Nxxxx X Xxxxxxx is hereby designated as the Chief Executive Officer and Chief Financial Officer and Jxxx Xxxxxxxxx is designated the General Counsel and Secretary of the Company, each to serve in such capacity until his earlier death, resignation or removal from office.
Xxxx X Xxxx, Chief Corporate Counsel of the Company, shall have furnished to the Representatives a written opinion or opinions, dated the Time of Delivery for such Designated Securities, in form and substance satisfactory to the Representatives, to the effect that:
Xxxxx X X. Xxxxxxxx
Xxxxxx X Xxxxxxxx --------------------------- Xxxxxx X. Xxxxxxxx
Xxxx, Xx Xxxxxxxxxx, XX 00000 Attention: Xxxxx X. Xxxxxxxxxx, CEO Email: Xx.Xxxxxxxxxx@xxx.xxx with a copy to : Stock Yards Bancorp, Inc.
Earnxxx Xxxey Within two (2) business days after final execution of this Contract by all parties hereto, Purchaser shall deliver Purchaser's check in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) to Safeco Land Title of Dallas, 5220 Renaissance Tower, 1201 Xxx Xxxxxx, Xxxxxx, Xxxxx 00000, Xxtn: Bobbxx Xxxxx (xxe "Title Company"). The Title Company shall immediately cash the earnxxx xxxey check and deposit the proceeds thereof in an interest bearing account, the earnings from which shall accrue to the benefit of Purchaser (hereinafter the proceeds of the earnxxx xxxey check shall be referred to as the "earnxxx xxxey"). If Purchaser does not terminate this Contract during the Inspection Period (as defined in Article VI hereinbelow), then, within two (2) business days after the expiration of the Inspection Period, Purchaser will deposit with the Title Company the additional sum of Seventy-Five Thousand and No/100 Dollars ($75,000.00) in cash, which sum shall be added to and become a part of the earnxxx xxxey. Upon receipt of the second earnxxx xxxey deposit from Purchaser, the Title Company shall immediately disburse the entire $100,000.00 earnxxx xxxey deposit to Seller; upon such disbursement the $100,000.00 earnxxx xxxey deposit shall be non-refundable to the Purchaser except in the event of a default by Seller hereunder, but, if this Contract closes, then the entire $100,000.00 earnxxx xxxey deposit shall be applied in partial satisfaction of the purchase price payable at closing. In the event that this Contract is not closed, then the earnxxx xxxey shall be disbursed in the manner provided for elsewhere herein. Notwithstanding the foregoing or anything to the contrary contained elsewhere in this Contract, it is understood and agreed that One Hundred Dollars ($100.00) of the earnxxx xxxey shall in all events be delivered to Seller as valuable consideration for the Inspection Period described in Article VI hereinbelow and the execution of this Contract by Seller.
Xxxxxxx X X. Xxxxxxxx -------------------------- Xxxxxxx X. X. Xxxxxxxx
Xxxxx, Xx Vice President Gables Realty Limited Partnership 0000 Xxxxx Xxxxx Xxxx Xxxxx 0000 Xxxxxxx, Xxxxxxx 00000 Attention: Xxxxxx X. Xxxxx, Xx. Telecopier number: 000-000-0000 Confirmation number: 000-000-0000 WACHOVIA BANK, N.A., as Agent and as a Bank Commitment: $57,500,000 By: /s/ Xxxx X. Xxxxxx -------------------------- Title: Vice President ----------------------- Commitment Percentage: 32.85% Lending Office Wachovia Bank, N.A. 000 Xxxxxxxxx Xxxxxx, X.X. Xxxxxxx, Xxxxxxx 00000-0000 Attention: Real Estate Finance Division Telecopier number: 000-000-0000 Confirmation number: 000-000-0000 FIRST UNION NATIONAL BANK Commitment: $57,500,000 By: /s/ Xxxxx X. Xxxxxx -------------------------------- Xxxxx X. Xxxxxx -------------------------------- Senior Vice President -------------------------------- Commitment Lending Office Percentage: First Union National Bank 32.86% First Union Plaza 000 Xxxxxxxxx Xxxxxx, X.X., Xxxxx 000 Xxxxxxx, Xxxxxxx 00000 Attention: Xxxxx Xxxxxx Telecopier number: 000-000-0000 Confirmation number: 000-000-0000 with a copy of all notices to: First Union National Bank Construction Loan Administration Xxxx 000 X. Xxxxx de Xxxx Avenue, 1st Floor Decatur, Georgia 30030 Attention: Xxxxxx Xxxxx Telecopier number: 000-000-0000 Confirmation number: 000-000-0000 GUARANTY FEDERAL BANK, F.S.B. Commitment: $20,000,000 By: /s/ Xxxx X. Xxxxxxx ----------------------------------- Title: Vice President/ Division Manager ----------------------------------- Commitment Lending Office Percentage: Guaranty Federal Bank, F.S.B. 11.43% 