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EXECUTION COPY
AMENDED AND RESTATED
REDEMPTION AGREEMENT
THIS AMENDED AND RESTATED REDEMPTION AGREEMENT (this "Agreement") is made
as of April 27, 2000, by and among PHILIPS INTERNATIONAL REALTY, L.P., a
Delaware limited partnership, having an office at 417 Fifth Avenue, Third Floor,
New York, New York 10016 ("Operating Partnership") and PHILIP PILEVSKY
("Pilevsky"), an individual having a residence at 41 Harborview West, Lawrence,
New York 11559.
W I T N E S S E T H
WHEREAS, as of August 8, 1997, Pilevsky and PL Palm Springs, L.P., a
Delaware limited partnership ("PL Palm Springs") in which Pilevsky owned a 90.3%
limited partnership interest, had owned, respectively, a 43.5% limited
partnership interest and 51.5% limited partnership interest in Palm Springs Mile
Associates, Ltd., a Florida limited partnership ("Palm Springs Ltd");
WHEREAS, as of December 31, 1997, Pilevsky and PL Palm Springs had
contributed and/or assigned their respective interests in Palm Springs Ltd to
the Operating Partnership in exchange for, respectively, 508,299 and 601,779
Operating Partnership units;
WHEREAS, thereafter, PL Palm Springs distributed all of its 601,779
Operating Partnership units to its partners, with 90.3% of such units, or
543,407 in total, being distributed to Pilevsky;
WHEREAS, Pilevsky currently owns 1,540,290 Operating Partnership units
(the "OP Units");
WHEREAS, among those partnership and membership interests in various
partnerships and limited liability companies which own real properties that it
owns (individually, a "Property Partnership" and collectively, the "Property
Partnerships"), Operating Partnership currently owns a 99.99% limited
partnership interest (the "Palm Springs Ltd Interest") in Palm Springs Ltd;
WHEREAS, Philips Palm Springs Sub-VIII, Inc., a Delaware corporation
("Philips Sub-VIII") and a wholly-owned subsidiary of Philips International
Realty Corp., a Maryland corporation ("Philips Corp."), owns a .01% general
partnership interest in Palm Springs Ltd;
WHEREAS, Palm Springs Ltd owns the undivided fee interest in the four
parcels comprising that certain real property located in Dade County, Florida as
more particularly described on Schedule A annexed hereto (the "Property");
WHEREAS, prior to the Closing Date, Operating Partnership and Philips
Corp. shall have caused Palm Springs Ltd to have contributed, in fee, undivided
interests in two of the
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parcels comprising the Property referred to as Components 1 and 2 ("Shared
Parcels") to two (2) separate limited liability companies (each, a "Palm Springs
LLC" and, together, the "Palm Springs LLCs") all of the interests of each of
which shall be distributed to Allen Pilevsky and Fred Pilevsky;
WHEREAS, prior to the Closing Date, the Palm Springs LLCs and Palm Springs
Ltd shall have entered into a tenancy in common agreement ("Tenancy Agreement")
with respect to the Shared Parcels, which agreement shall be in form and
substance reasonably acceptable to the parties;
WHEREAS, immediately prior to the redemption described in Section 1 below,
the portion of the Property owned by Palm Springs Ltd shall have an equity value
of not less than $31,679,081 and shall be subject to an amount of debt not less
than $58,229,728 which debt shall have such terms and conditions no less
favorable to Palm Springs, Ltd than the terms on conditions set forth on
Schedule F attached hereto;
WHEREAS, in the manner set forth herein, the Operating Partnership will
redeem all of the OP Units that Pilevsky shall own and, in exchange therefor,
the Operating Partnership shall distribute to Pilevsky a 90% limited partnership
interest in Palm Springs Ltd, as more particularly set forth herein; and
WHEREAS, simultaneously with the redemption described in Section 1 below,
the Operating Partnership shall also distribute to SL Florida LLC, a Delaware
limited liability company, a 10% limited partnership interest in Palm Springs
Ltd in redemption of all of its units in Operating Partnership, and Palm Springs
Ltd shall distribute to Philips Sub-VIII an amount of cash to Philips Sub-VIII
equal to the equity value of its .01% general partnership interest in Palm
Spring Ltd in complete redemption of such interest.
WHEREAS, Operating Partnership and Pilevsky entered into that certain
Redemption Agreement, dated as of April 27, 2000 (the "Original Agreement"), in
connection with the redemption of the interests described herein;
WHEREAS, Operating Partnership and Pilevsky desire to amend and restate
the Original Agreement in its entirety to modify certain provisions thereof;
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and the mutual
covenants and agreements hereinafter set forth, and other good and valuable
consideration, the mutual receipt and legal sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. Redemption. At the Closing (as defined in Section 2), Operating
Partnership hereby agrees to redeem, and Pilevsky hereby agrees to have
redeemed, all of the OP Units which he shall own on the Closing Date free
and clear of any and all liens or other encumbrances, in exchange for
which the Operating Partnership shall distribute and/or assign to Pilevsky
a ninety percent (90%) limited partnership interest in Palm Springs Ltd
("Assigned Interest") having an equity value of not less than $28,110,293
and, in connection therewith, Palm Springs Ltd shall have sufficient debt
outstanding that will be allocated to Pilevsky (including, if necessary,
by Palm Springs Ltd having made available to Pilevsky sufficient debt for
him to guarantee or indemnify through the execution of one or more "bottom
dollar" guarantees or indemnities) so that Pilevsky shall not
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recognize any gain or income as a result of the distribution and/or
assignment of the Assigned Interest.
2. Closing. The consummation of the transactions contemplated by this
Agreement (the "Closing") shall take place at the offices of Pryor Cashman
Sherman & Flynn LLP, 410 Park Avenue, 10th Floor, New York, New York
10022, on that date and at the time prescribed for such Closing as set
forth in Section 6.2 of the Group B Agreement (as defined below) (the
"Closing Date").
3. Representations, Warranties and Covenants.
3.01 Operating Partnership hereby represents and warrants to Pilevsky as
follows:
(a) Operating Partnership is a duly formed and validly existing
limited partnership organized and in good standing under the
laws of the State of Delaware, and Palm Springs Ltd is a duly
formed and validly existing limited partnership organized and
in good standing under the laws of the State of Florida.
