CONTRIBUTION AND SALE AGREEMENTContribution and Sale Agreement • August 14th, 2007 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts • Colorado
THIS CONTRIBUTION AND SALE AGREEMENT (this “Agreement”) is made and entered into as of April 25, 2007 (the “Effective Date”) among JDN REAL ESTATE-APEX L.P., a Georgia limited partnership (“Apex”), JDN DEVELOPMENT COMPANY, INC., a Delaware corporation (“JDN”), DEVELOPERS DIVERSIFIED REALTY CORPORATION, an Ohio corporation (“DDR”), MT. NEBO POINTE LLC, an Ohio limited liability company (“Mt. Nebo”), CENTERTON SQUARE LLC, a Delaware limited liability company (“Centerton”, each of Apex, JDN, DDR, Mt. Nebo and Centerton, a “Contributor” and collectively, the “Contributors”), DIVIDEND CAPITAL TOTAL REALTY OPERATING PARTNERSHIP LP, a Delaware limited partnership (“TRT”), and TRT DDR VENTURE I GENERAL PARTNERSHIP, a Delaware general partnership (“Joint Venture”).
PARTNERSHIP AGREEMENT OF TRT DDR VENTURE I GENERAL PARTNERSHIP A Delaware General PartnershipPartnership Agreement • August 14th, 2007 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts • Delaware
THIS PARTNERSHIP AGREEMENT (this “Agreement”) of TRT DDR VENTURE I GENERAL PARTNERSHIP (the “Partnership”) is made as of the 11th day of May, 2007, by and between DDR TRT GP LLC, a Delaware limited liability company (“DDR”), and TRT-DDR Joint Venture I Owner LLC, a Delaware limited liability company (“TRT”).
PROMISSORY NOTEDividend Capital Total Realty Trust Inc. • August 14th, 2007 • Real estate investment trusts • New York
FOR VALUE RECEIVED, the undersigned, CENTERTON SQUARE LLC, TRT DDR BEAVER CREEK LLC, and TRT DDR MT. NEBO LLC, each a Delaware limited liability company, as borrower (individually and/or collectively, as the context may require, “Borrower”), each having an address at c/o Developers Diversified Realty Corporation, 3300 Enterprise Parkway, Beachwood, Ohio 44122, promises to pay to the order of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, “Lender”), at the office of Lender at Commercial Real Estate Services, 8739 Research Drive URP – 4, NC 1075, Charlotte, North Carolina 28262, or at such other place as Lender may designate to Borrower in writing from time to time, the principal sum of ONE HUNDRED TEN MILLION AND NO/100 DOLLARS ($110,000,000), together with interest on so much thereof as is from time to time outstanding and unpaid, from the date of the advance of the principal evidenced hereby, at the rate of five and 51/10
PURCHASE AND SALE AGREEMENT by and between TRT ACQUISITIONS LLC (Purchaser) and TEDESCHI REALTY CORPORATION EASTWAY PLAZA LLC KINGSBURY SQUARE LLC BETA PROPERTIES LLC T.D. MANSFIELD ASSOCIATES LLC MERIDEN REALTY LLC MIDDLEBORO ASSOCIATES LLC TERRENCE...Purchase and Sale Agreement • August 14th, 2007 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts • Massachusetts
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of June 7, 2007 (the “Effective Date”), is entered into by and among TEDESCHI REALTY CORPORATION, a Massachusetts corporation (“Tedeschi Realty”), EASTWAY PLAZA LLC, a Massachusetts limited liability company (“Eastway”), KINGSBURY SQUARE LLC, a Massachusetts limited liability company (“Kingsbury Square”), BETA PROPERTIES LLC, a Massachusetts limited liability company (“Beta”), T.D. MANSFIELD ASSOCIATES LLC, a Massachusetts limited liability company (“TD Mansfield”), MERIDEN REALTY LLC, a Massachusetts limited liability company (“Meriden Realty”), MIDDLEBORO ASSOCIATES LLC, a Massachusetts limited liability company (“Middleboro Associates”), TERRENCE C. TEDESCHI, as TRUSTEE OF HANWELL NOMINEE TRUST, established pursuant to a Declaration of Trust, dated January 6, 1984, recorded with the Plymouth County Registry of Deeds (the “Plymouth Registry”) in Book 5551, Page 248 (“Hanwell Trust”), COVE ROAD LLC, a Massachusetts limited
PROPERTY MANAGEMENT AGREEMENTProperty Management Agreement • August 14th, 2007 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts • Massachusetts
THIS PROPERTY MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of , 2007, between LLC, a Delaware limited liability company (hereafter referred to as “Owner”), and KeyPoint Partners, LLC, a Massachusetts limited liability company (hereafter referred to as “Property Manager”);
REAL ESTATE SALE AGREEMENT Concourse Fortune Property, San Jose, CaliforniaReal Estate Sale Agreement • August 14th, 2007 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts • California
Assignment and to the extent any provision of this Assignment is not determined to be unenforceable, such provision, or portion thereof, shall be, and remain, in full force and effect.
ASSIGNMENT OF PURCHASE AND SALE AGREEMENTAssignment of Purchase and Sale Agreement • August 14th, 2007 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts • California
THIS ASSIGNMENT OF PURCHASE AND SALE AGREEMENT (this “Assignment”) dated as of May 10, 2007 (the “Assignment Date”), by and between WESTCORE PROPERTIES AC, LLC, a Delaware limited liability company (“Assignor”), and WESTCORE-TRT FORTUNE CONCOURSE LLC, a Delaware limited liability company (“Assignee”).
MANAGEMENT AGREEMENT WESTCORE-TRT FORTUNE CONCOURSE LLCManagement Agreement • August 14th, 2007 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts • California
THIS MANAGEMENT AGREEMENT (this “Agreement”) is made as of May 17, 2007, by and between WESTCORE-TRT FORTUNE CONCOURSE LLC, a Delaware limited liability company (“Owner”) and WELLCORP PROPERTIES, LLC, a Delaware limited liability company (“Manager”).
