owned in the Partnerships in favor of a sale to Buyer and (b)
not inhibit, delay or discourage the Partnerships from obtaining limited
partners' approval or the consummation of the proposed transaction.
The terms set forth herein shall be an amendment to our settlement agreement
dated February 20, 1998.
Grotewohl Management Services, Inc.
By: /s/ XXXXXX X. XXXXXXXXX
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Xxxxxx X. Xxxxxxxxx, Chairman
As General Partner of
Super 8 Motels, Ltd.,
Super 8 Motels II, Ltd.,
Super 8 Motels III, Ltd.,
Super 8 Economy Lodging IV, Ltd.,
Famous Host Lodging V, Ltd.
/s/ XXXX XXXXXXXXX
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Xxxx Xxxxxxxxx, as an individual
Everest Properties II, LLC
Everest Properties, LLC
By: /s/ W. XXXXXX XXXXXXX
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W. Xxxxxx Xxxxxxx, President
for itself and as a Manager of
Everest Madison Investors, LLC
Everest Lodging Investors, LLC
KM Investments, LLC
Everest Financial, Inc.
By: /s/ W. XXXXXX XXXXXXX
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W. Xxxxxx Xxxxxxx, President
