AGREEMENT
THIS AGREEMENT, dated as of the _____ day of July, 1998, by and between
REAL SUB, INC., a Florida corporation, whose address is 1936 George Jenkins
Blvd., Lakeland, Florida 33815 ("Partner One"), and REGENCY CENTERS, L.P., a
Delaware limited partnership, whose address is Suite 200, 121 W. Forsyth Street,
Jacksonville, Florida 32202 ("Regency").
W I T N E S S E T H:
Partner One is the Class A Limited Partner under that certain Limited
Partnership Agreement of Queensborough Associates, L.P., a Georgia limited
partnership (the "Partnership"), dated July 16, 1992, as amended by First
Amendment dated December 31, 1992 (the "Agreement"). There are no additional
amendments to the Agreement. The Partnership owns a shopping center and related
expansion properties. The partners of the Partnership and their respective
percentage interests are as follows:
Partnership Interest
General Partner: Branch Investment Partners, L.P. 25%
Class A Limited Partner: Real Sub, Inc. 37.5%
Limited Partner: Branch/Interallianz Realty Fund, L.P. 18.75%
Limited Partner: G. Kloiber 18.75%
Under Article 18 of the Agreement, a buy-sell procedure is established.
In Section 18.1, special treatment is designated for the respective partners:
Partner One is treated as one Partner, and all remaining partners are aggregated
and treated as one Partner. The Article therefore operates as if there were only
two partners, which for purposes of this agreement are designated as Partner One
(Real Sub, Inc.), and Partner Two (the other partners).
Partner One has determined to institute the buy-sell procedures under
the Agreement, and to make an offer (the "First Offer") to Partner Two. Partner
One has made such determination based on the agreement of Regency and/or its
affiliate(s) to become the general partner and a limited partner of the
Partnership, such that if the First Offer is accepted or deemed accepted by
Partner Two, upon closing of the transactions contemplated by the First Offer,
Regency will have acquired fifty percent (50%) of the aggregate capital and
profits interests in the Partnership, and become with Partner One, all of the
partners of the Partnership. It is intended that upon such closing, Regency and
its affiliate(s) will own fifty percent (50%) of the aggregate percentage
interests of the Partnership, and that Partner One will continue as the Class A
Limited Partner, also owning fifty percent (50%) of the aggregate percentage
interests of the Partnership. It is also contemplated that upon closing, the
third party debt of the Partnership would be paid in full and that the capital
accounts of Partner One, on the one hand, and Regency (and its affiliate[s]) on
the other, would be equal.
Partner One and Regency desire to memorialize their agreements
concerning the foregoing matters.
NOW THEREFORE, in consideration of Ten Dollars ($10.00) and other
valuable consideration, receipt of which is acknowledged, Partner One and
Regency acknowledge and agree as follows:
1. The foregoing recitals are true.
2. Attached hereto as Exhibit "1" is the "First Offer" to be delivered
by Partner One to Partner Two under the provisions of Article 18 of the
Agreement, the said "First Offer" being acceptable to each of Partner One and
Regency. The "First Offer" is contingent upon (i) the status of title to the
Partnership's property not changing between the date the "First Offer" is made
and the date of the closing, and (ii) the interests being purchased being free
of any lien or encumbrance.
3. Partner One shall promptly execute and cause the First Offer to be
delivered to Partner Two in accordance with the provisions of the Agreement and
upon making the First Offer shall designate Regency as the entity to receive
title to fifty percent (50%) of the aggregate capital and profits interests in
the Partnership should the First Offer be accepted. Partner One shall furnish
Regency with a copy of the executed First Offer accompanied by such designation
and a schedule of the required responses and consequent events following
thereon. Upon receipt, Regency will accept such designation, Regency hereby
agreeing to assume and perform the obligations of the First Offer to the extent
of the interests to be acquired by Regency thereunder. Regency shall promptly
notify Partner Two of its acceptance of such designation and of its assumption
of such obligations. Partner One shall keep Regency regularly and fully advised
of the status of the First Offer and of responses made by Partner Two, if any.
Partner One shall furnish to Regency promptly after receipt, copies of all
correspondence and responses made by Partner Two in connection herewith.