0000 Xxxxxxx Dallas, Texas 75225 Attention: Xxxxx Xxxxx Telecopier number: 000-000-0000 Confirmation number: 000-000-0000 with a copy of all notices to: Guaranty Federal Bank, F.S.B. 0000 Xxxxxxx Xxxxxx Dallas, Texas 75225 Attention: Commercial Real Estate Lending Division Telecopier number: 000-000-0000 Confirmation number: 000-000-0000 AMSOUTH BANK OF ALABAMA Commitment: $20,000,000 By: /s/ Xxxxxx X. Xxxxxxx, XX --------------------------- Title: Vice President --------------------------- Commitment Lending Office Percentage: AmSouth Bank of Alabama 11.43% 0000 0xx Xxxxxx Xxxxx 0xx Xxxxx Xxxxxxxxxx, Xxxxxxx 00000 Attention: Xxxxxx Xxxxxxx Telecopier number: 000-000-0000 Confirmation number: 000-000-0000 COMMERZBANK AG, ATLANTA AGENCY Commitment: $20,000,000 By: /s/ Xxxxx Xxxxxx ------------------------------- Title: Xxxxx Xxxxxx - Vice President ------------------------------- Commitment Percentage: By: /s/ Xxxx Xxxxxxxx ------------------------------- 11.43% Title: Xxxx Xxxxxxxx - Asst. Vice President Lending Office Commerzbank AG, Atlanta Agency 0000 Xxxxxxxxx Xxxxxx, X.X. Xxxxxxx, Xxxxxxx 00000 Attention: Xxxx Xxxxxxx Telecopier number: 000-000-0000 Confirmation number: 000-000-0000 TOTAL COMMITMENTS: $175,000,000 CONSENT AND REAFFIRMATION OF GUARANTORS Each of the undersigned (i) acknowledges receipt of the foregoing Amended and Restated Credit Agreement (the "Replacement Agreement"), (ii) consents to the execution and delivery of the Replacement Agreement by the parties thereto and (iii) reaffirms all of its obligations and covenants under the Guaranty Agreement dated as of March 28, 1996 executed by it, and agrees that none of such obligations and covenants shall be affected by the execution and delivery of the Replacement Agreement. In addition, (a) the General Partner certifies that it is authorized to execute the Replacement Agreement on behalf of the Borrower and to bind the Borrower thereby, that it is authorized to execute this Consent and Reaffirmation of Guarantors on behalf of Gables-Tennessee Properties and to bind Gables-Tennessee Properties hereby, that since March 28, 1996, there has been no amendment to the Borrower's Certificate of Limited Partnership, the Borrower's Partnership Agreement, the General Partner's Certificate of Incorporation or the General Partner's Bylaws, and that each of such documents, as in effect on March 28, 1996, continues in full force and effect as of the date hereof and that since March 28, 1996, there has been no amendment to its Partnership Agreement and that its Partnership Agreement, as in effect on March 28, 1996 continues in full force and effect as of the date hereof, except that the Partnership Agreement was amended on July 24, 1997, to create preferred units in response to an issuance of preferred shares, and to make other changes relating thereto; and (b) GBP hereby certifies that since March 29, 1996, there has been no amendment to its Declaration of Trust or its Bylaws, except as indicated in the Secretary's Certificate to the Agent, and that each of such documents, as in effect on March 28, 1996, and as amended as indicated in such Secretary's Certificate, continues in full force and effect as of the date hereof. This Consent and Reaffirmation may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. GABLES GP, INC.
Xxxxxx, Xxxxxx X Xxxxxx has been with the Office of the Chairman of Insignia 000 Xxxx Xxxxxx and has been Chairman of Insignia/ESG, Inc. since July 1996. Prior to New York, NY 10166 July 1996, Xx. Xxxxxx'x principal employment for more than the prior five years was as a founder and Chairman of Xxxxxx X. Xxxxxx Company, Incorporated ("ESG"), a commercial property management and brokerage firm located in New York, New York that was acquired by Insignia in June 1996.
Xxxxx Xxxx Xxxxxx Kanarek -------------------------------------- Xxx: 000-000-6406 Print Name: Sven H. Borho Fxx: 000-000-6444 Print Tixxx: Xxxxxxx; OrbiMed Advisors LLC Subscriptiox Xxxxxx: $023,710.69 ------------------- Shares Purchased: 49,673 ----------------------- SECURITY DELIVERY INSTRUCTIONS (IF DIFFERENT THAN NOTICE ADDRESS) [PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT] KNIGHTSBRIDGE POST VENTURE IV L.P. --------------------------------------- Address for Notice: Print Entity Name ------------------ OrbiMed Advisors LLC 767 Third Avenue 00xx Xxxxx Xxx Xxxx, XX 00000