(b) Operating Partnership has or shall have by the Closing Date
the full legal right, power and authority to execute and
deliver this Agreement and Operating Partnership Documents (as
defined in Section 4.01) to consummate the transactions
contemplated hereby and to perform its obligations hereunder
and under Operating Partnership Documents.
(c) This Agreement and Operating Partnership Documents do not and
will not (I) contravene any provision of the Amended and
Restated Limited Partnership Agreement of Operating
Partnership ("Operating Partnership Agreement"), the Amended
and Restated Limited Partnership Agreement of Palm Springs
Mile Associates, Ltd ("Palm Springs Ltd Partnership
Agreement"), the operating agreement, if any, of any of the
Palms Springs LLCs (each of which, a "Palm Springs LLC
Agreement"), the Tenancy Agreement or any partnership or
operating agreement of any of their respective subsidiaries or
affiliates, or any judgment, order, decree, writ or injunction
issued against Operating Partnership, Palm Springs Ltd, any
Palms Springs LLC or any of their respective subsidiaries or
affiliates; or (II) materially violate a material provision of
any law or governmental ordinance, rule, regulation, order or
requirement (collectively, "Laws") to which Operating
Partnership, Palm Springs Ltd, any Palm Springs LLC or any of
their respective subsidiaries or affiliates is or will be
subject, except such violations as would not have a material
adverse effect on any of the transactions contemplated hereby
if finally determined adversely to such party. The
consummation of the transactions contemplated hereby will not
result in a breach or constitute a default or event of default
by Operating
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Partnership, Palm Springs Ltd, any Palm Springs LLC or any of
their respective subsidiaries or affiliates under any
agreement to which any of them or any of their assets are or
will be subject or bound (including, without limitation,
Operating Partnership Agreement, the Tenancy Agreement, any
Palm Springs LLC Agreement or any of the Property) and will
not result in a violation of any Laws to which Operating
Partnership, Palm Springs Ltd, any Palm Springs LLC or any of
their respective subsidiaries or affiliates is or will be
subject, except such violations as would not have a material
adverse effect on the transaction contemplated hereby if
finally determined adversely to Operating Partnership, Palm
Springs Ltd, any Palm Springs LLC or any of their respective
subsidiaries or affiliates.
(d) Operating Partnership owns the Assigned Interest free and
clear of any and all liens and encumbrances.
(e) Upon Operating Partnership's delivery of the assignment of the
Assigned Interest to Pilevsky in the manner set forth on
Schedule C (collectively, the "Assignment") and all of the
other Operating Partnership Documents, good and valid title to
the Assigned Interest will pass to Pilevsky.
(f) There are no statutory or contractual preemptive rights,
rights of refusal or options with respect to the transfer
and/or assignment of any portion of the Assigned Interest.
(g) No representation or warranty by Operating Partnership in this
Agreement and no statement contained herein or in any
document, certificate, or other writing furnished or to be
furnished by Operating Partnership to Pilevsky pursuant to the
provisions hereof or in connection with the transactions
contemplated hereby contains or will contain any untrue
statement of material fact or omits or will omit to state any
material fact necessary in order to make the statements herein
or therein not misleading. Operating Partnership has disclosed
to Pilevsky all facts known or reasonably available to
Operating Partnership that are material to the transactions
contemplated herein.
(h) Immediately prior to the Closing Date, Palm Springs Ltd will
own fee title to the Property which shall have an equity value
of not less than $31,679,081 and shall be subject to an amount
of debt not less than $58,229,728 and which debt shall have
such terms and conditions no less favorable to Palm Springs
Ltd then the terms and conditions set forth on Schedule F.
3.02 Pilevsky hereby represents and warrants to the Operating Partnership
as follows:
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(a) Pilevsky has the full legal right, power and authority to
execute and deliver this Agreement and Pilevsky Documents, to
consummate the transactions contemplated hereby, and to
perform his obligations hereunder and under Pilevsky
Documents.
(b) This Agreement and Pilevsky Documents do not and will not
contravene any judgment, order, decree, writ or injunction
issued against Pilevsky, or materially violate a material
provision of any Law applicable to Pilevsky, except such
violations as would not have a material adverse effect on any
of the transactions contemplated hereby if finally determined
adversely to Pilevsky. Pilevsky hereby represents and warrants
that the consummation of the transactions contemplated hereby
will not result in a breach or constitute a default or event
of default by Pilevsky under any agreement to which Pilevsky
or any of his assets is subject or bound and will not result
in a violation of any Laws applicable to Pilevsky, except such
violations as would not have a material adverse effect on the
transactions contemplated hereby if finally determined
adversely to Pilevsky.
(c) Pilevsky owns or will own on the Closing Date the OP Units
free and clear of any and all liens and encumbrances.
(d) Pilevsky has had the opportunity to ask questions and receive
financial information concerning the business and value of
Palm Springs Ltd, the Assigned Interest and the Property and
is sophisticated in business financial matters and understands
the benefits and risks of the investment decision contemplated
hereby. Pilevsky accepts and agrees that the Assigned Interest
to be received hereunder represents fair value for the OP
Units to be exchanged hereunder. Pilevsky acknowledges that,
were this transaction not to occur, the value in the future of
the Assigned Interest and the OP Units would be different than
their respective value today.
(e) No representation or warranty by Pilevsky in this Agreement
and no statement contained herein or in any document,
certificate, or other writing furnished or to be furnished by
Pilevsky to Operating Partnership pursuant to the provisions
hereof or in connection with the transactions contemplated
hereby contains or will contain any untrue statement of
material fact or omits or will omit to state any material fact
necessary in order to make the statements herein or therein
not misleading. Pilevsky has disclosed to Operating
Partnership all facts known or reasonably available to
Pilevsky that are material to the transactions contemplated
herein.
