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Exhibit 99.6
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 SOUTHWEST
SHOPPING CENTERS CO. I, L.L.C., a Delaware limited liability company
("Southwest"), 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 title to
Pecanland Mall to Southwest, and Southwest 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 Pecanland 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. Southwest, 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 Pecanland 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 Southwest, the following
address shall be used:
Southwest Shopping Centers 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, Southwest, 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 SOUTHWEST SHOPPING CENTERS
AND MORTGAGE INVESTMENTS, CO. I, L.L.C., a Delaware limited
an Ohio business trust liability company
By: FIRST UNION SOUTHWEST
L.L.C., a Delaware limited liability
company, its manager
By:/s/ James C. Mastandrea
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Name:
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Title: Chairman, President, By: FIRST SOUTHWEST I,
Chief Executive Officer INC., a Delaware
and Chief Financial corporation, its manager
Officer
------------------------ By:/s/ James C. Mastandrea
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James C. Mastandrea
President and Chief
Executive Officer
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