Partner One shall not modify or amend the First Offer without the prior consent
of Regency.
4. Attached hereto collectively as Exhibit "2" are (i) a current rent
roll; (ii) a copy of a recent title insurance policy covering the Partnership's
property, and (iii) a survey of the Partnership's property dated July 17, 1995,
all of which are acceptable to Regency. Partner One shall not do any act or
permit any act or omission which would cause a change in occupancy, the state of
the title or the condition of the property from the date hereof to the closing,
without the prior consent of Regency.
5. Should Partner Two make or be deemed to have made a counteroffer in
accordance with the provisions of the Agreement, this agreement shall terminate
and neither party shall have any further liability hereunder.
6. Should the First Offer be or be deemed to have been accepted,
Partner One and Regency shall proceed as expeditiously as possible to close the
transaction as contemplated by the First Offer and the Agreement. Immediately
following closing the Partnership shall be constituted as follows:
General Partner Regency 25%
Limited Partner Regency 25%
Class A Limited Partner Real Sub, Inc. 50%
Regency shall thereupon pay to Partner Two, or reimburse Partner One, as the
case may be, an amount equal to (i) 100% of that portion of the First Offer
payable to Partner Two which is attributable to Partner Two's Preferred Return
Accounts and Adjusted Capital (as defined in the Agreement) of Partner Two, and
(ii) eighty percent (50/62.5) of the balance of the amounts paid or payable by
Partner One to Partner Two under the terms of the First Offer, if any.
Simultaneously therewith, Partner One shall pay Partner Two the remaining
amounts due under the terms of the First Offer. Prior to the closing Partner One
shall cause the Development Agreement and the Property Management Agreement to
be terminated, effective as of the closing. Upon closing (i) the Agreement and
the Partnership's Certificate of Limited Partnership shall be amended to reflect
the transactions contemplated hereby and any other matters to which Partner One
and Regency may agree; and (ii) the Partnership will enter into an agreement
with Regency Centers, L.P. prior to the closing of the transaction contemplated
by the First Offer for the management of the property, upon terms and conditions
and in form mutually agreeable to the parties hereto.
7. Promptly after closing Partner One and Regency (and/or its
affiliate[s]) shall each contribute or cause to be contributed to the
Partnership an amount equal to one-half (1/2) of the aggregate sums necessary to
satisfy all of the Partnership's third party debt, it being intended that upon
consummation of this transaction that except for ordinary and necessary
operational expenses, similar liabilities, the Partnership shall have no debt
unless and until the partners shall otherwise agree.
8. It is the intention of the parties that upon consummation of the
transactions contemplated hereby, Partner One, on the one hand, and Regency and
its affiliate(s) on the other, shall have equal percentage interests and capital
accounts in the Partnership. For that reason Partner One and Regency agree to
share equally the out-of-pocket costs of this transaction, including transfer
charges and similar closing expenses (excluding however the fees of their
respective counsel, which shall be paid separately by each).
9. Neither Partner One nor Regency have employed a broker or real
estate agent in connection with these matters and to the best of their knowledge
no brokerage fee or commission is or will be due in connection with this
transaction. The parties have considered such issues as casualty, condemnation
and the financial condition of tenants in the shopping center, and agree that
none shall have a bearing on this transaction, except that the proceeds of any
insurance or condemnation payable hereafter shall be shared in such fashion that
each of Partner One and Regency shall be entitled to the benefits thereof as
partners of the Partnership.
10. This Agreement and the benefits and obligations hereunder are not
assignable by either party except as specifically agreed in writing by both
parties. This Agreement constitutes the entire agreement of the parties with
respect to the matters contemplated hereby.
11. This Agreement shall be construed and enforced in accordance with
the laws of Florida.
IN WITNESS WHEREOF, the parties have executed this agreement as of the
day and year first above written.
Witnesses:
REAL SUB, INC.,
a Florida corporation
Name:
By:
Name: "Partner One"
REGENCY CENTERS, L.P.,
a Delaware limited partnership
By its sole general partner:
REGENCY REALTY CORPORATION,
a Florida corporation
Name:
By:
Name:
Name: Title:
"Regency"