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3.03 Between the date first written above and the Closing Date, (A) Palm
Springs Ltd shall not enter into, renew, modify, terminate or
otherwise amend any lease or other document affecting the Property
without the prior consent of Pilevsky in each instance, which
consent shall not be unreasonably withheld or delayed and which
consent (or denial of consent in which case Pilevsky shall also
include the reasons for such denial) shall be furnished, in writing,
by a Pilevsky to Palm Springs Ltd by no later than five days
following Pilevsky's receipt of written notice of Palm Springs Ltd's
desire to enter into, renew, modify, terminate or otherwise amend
any lease or other document affecting the Property; a Pilevsky's
consent shall be deemed to have been granted if Pilevsky fails to
furnish notice, in writing, to Palm Springs Ltd of Pilevsky's denial
of consent (and the reasons for such denial) by the end of such
five-day period; (B) Palm Springs Ltd shall not enter into any
property operating maintenance or service or other contracts
requiring more than thirty (30) days notice to terminate; and (C)
Palm Springs Ltd shall continue to maintain and repair the Property
as in its normal course of business.
4. Conditions Precedent to Closing.
4.01 Operating Partnership's obligation under this Agreement to
consummate the transactions contemplated herein is subject to the
fulfillment of each of the following conditions.
(a) The representations and warranties of Pilevsky contained
herein shall be true, accurate and correct in all material
respects as of the Closing Date, except to the extent they
expressly relate only to an earlier date.
(b) All consents and approvals of governmental authorities and
parties to agreements to which Pilevsky is a party or by which
any asset owned by Pilevsky is bound that are required with
respect to the consummation of the transactions contemplated
by this Agreement shall have been obtained and copies thereof
shall have been delivered to Operating Partnership at or prior
to the Closing.
(c) On or prior to the Closing Date, (i) Pilevsky shall not have
applied for or consented to the appointment of a receiver,
trustee or liquidator for himself or any of his assets unless
the same shall have been discharged prior to the Closing Date,
and no such receiver, liquidator or trustee shall have
otherwise been appointed, unless same shall have been
discharged prior to the Closing Date, (ii) Pilevsky shall not
have admitted in writing an inability to pay his debts as they
mature, (iii) Pilevsky shall not have made a general
assignment for the benefit of creditors, (iv) Pilevsky shall
not have been adjudicated a bankrupt or insolvent, or had a
petition for reorganization granted with respect to Pilevsky,
(v) Pilevsky shall not
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have filed a voluntary petition seeking reorganization or an
arrangement with creditors or taken advantage of any
bankruptcy, reorganization, insolvency, readjustment or debt,
dissolution or liquidation law or statute, or filed an answer
admitting the material allegations of a petition filed against
him in any proceeding under any such law or statute, or had
any petition filed against him in any proceeding under any
such law or statute unless the same shall have been dismissed,
canceled or terminated prior to the Closing Date.
(d) Philips Corp. shall have received shareholder approval for the
transactions hereunder.
(e) This Agreement shall not have been terminated, if expressly
permitted herein.
(f) There shall be no litigation or administrative agency or other
governmental proceeding of any kind whatsoever, pending or
threatened, which would materially and adversely affect the OP
Units.
(g) The closing of title (the "Group A Closing") under and
pursuant to that certain Purchase and Sale Agreement (the
"Group A Agreement") dated April 28, 2000, by and among Munsey
Park Associates, LLC, North Shore Triangle, LLC, Philips
Yonkers, LLC, Philips Henry, LLC, Philips Shopping Center
Fund, L.P. and Philips Lake Mary Associates, L.P.,
collectively as Seller, and Kimco Income Operating
Partnership, L.P., as Purchaser, for each Property or Ground
Lease (each as defined in the Group A Agreement) shall have
occurred or shall have been excluded or postponed pursuant to
the terms of the Group A Agreement.
(h) While the closing of title (the "Group B Closing") under and
pursuant to that certain Asset Contribution, Purchase and Sale
Agreement dated April 28, 2000 (the "Group B Agreement"), by
and among Operating Partnership, Philips Corp., Certain
Affiliated Parties Signatory Thereto, KIR Acquisition, LLC,
and Kimco Income Operating Partnership, L.P., shall not be
scheduled to occur, and shall not occur, until at least one
day following the Closing Date, all of the material conditions
to the Group B Closing required to have been satisfied as of
the day immediately prior to the Closing Date shall have been
satisfied or waived.
(i) On or prior to the redemption described in Section 1 above,
Pilevsky shall have executed, or caused the execution of, such
guaranty or guarantees of the debt that is to encumber the
Property owned by Palms Springs Ltd immediately following the
redemption described in Section 1 above in accordance with the
terms and conditions for such debt set forth on
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Schedule F attached hereto.
4.02 Pilevsky's obligation under this Agreement to consummate the
transactions contemplated herein is subject to the fulfillment of
each of the following conditions.
(a) The representations and warranties of the Operating
Partnership contained herein shall be true, accurate and
correct in all material respects as of the Closing Date,
except to the extent they relate only to an earlier date.
(b) All consents and approvals of governmental authorities and
parties to agreements to which Operating Partnership, Palm
Springs Ltd, Philips Sub-VIII or any Property Partnership is a
party or by which any asset of Operating Partnership, Palm
Springs Ltd, Philips Sub-VIII or any Property Partnership is
bound (including any of the Property) that are required with
respect to the consummation of the transactions contemplated
by this Agreement shall have been obtained and copies thereof
shall have been delivered to Pilevsky at or prior to the
Closing.
(c) On or prior to Closing Date, (i) neither Operating
Partnership, Palm Springs Ltd, Philips Sub-VIII nor any
Property Partnership shall have applied for or consented to
the appointment of a receiver, trustee or liquidator for
itself or any of its assets unless the same shall have been
discharged prior to the Closing Date, and no such receiver,
liquidator or trustee shall have otherwise been appointed,
unless same shall have been discharged prior to the Closing
Date, (ii) neither Operating Partnership, Palm Springs Ltd,
Philips Sub-VIII nor any Property Partnership shall have
admitted in writing an inability to pay its debts as they
mature, (iii) neither Operating Partnership, Palm Springs Ltd,
Philips Sub-VIII nor any Property Partnership shall have made
a general assignment for the benefit of creditors, (iv)
neither Operating Partnership, Palm Springs Ltd, Philips
Sub-VIII nor any Property Partnership shall have been
adjudicated a bankrupt or insolvent, or had a petition for
reorganization granted with respect to itself, (v) neither
Operating Partnership, Palm Springs Ltd, Philips Sub-VIII nor
any Property Partnership shall have filed a voluntary petition
seeking reorganization or an arrangement with creditors or
taken advantage of any bankruptcy, reorganization, insolvency,
readjustment or debt, dissolution or liquidation law or
statute, or filed an answer admitting the material allegations
of a petition filed against it in any proceedings under any
such law or statute, or had any petition filed against it in
any proceeding under any of such law or statute unless the
same shall have been dismissed, canceled or terminated prior
to the Closing Date.
