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Exhibit 99.8
JOINDER AGREEMENT
THIS JOINDER AGREEMENT (the "Agreement") is made and entered into as of
this 26 day of September, 1996, by and between FIRST UNION REAL ESTATE EQUITY
AND MORTGAGE INVESTMENTS, an Ohio business trust ("First Union"), and TEMPLE
SHOPPING CENTER CO., L.L.C., a Delaware limited liability company ("TSC"), for
the benefit of MARATHON U.S. REALTIES, INC., a Delaware corporation, and
CENTRIXX REALTY HOLDINGS LIMITED, a Canadian corporation (collectively
hereinafter referred to as "Seller").
RECITALS
A. Seller and First Union have entered into that certain Purchase and
Sale Agreement dated as of June 12, 1996, as amended by that certain Amendment
to Purchase and Sale Agreement dated as of August 12, 1996 (said Purchase and
Sale Agreement, as amended, is hereinafter referred to as the "Purchase
Agreement"). Capitalized terms not specifically defined herein shall have the
same meanings as set forth in the Purchase Agreement.
B. Pursuant to Section 6.5 of the Agreement, First Union may elect to
have title to any one or more Properties conveyed to any one or more nominees,
provided that any such nominee agrees in writing to be bound by the terms and
conditions of the Purchase Agreement as they relate to the particular Property.
C. First Union has elected to direct Seller to transfer the Temple
Interest to TSC, and TSC desires to join and be bound by, the rights, duties,
obligations, covenants and liabilities of First Union under the terms and
conditions of the Purchase Agreement with respect to the Temple Interest, the
Temple Partnership Agreement and Temple Mall.
NOW, THEREFORE, in consideration of the recitals set forth above, which
are made a part of this Agreement, the mutual covenants hereinafter contained
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. TSC, for the benefit of Seller, hereby joins in and agrees to be
bound by all of the rights, duties, obligations, covenants and liabilities of
First Union under the terms and conditions of the Purchase Agreement as they
relate to the Temple Interest, the Temple Partnership Agreement and Temple Mall.
2. First Union agrees for the benefit of Seller that nothing contained
in this Agreement shall release First Union from any of its obligations or
liabilities under the terms of the Purchase Agreement.
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3. For purposes of any notices to be given to TSC, the following
address shall be used:
Temple Shopping Center Co. I, L.L.C.
c/o First Southwest I, Inc.
55 Public Square, Suite 1900
Cleveland, Ohio 44113
Attn: Paul F. Levin
4. This Agreement shall be binding upon and shall inure to the benefit
of First Union, TSC, and their respective legal representatives, successors and
assigns. This Agreement shall also inure to the benefit of Seller and its legal
representatives, successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above written.
FIRST UNION REAL ESTATE EQUITY TEMPLE SHOPPING CENTER CO.,
AND MORTGAGE INVESTMENTS, L.L.C., a Delaware limited liability company
an Ohio business trust
By: FIRST UNION SOUTHWEST L.L.C.,
a Delaware limited liability company,
its designated managing member
By:/s/ James C. Mastandrea
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Name:------------------------- By: FIRST SOUTHWEST I, Inc.,
Title: Chairman, President, a Delaware corporation,
Chief Executive Officer its manager
and Chief Financial
Officer By:/s/ James C. Mastandrea
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James C. Mastandrea,
President and Chief
Executive Officer
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