EXHIBIT 10.27
AMENDED AND RESTATED
AGREEMENT RE APPLICATION OF DIVIDENDS
As of November 30, 1998
Grove Property Trust
000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Dear Sirs:
The undersigned acknowledges that Grove Property Trust, a Maryland
real estate investment trust (the "Company"), has lent certain amounts to the
undersigned pursuant to a Promissory Note dated as of the dated hereof (the
"Note") for the purpose of facilitating the purchase by the undersigned of the
Company's Common Shares of Beneficial Interest, par value $0.01 per share (the
shares so purchased by the undersigned, the "Shares").
In consideration of the foregoing, the undersigned hereby covenants
and agrees with the Company as follows:
1. The undersigned shall perform in all respects his obligations
under the Note in accordance with the terms thereof.
2. Until all amounts owed to the Company by the undersigned
pursuant to the Note have been repaid or otherwise satisfied, all dividends
which the undersigned is entitled to receive in respect of the Shares shall be
held by the Company. Such amounts shall be held for the account of the
undersigned to be applied in accordance with the terms hereof.
3. Dividends held by the Company shall be applied to the payment
of interest under the Note, such payment to be made to the Company for the
account of the undersigned on the interest payment date next following the
payment of the dividend.
4. Any amounts held by the Company following the payment of
interest in accordance with the preceding paragraph shall be paid to the
undersigned as promptly as practicable following calculation of the amount of
interest to be paid pursuant to the preceding paragraph.
5. Upon execution and delivery hereof by the Company and the
undersigned, the Agreement re Application of Dividends dated as of November 30,
1998 between the Company and the undersigned (the "Original Agreement") shall be
superseded in its entirety by this Amended and Restated Agreement re Application
of Dividends.
2
If the foregoing correctly sets forth the agreement between the
undersigned and the Company with respect to the subject matter hereof, please
sign the enclosed copy of this letter whereupon it shall become a binding
agreement and the Original Agreement shall be of no further force and effect.
Very truly yours,
/s/ XXXXXXX XXXXXX
Xxxxxxx Xxxxxx
ACCEPTED AND AGREED TO:
GROVE PROPERTY TRUST
By: /s/ XXXXXX X. XXXXXXXX
--------------------------------
Name: Xxxxxx X. XxXxxxxx
Title: Chief Financial Officer