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(d) This Agreement shall not have been terminated, if expressly
permitted herein.
(e) There shall be no litigation or administrative agency or other
governmental proceeding of any kind whatsoever, pending or
threatened, which would materially and adversely affect Palm
Springs Ltd, any portion of the Assigned Interest or any of
the Property.
(f) While the Group B Closing shall not be scheduled to occur, and
shall not occur, until at least one day following the Closing
Date, all of the material conditions to the Group B Closing
required to have been satisfied as of the day immediately
prior to the Closing Date shall have been satisfied or waived.
(g) Immediately following the redemption described in Section 1
above, there shall be not less than $58,229,728 of debt
encumbering the Property, such debt shall have such terms and
conditions no less favorable to Palm Springs Ltd than the
terms and conditions set forth on Schedule F attached hereto,
and that Pilevsky shall be allocated a sufficient amount of
debt of Palm Springs Ltd (including, if necessary, Palm
Springs Ltd having made available to Pilevsky sufficient debt
for him to guarantee or indemnify through the execution of one
or more "bottom dollar" guarantees or indemnities) so that
Pilevsky shall not recognize any income as a result of the
distribution of the Assigned Interest to Pilevsky in
redemption of his OP Units.
(h) Immediately prior to the redemption described in Section 1
above, the Property shall have an equity value of at least
$31,679,081.
(i) Immediately prior to the redemption under Section 1 above, the
entire interest of Philips Sub-VIII in Palm Springs Ltd shall
have been redeemed for cash equal to the then equity value of
Philips Sub-VIII entire partnership interest in Palm Springs
Ltd and Philips Sub-VIII shall no longer be a partner of Palm
Springs Ltd.
5. Delivery of Documents at Closing.
5.01 Deliveries by Operating Partnership. Operating Partnership agrees to
deliver (or cause to be delivered) to Pilevsky at the Closing the
following agreements and documents ("Operating Partnership
Documents"), all satisfactory in form and substance to Pilevsky:
(a) The Assignment, duly executed by Operating Partnership;
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(b) A certificate of good standing and/or subsistence, dated not
more than thirty (30) days prior to the Closing Date, issued
by the Secretary of State of the State of Delaware with
respect to Operating Partnership, the State of Maryland with
respect to Philips Corp. and the State of Florida with respect
to Palm Springs Ltd;
(c) Certified copy of a consent duly adopted by the general
partner of Operating Partnership authorizing the execution,
delivery and performance of this Agreement and of each of the
Operating Partnership Documents;
(d) General release from Operating Partnership and Philips Corp.
in the form attached as Schedule D, duly executed by Operating
Partnership and Philips Corp.; and
(e) Such other consents, documents and instruments as may be
reasonably required to effectuate the terms of this Agreement
and to comply with the terms hereof.
5.02 Deliveries by Pilevsky. Pilevsky agrees to deliver (or cause to be
delivered) to Operating Partnership at the Closing the following
agreements and documents ("Pilevsky Documents"), all satisfactory in
form and substance to Operating Partnership:
(a) The Assignment, duly executed by Pilevsky;
(b) General release from Pilevsky in the form attached as Schedule
E, duly executed by Pilevsky; and
(c) Such other consents, documents and instruments as may be
reasonably required to effectuate the terms of this Agreement
and to comply with the terms hereof.
5.03 Further Assurances. After the Closing, at the request of either
party hereto, and without further conditions or consideration, each
party shall execute and deliver from time to time such other
instruments, documents, agreements and/or take such other actions as
the other party may reasonably request in order to more effectively
consummate the transactions contemplated herein. This Section 5.03
shall survive the Closing.
6. Remedies. If any party hereto shall be in default of or breach any of his
respective obligations hereunder, then each party shall have such rights or
remedies available at law and/or in equity, including, without limitation, the
right of specific performance.
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7. Notices. All notices, requests, demands, consents or waivers and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given if delivered by (i) hand, (ii) facsimile (with
immediate confirmation), (iii) a nationally recognized overnight courier for
next business day delivery (charges prepaid), or (iv) certified or registered
mail, return receipt requested (postage prepaid):
If to Operating Partnership, to:
Philips International Realty Corp.
417 Fifth Avenue, Third Floor
New York, New York 10016
Attention: Louis J. Petra
Facsimile: (212) 545-1355
With a copy to:
Pryor Cashman Sherman & Flynn, LLP
410 Park Avenue
New York, New York 10022
Attention: Jonathan A. Bernstein, Esq.
Stephen G. Epstein, Esq.
Facsimile: (212) 326-0806
If to Pilevsky, as follows:
Philip Pilevsky
41 Harborview West
Lawrence, New York 11559
Facsimile: (516) 239-3687
With a copy to:
McDermott Will & Emery
50 Rockefeller Plaza
New York, New York 10020-1605
Attention: Keith M. Pattiz, Esq.
Facsimile: (212) 547-5444
or, in each case, to such other person or address as any party shall
furnish to the other parties in writing. Notices shall be deemed to be
delivered upon receipt or rejection.
8. Confidentiality.
8.01 (a) Operating Partnership, on behalf of itself and its
Representatives (as
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defined in Section 8.03(a)), agrees that, prior to the Closing, all
information relating to this Agreement shall be kept strictly
confidential by Operating Partnership and its Representatives and
shall not, without the prior written consent of Pilevsky, be
disclosed by Operating Partnership or its Representatives, in any
manner whatsoever, in whole or in part, and will not be used by
Operating Partnership or its Representatives, directly or
indirectly, for any purpose other than evaluating the transactions
contemplated hereunder. The provisions of this Section 8.01(a) shall
in no event apply to any information which is a matter of public
record and shall not prevent Operating Partnership, Philips Corp. or
any of their Affiliates or Representatives (i) from complying with
any Law to which any of them is subject and (ii) from making any
disclosure required to be made by any of them which any of them deem
appropriate to the public, the shareholders of Philips Corp. or any
other person or persons pursuant to any Securities and Exchange Law
or other Law.
(b) Pilevsky, on behalf of himself and his Representatives, agrees
that, prior to the Closing, all information relating to this
Agreement shall be kept strictly confidential by Pilevsky and his
Representatives and shall not, without the prior written consent of
the Operating Partnership, be disclosed by Pilevsky or his
Representatives in any manner whatsoever, in whole or in part, and
will not be used by Pilevsky or his Representatives, directly or
indirectly, for any purpose other than evaluating the transactions
contemplated hereunder. The provisions of this Section shall in no
event apply to any information which is a matter of public record
and shall not prevent a Pilevsky or any of his Representatives from
complying with any Law to which Pilevsky or any such Representative
is subject.
8.02 (a) Operating Partnership shall indemnify and hold Pilevsky and his
Representatives harmless from and against any and all claims,
demands, causes of action, losses, damages, liabilities, costs and
expenses (including, without limitation, reasonable attorneys' fees
and disbursements) suffered or incurred by Pilevsky or any Affiliate
of Pilevsky or any Representative of Pilevsky and arising out of or
in connection with a breach by Operating Partnership or any
Affiliate or Representative of Operating Partnership of any
provision of this Section 8.
(b) Pilevsky shall indemnify and hold the Operating Partnership and
its Representatives harmless from and against any and all claims,
demands, causes of action, losses, damages, liabilities, costs and
expenses (including, without limitation, reasonable attorneys' fees
and disbursements) suffered or incurred by the Operating
Partnership, any Affiliate and arising out of or in connection with
a breach by a Pilevsky or any Affiliate or Representative of a
Pilevsky of any provision of this Section 8.
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8.03 As used in this Agreement, the following terms shall have the
following meanings:
(a) "Representative" shall mean, with respect to any person, any
member, shareholder, partner, manager, director, officer, trustee,
principal, agent, employee, contractor, broker, and/or other
representative of such person, including, the attorneys, accountants
and financial advisors of the Operating Partnership or Pilevsky.
(b) "Affiliate" shall mean, with respect to any person, any direct
or indirect subsidiary or other affiliate of such person.
8.04 The provisions of this Section 8 shall survive the Closing.
9. Miscellaneous.
9.01 This Agreement shall not be altered, amended, changed, waived,
terminated or otherwise modified in any respect or particular, and
no consent or approval required pursuant to this Agreement shall be
effective, unless the same shall be in writing and signed by or on
behalf of the party to be affected thereby.
9.02 This Agreement may not be assigned by any party hereto.
9.03 This Agreement shall be binding upon, and shall inure to the benefit
of, the parties hereto and to their respective heirs, executors,
administrators, successors and permitted assigns.
9.04 All prior statements, understandings, representations and agreements
between the parties, oral or written, are superseded by and merged
into this Agreement, which alone fully and completely expresses the
agreement between them in connection with this transaction and which
is entered into after full investigation, neither party relying upon
any statement, understanding, representation or agreement made by
the other not embodied in this Agreement. This Agreement shall be
given a fair and reasonable construction in accordance with the
intentions of the parties hereto, and without regard to or aid of
canons requiring construction against the party drafting this
Agreement.
9.05 Except as otherwise expressly provided herein, all of the parties'
representations, warranties, covenants and agreements herein shall
merge into the documents and agreements executed at the Closing and
shall not survive the Closing.
9.06 No failure or delay of either party in the exercise of any right or
remedy given to such party hereunder or the waiver by any party of
any condition hereunder for his benefit (unless the time specified
herein for exercise of such right or remedy
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has expired) shall constitute a waiver of any other or further right
or remedy nor shall any single or partial exercise of any right or
remedy preclude other or further exercise thereof or any other right
or remedy. No waiver by any party of any breach hereunder or failure
or refusal by any other party to comply with his obligations shall
be deemed a waiver of any other or subsequent breach, failure or
refusal to so comply.
9.07 Neither this Agreement nor any memorandum thereof shall be recorded
by either party hereto and any attempted recordation hereof shall be
void and shall constitute a default under this Agreement.
9.08 This Agreement may be executed in one or more counterparts, each of
which so executed and delivered shall be deemed an original, but all
of which taken together shall constitute but one and the same
instrument.
9.09 The caption headings in this Agreement are for convenience only and
shall not be construed to modify, explain or alter any of the terms,
covenants or conditions herein contained. Any and all schedules and
exhibits referenced herein are by this reference hereby made a part
hereof and incorporated herein.
9.10 This Agreement shall be interpreted and enforced in accordance with
the laws of the State of New York, without reference to its
conflicts of law principles and, in the event of any dispute in
connection with this Agreement, venue shall be in the federal and
state courts located in New York County.
9.11 If the last day of the period prescribed herein for the giving of
any notice, election, consent, approval, demand, objection or
request or the submission of any documents by any party hereunder
shall fall on a Saturday, Sunday or any day observed as a public
holiday by the federal government or the State of New York, then
such period shall be deemed to be extended to the immediately
following day which is not a Saturday, Sunday or such public
holiday. The term "business day" as used in this Agreement shall
mean any day other than Saturday, Sunday or any day observed as a
public holiday by the federal government or the State of New York.
9.12 Unless otherwise specified herein, for purposes of this Agreement
(a) references to persons or parties include their permitted
successors and assigns; (b) references to modifications or
amendments shall in all events mean modifications and amendments;
(c) references to statutes are to be construed as including all
rules and regulations adopted pursuant to the statute referred to
and all statutory provisions consolidating, amending or replacing
the statute referred to; (d) references to agreements and other
contractual instruments shall be deemed to include all subsequent
amendments and other modifications thereto entered into from time to
time after the date hereof; (e) the words "include" or "including",
and
14
<PAGE>
words of similar import, shall be deemed to be followed by the words
"but not limited to" or "without limitation"; (f) the words
"hereto", "herein", "hereof' and "hereunder", and words of similar
import, refer to this Agreement in its entirety; and (g) unless
otherwise specified herein, all references to Sections are to
Sections of this Agreement. Terms defined herein may be used in the
singular or the plural; when used in the singular and preceded by
"a", "an" or "any", such term shall be taken to indicated one or
more members of the relevant class; and when used in the plural,
such term shall be taken to indicate all members of the relevant
class.
9.13 If any provision of this Agreement shall be unenforceable or
invalid, the same shall not affect the remaining provisions of this
Agreement and to this end the provisions of this Agreement are
intended to be and shall be severable.
9.14 The parties hereto hereby waive trial by jury in any action,
proceeding or counterclaim brought by either against the other on
any matter arising out of or in any way connected with this
Agreement.
9.15 This Agreement shall not be binding upon any party unless and until
each of the parties shall have executed and delivered a fully
executed original of this Agreement to the other parties.
9.16 All schedules attached hereto are hereby incorporated herein by
reference and made a part hereof.
9.17 In the event that any party hereto brings an action or proceeding
for a declaration of the rights of the parties under this Agreement,
for injunctive relief, or for an alleged breach or default of this
Agreement, or any other action arising out of this Agreement or the
transactions contemplated hereby, the prevailing party in any such
action shall be entitled to an award of reasonable attorneys' fees,
disbursements and any court costs incurred in connection with such
action or proceeding, in addition to any other damages or relief
awarded, regardless of whether such action proceeds to final
judgment.
9.18 The Palm Springs Ltd Partnership Agreement shall be amended and
restated to reflect the transactions set forth herein. It is hereby
intended that Pilevsky's tax attributes attributable to the OP Units
shall be preserved in the Assigned Interest. In connection
therewith, the Palm Springs Ltd Partnership Agreement shall be
amended so as to reflect that Pilevsky shall have an initial capital
account balance of $28,110,293.00 and a ninety percent (90%)
"profit" percentage interest of 90% in Palm Springs Ltd and Pilevsky
shall be allocated a sufficient amount of debt of Palm Springs Ltd
(including, if necessary, by Palm Springs Ltd having made available
to Pilevsky sufficient debt for him to guarantee or indemnify
through the execution of one or more "bottom dollar" guarantees or
indemnities) so that
15
<PAGE>
Pilevsky shall not recognize any income or gain under Section 752 or
465 of the Internal Revenue Code of 1986, as amended.
10. As Is
10.01 Pilevsky expressly acknowledges and agrees that, subject to and in
accordance with the terms and conditions of this Agreement, in connection with
distribution of the Assigned Interest to Pilevsky, Pilevsky accepts the Property
on an "as-is-where-is and with all faults" basis.
10.02 This Agreement, as written, contains all the terms of the agreement
entered into between the parties as of the date hereof, and Pilevsky
acknowledges that neither Operating Partnership nor any of its Affiliates or
Representatives, has made any representations or held out any inducements to
Pilevsky, and Operating Partnership hereby specifically disclaims any
representation, oral or written, past, present or future, other than those
specifically set forth in this Agreement. Without limiting the generality of the
foregoing, Pilevsky has not relied on any representations or warranties, and
neither Operating Partnership nor any of its Affiliates or Representatives has
or is willing to make any representations or warranties, express or implied,
other than as may be expressly set forth herein, as to: (a) the status of title
to the Property; (b) the current or future real estate tax liability, assessment
or valuation of the Property; (c) the potential qualification of the Property
for any and all benefits conferred by any Laws whether for subsidies, special
real estate tax treatment, insurance, mortgages or any other benefits, whether
similar or dissimilar to those enumerated; (d) the compliance of the Property in
its current or any future state with applicable Laws or any violations thereof,
including, without limitation, those relating to access for the handicapped,
environmental or zoning matters, and the ability to obtain a change in the
zoning or a variance in respect to the Property's non-compliance, if any, with
zoning Laws; (e) the nature and extent of any right-of-way, lease, possession,
lien, encumbrance, license, reservation, condition or otherwise; (f) the
availability of any financing for the purchase, alteration, rehabilitation or
operation of the Property from any source, including, without limitation, any
government authority or any lender; (g) the current or future use of the
Property; (h) the present and future condition and operating state of any
personal property and the present or future structural and physical condition of
the buildings or other improvements located on the Property, their suitability
for rehabilitation or renovation, or the need for expenditures for capital
improvements, repairs or replacements thereto; (i) the viability, financial
condition or continued occupancy of any tenant; (j) the status of the leasing
market in which any Property is located; or (k) the actual or projected income
or operating expenses of the Property.
10.03 Pilevsky or anyone claiming by, through or under Pilevsky, hereby
fully and irrevocably releases Operating Partnership, its Affiliates and
Representatives, from any and all claims that it may now have or hereafter
acquire against Operating Partnership, its Affiliates or Representatives for any
cost, loss, liability, damage, expense, action or cause of action, whether
foreseen or unforeseen, arising from or related to any construction defects,
errors or omissions on or in the Property, the presence of environmentally
hazardous, toxic or dangerous substances, or any other conditions (whether
patent, latent or otherwise) affecting the Property. Pilevsky
16
<PAGE>
further acknowledges and agrees that this release shall be given full force and
effect according to each of its expressed terms and provisions, including, but
not limited to, those relating to unknown and suspected claims, damages and
causes of action.
10.04 This Section 10 shall survive the Closing or sooner termination of
this Agreement.
[The remainder of this page is intentionally left blank.]
17
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered all on the day and year first above written.
OPERATING PARTNERSHIP:
PHILIPS INTERNATIONAL REALTY, L.P., a
Delaware limited partnership
By: Philips International Realty Corp., a
Maryland corporation, its general partner
By: /s/ Louis J. Petra
---------------------------
Name: Louis J. Petra
Title: President
/s/ Philip Pilevsky
------------------------------
PHILIP PILEVSKY
<PAGE>
The undersigned authorize and consent to (both on behalf of themselves and
Palm Springs Ltd) all of the transactions contemplated by this Agreement and all
of the provisions under this Agreement, and each shall (and shall cause Palm
Springs Ltd to) take any and all actions and execute and deliver any and all
instruments, documents or agreements and to otherwise extend their full
cooperation so as to effectuate and satisfy and cause the effectuation of and
satisfaction of any and all of the representations, warranties, covenants and
obligations made herein.
PHILIPS INTERNATIONAL REALTY, L.P., a
Delaware limited partnership
By: Philips International Realty Corp., a
Maryland corporation, its general partner
By: /s/ Louis J. Petra
---------------------------
Name: Louis J. Petra
Title: President
PALM SPRINGS MILE ASSOCIATES, LTD., a Florida
limited partnership
By: Philips Palm Springs Sub-VIII, Inc., a
Delaware corporation, its general partner
By: /s/ Louis J. Petra
---------------------------
Name: Louis J. Petra
Title: President
PHILIPS PALM SPRINGS SUB-VIII, INC., a
Delaware corporation
By: /s/ Louis J. Petra
---------------------------
Name: Louis J. Petra
Title: President
PHILIPS INTERNATIONAL REALTY CORP., a
Maryland corporation
By: /s/ Louis J. Petra
---------------------------
Name: Louis J. Petra
Title: President
<PAGE>
SCHEDULE A
LEGAL DESCRIPTION OF THE PROPERTY
[See attached]
<PAGE>
SCHEDULE B
INTENTIONALLY DELETED
<PAGE>
SCHEDULE C
ASSIGNMENT OF PARTNERSHIP INTEREST
IN PALM SPRINGS MILE ASSOCIATES, LTD.
THIS ASSIGNMENT OF PARTNERSHIP INTEREST (this "Assignment") is made as of
this ___ day of ___________, 2000, by PHILIPS INTERNATIONAL REALTY, L.P., a
Delaware limited partnership, having an office at 417 Fifth Avenue, Third Floor,
New York, New York 10016 ("Assignor") and PHILIP PILEVSKY, an individual, having
a residence at 41 Harborview West, Lawrence, New York 11559 ("Assignee").
W I T N E S S E T H:
WHEREAS, Assignor owns a 99.99% limited partnership interest in Palm
Springs Mile Associates, Ltd., a Florida limited partnership ("Limited
Partnership");
WHEREAS, Limited Partnership owns undivided interests in those four
parcels comprising that certain real property located in Miami Dade County,
State of Florida as more particularly described on Schedule 1 annexed hereto
(the "Property");
WHEREAS, this Assignment is being made pursuant to that certain Amended
and Restated Redemption Agreement, dated as of April 27, 2000 (the "Redemption
Agreement") by and between Assignor and Assignee, whereby in exchange for all of
the units in Assignor owned by Assignee, Assignor shall distribute to Assignee a
90% limited partnership interest (the "Assigned Interest") in Limited
Partnership having an equity value and being encumbered by such debt as set
forth in the Redemption Agreement;
WHERAS, simultaneously with the distribution of the Assigned Interest to
Assignee, Assignor shall, pursuant to a separate redemption agreement of even
date with the Redemption Agreement, distribute to SL Florida LLC, a Delaware
limited liability company, 10% partnership interest in Limited Partnership in
exchange for all of the units in Assignor owned by it, and Limited Partnership
shall redeem the 0.01% partnership interest in Limited Partnership owned by
Philips Palm Springs Sub-VIII, Inc., the general partner of Limited Partnership,
for an amount of cash equal to the equity value of such interest as of
immediately prior to this Assignment;
WHEREAS, upon the distribution by Assignor of the Assigned Interest to
Assignee, Assignee shall no longer be a partner in Assignor; and
WHEREAS, the Amended and Restated Limited Partnership Agreement of Limited
Partnership (the "Partnership Agreement") shall be amended and restated to
reflect the transactions undertaken pursuant to the Redemption Agreement and
other redemption agreements of even date therewith.
<PAGE>
NOW, THEREFORE, for Ten ($10) Dollars and other good and valuable
consideration, the mutual receipt and legal sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
1. All of the recitals set forth above are incorporated herein as if fully
set forth below.
2. Assignor represents and warrants to Assignee that: (a) Assignor is the
record owner of the Assigned Interest, and the Assigned Interest is free
and clear of any lien, claim or encumbrance; (b) Assignor has full right,
power and authority to perform the terms of this Assignment; and (c)
Assignor has not heretofore sold, assigned, transferred, encumbered,
pledged or hypothecated all or any part of the Assigned Interest.
3. Assignor hereby sells, grants, assigns, transfers and conveys to Assignee
all of its legal and beneficial right, title and interest in and to the
Assigned Interest which shall include, without limitation, all right,
title and interest, if any, of Assignor in and to the assets of Limited
Partnership and Assignor's right to receive any past, present or future
profits, gains, losses and distributions of any nature from Limited
Partnership. The Partnership Agreement shall be amended to reflect that
Assignee shall have an initial capital account balance immediately
following Assignor's distribution of the Assigned Interest to Assignee
equal to the equity value of such Assigned Interest as set forth in the
Redemption Agreement, and to reflect that Assignee shall have a "profit"
percentage interest of 90% in respect of the Assigned Interest.
4. Assignee hereby accepts the Assignment of the Assigned Interest and agrees
to assume, fulfill, perform and discharge all the obligations and
liabilities of Assignor with respect to the Assigned Interest, accruing or
obligated to be performed from and after the date hereof.
5. The Assigned Interest shall be subject to the amount of Limited
Partnership's debt as set forth in the Redemption Agreement, and such debt
shall have terms no less favorable to Limited Partnership than those set
forth on Schedule F to the Redemption Agreement.
6. This Assignment shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
7. This Assignment is the final expression of, and contains the entire
agreement between, the parties with respect to the subject matter hereof,
and supersedes all prior understandings with respect thereto.
8. This Assignment may not be modified, changed, supplemented or terminated,
nor may any obligations hereunder be waived, except by written instrument,
signed by the party to be charged or by its agent duly authorized in
writing, or as otherwise expressly permitted herein.
9. This Assignment shall be interpreted and enforced in accordance with the
laws of the State of New York without reference to principles of conflicts
of laws.
<PAGE>
10. This Assignment may be executed in one or more counterparts, each of which
shall be deemed to be an original Assignment, but all of which, taken
together, shall constitute but one and the same Assignment.
[The remainder of this page is intentionally left blank.]
<PAGE>
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as
of the date first written above.
WITNESS: ASSIGNOR:
PHILIPS INTERNATIONAL REALTY, L.P., a
Delaware limited partnership
By: Philips International Realty Corp., a
Maryland corporation, its general partner
_______________________________ By:___________________________
Print Name:____________________ Name:
Title:
WITNESS: ASSIGNEE:
_______________________________ ______________________________
Print Name:____________________ PHILIP PILEVSKY
By signing below, Limited Partnership consents to Assignor's assignment of
the Assigned Interest to Assignee pursuant to this Assignment and the Redemption
Agreement and hereby agrees to amend the Partnership Agreement in accordance
with this Assignment and the Redemption Agreement and to admit Assignee as a
limited partner of Limited Partnership pursuant to the Partnership Agreement, as
may be amended from time to time.
PALM SPRINGS MILE ASSOCIATES, LTD.,
a Florida limited partnership
By: Philips Palm Springs Sub-VIII, Inc.,
a Delaware corporation, its general partner
By:_______________________________
Name:
Title:
<PAGE>
SCHEDULE 1
LEGAL DESCRIPTION OF THE PROPERTY
[See attached]
<PAGE>
SCHEDULE D
GENERAL RELEASE
FROM OPERATING PARTNERSHIP
RELEASE
TO ALL WHOM THESE PRESENTS
SHALL COME OR MAY CONCERN, KNOW THAT
PHILIPS INTERNATIONAL REALTY, L.P., a Delaware limited partnership, and PHILIPS
INTERNATIONAL REALTY CORP., a Maryland corporation, having an office at 417
Fifth Avenue, Third Floor, New York, New York 10016, on behalf of themselves and
each of their respective direct or indirect subsidiaries or other affiliates,
successors, predecessors and permitted assigns
collectively as RELEASOR,
for good and valuable consideration, receipt of which is hereby acknowledged,
release and discharge
PHILIP PILEVSKY, an individual a residence at 41 Harborview West, Lawrence, New
York 11559, and his direct or indirect subsidiaries, affiliates or partners,
successors, predecessors and permitted assigns
collectively as RELEASEE
from all actions, causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, extents,
executions, claims and demands whatsoever, in law, admiralty or equity, which
against RELEASEE, RELEASOR, ever had, now have or hereafter can, shall or may,
have for, upon, or by reason of any matter, cause or thing whatsoever from the
beginning of the world to the day of the date of this Release and relating to,
arising under or in connection with that certain Redemption Agreement dated as
of April __, 2000 by and among RELEASOR and RELEASEE.
This RELEASE may not be changed orally.
[The remainder of this page is intentionally left blank.]
<PAGE>
In Witness Whereof, RELEASOR has hereunto set RELEASOR's hand and seal on this
___ day of April, 2000.
WITNESS: RELEASOR:
PHILIPS INTERNATIONAL REALTY, L.P., a
Delaware limited partnership
By: Philips International Realty Corp., a
Maryland corporation, its general partner
_______________________________ By:___________________________
Print Name:____________________ Name:
Title:
PHILIPS INTERNATIONAL REALTY CORP., a
Maryland corporation
_______________________________ By:___________________________
Print Name:____________________ Name:
Title:
WITNESS: RELEASEE:
_______________________________ ______________________________
Print Name:____________________ PHILIP PILEVSKY
<PAGE>
SCHEDULE E
GENERAL RELEASE
FROM PILEVSKY
RELEASE
TO ALL WHOM THESE PRESENTS
SHALL COME OR MAY CONCERN, KNOW THAT
PHILIP PILEVSKY, an individual a residence at 41 Harborview West, Lawrence, New
York 11559, and his direct or indirect subsidiaries, affiliates or partners,
successors, predecessors and permitted assigns
collectively as RELEASOR,
for good and valuable consideration, receipt of which is hereby acknowledged,
release and discharge
PHILIPS INTERNATIONAL REALTY, L.P., a Delaware limited partnership, and PHILIPS
INTERNATIONAL REALTY CORP., a Maryland corporation, having an office at 417
Fifth Avenue, Third Floor, New York, New York 10016, on behalf of themselves and
each of their respective direct or indirect subsidiaries or other affiliates,
successors, predecessors and permitted assigns
collectively as RELEASEE
from all actions, causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, extents,
executions, claims and demands whatsoever, in law, admiralty or equity, which
against RELEASEE, RELEASOR, ever had, now have or hereafter can, shall or may,
have for, upon, or by reason of any matter, cause or thing whatsoever from the
beginning of the world to the day of the date of this Release and relating to,
arising under or in connection with that certain Redemption Agreement dated as
of April __, 2000 by and among RELEASOR and RELEASEE.
This RELEASE may not be changed orally.
[The remainder of this page is intentionally left blank.]
<PAGE>
In Witness Whereof, RELEASOR has hereunto set RELEASOR's hand and seal on this
___ day of April, 2000.
WITNESS: RELEASOR:
_______________________________ ______________________________
Print Name:____________________ PHILIP PILEVSKY
WITNESS: RELEASEE:
PHILIPS INTERNATIONAL REALTY, L.P., a
Delaware limited partnership
By: Philips International Realty Corp., a
Maryland corporation, its general partner
_______________________________ By:___________________________
Print Name:____________________ Name:
Title:
PHILIPS INTERNATIONAL REALTY CORP., a
Maryland corporation
_______________________________ By:___________________________
Print Name:____________________ Name:
Title:
<PAGE>
SCHEDULE F
TERMS OF DEBT FINANCING
1. Borrower: Palm Springs Ltd
2. Lender: Prudential Securities Credit Corporation, a Delaware
corporation
3. Loan: $ 88M (estimated)
4. Security: First mortgage lien encumbering the Property
5. Securitization:
(a) Property: "Philips Plaza", located in Hialeah, Florida
Rate: Fixed, 225 basis points above 10 year treasury, at 30 year
amortization
LTV: 75/1.3 x DSC
Loan: $ 7.5M (estimated)
(b) Property: "Shops at 49th Street", located in Hialeah, Florida
Rate: Fixed, 205 basis points above 10 year treasury, at 30 year
amortization
LTV: 80/1.25 x DSC
Loan: $ 21.0M (estimated)
(c) Terms for both properties:
-10 year term
-no points
-Lender's standard securitization requirements regarding
structure and administration of loan
-"non recourse"
-no cross collateralization
6. Bridge Loan
Properties: "Mall on the Mile", located in Hialeah, Florida.
"Palm Springs Village", located in Hialeah, Florida.
Loan: $ 60.1M (estimated)
Terms:
-Floating, 200 basis points above LIBOR
-1 year initial term and 1 point fee, or 1 1/2 initial term and
1 1/2 point fee (quarterly renewals)
-no amortization
-construction loan available
-10% recourse/guaranty, subject to asset sale and elimination of
70% LTV (quarterly review)
