AMENDED AND RESTATED MANAGEMENT AGREEMENT THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT ("Agreement") is made and entered into on March 30, 1998, by and between Philips International Realty, L.P. (the "Partnership") and Philips International Realty...Management Agreement • March 31st, 1998 • Philips International Realty Corp • Land subdividers & developers (no cemeteries) • New York
EXECUTION COPY AMENDMENT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT THIS AMENDMENT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this "Amendment") is made as of April 4, 2001, by and between PHILIPS INTERNATIONAL REALTY CORP., a...Purchase and Sale Agreement • April 17th, 2001 • Philips International Realty Corp • Real estate investment trusts
FOR SHEILA LEVINEEmployment Agreement • January 14th, 1998 • Philips International Realty Corp • Land subdividers & developers (no cemeteries) • New York
ASSET CONTRIBUTION, PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 2nd, 2000 • Philips International Realty Corp • Land subdividers & developers (no cemeteries) • New York
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of ____________________,1997, is by and among PHILIPS INTERNATIONAL REALTY CORP., a Maryland corporation (the "Company"), and the persons and entities listed...Registration Rights Agreement • December 3rd, 1997 • Philips International Realty Corp • New York
OFAgreement • January 14th, 1998 • Philips International Realty Corp • Land subdividers & developers (no cemeteries) • Delaware
FOR CARL KRAUSEmployment Agreement • July 30th, 1999 • Philips International Realty Corp • Land subdividers & developers (no cemeteries) • New York
7,200,000 Shares1 Common StockPhilips International Realty Corp • April 30th, 1998 • Land subdividers & developers (no cemeteries) • New York
AMENDED AND RESTATED NON-COMPETITION AGREEMENT THIS AMENDED AND RESTATED NON- COMPETITION AGREEMENT (this "Agreement") is made and entered into as of the 30th day of March, 1998, by and among Philips International Realty, L.P. (the "Partnership"),...Non-Competition Agreement • March 31st, 1998 • Philips International Realty Corp • Land subdividers & developers (no cemeteries) • New York
FOREmployment Agreement • April 30th, 1998 • Philips International Realty Corp • Land subdividers & developers (no cemeteries) • New York
PHILIPS PROPERTY HOLDINGS [ ], L.P. LIMITED PARTNERSHIP AGREEMENT PHILIPS PROPERTY HOLDINGS [ ], L.P. LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • December 3rd, 1997 • Philips International Realty Corp • Delaware
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPPartnership Agreement • April 30th, 1998 • Philips International Realty Corp • Land subdividers & developers (no cemeteries) • Delaware
AMENDMENT NO. 1 TO SHAREHOLDER RIGHTS AGREEMENT THIS AMENDMENT NO. 1 TO THE SHAREHOLDER RIGHTS AGREEMENT (the "Rights Agreement"), dated as of March 31, 1999, between Philips International Realty Corp., a Maryland corporation (the "Company"), and...Shareholder Rights Agreement • July 30th, 1999 • Philips International Realty Corp • Land subdividers & developers (no cemeteries) • Maryland
EXECUTION COPY REDEMPTION AGREEMENT THIS REDEMPTION AGREEMENT (this "Agreement") is made as of April 28, 2000, by and among PHILIPS INTERNATIONAL REALTY, L.P., a Delaware limited partnership, having an office at 417 Fifth Avenue, Third Floor, New...Redemption Agreement • August 15th, 2000 • Philips International Realty Corp • Land subdividers & developers (no cemeteries) • New York
FIRST AMENDMENT TO ASSET CONTRIBUTION, PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 15th, 2000 • Philips International Realty Corp • Land subdividers & developers (no cemeteries)
OFPhilips International Realty Corp • March 31st, 1999 • Land subdividers & developers (no cemeteries) • Delaware
TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS; CONSTRUCTION Section 1.01. Definitions....................................................1 Section 1.02. Accounting Terms and Determinations...........................12 Section 1.03. Other Definitional...Revolving Credit Agreement • May 15th, 1998 • Philips International Realty Corp • Land subdividers & developers (no cemeteries) • New York
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • December 3rd, 1997 • Philips International Realty Corp • New York
FOREmployment Agreement • December 3rd, 1997 • Philips International Realty Corp • New York
NON-COMPETITION AGREEMENT THIS NON-COMPETITION AGREEMENT (this "Agreement") is made and entered into as of the _____ day of _______, 1997, by and among Philips International Realty, L.P. (the "Partnership"), Philips International Realty Corp., a...Non-Competition Agreement • December 3rd, 1997 • Philips International Realty Corp • New York
Mr. Philip Pilevsky Philips International 417 Fifth Avenue New York, New York 10016Philips International Realty Corp • December 3rd, 1997
MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT ("Agreement") is made and entered into as of _____________, 1997, by and between Philips International Realty, L.P. (the "Partnership") and Philips International Realty Corp. (the "Company" and together...Management Agreement • December 3rd, 1997 • Philips International Realty Corp • New York
andShareholder Rights Agreement • March 31st, 1999 • Philips International Realty Corp • Land subdividers & developers (no cemeteries) • Maryland
SECOND AMENDMENT TO ASSET CONTRIBUTION, PURCHASE AND SALE AGREEMENTContribution, Purchase and Sale Agreement • August 15th, 2000 • Philips International Realty Corp • Land subdividers & developers (no cemeteries)
RECITALSEnvironmental Escrow Agreement • August 15th, 2000 • Philips International Realty Corp • Land subdividers & developers (no cemeteries) • New York
No. W-1Philips International Realty Corp • December 3rd, 1997
May __, 1998 Philips International Realty Corp. 417 Fifth Avenue New York, NY 10016 Ladies and Gentlemen: Reference is made to that certain Contribution and Exchange Agreement, dated as of December 31, 1997, as amended (the "Contribution and Exchange...Philips International Realty Corp • April 17th, 1998 • Land subdividers & developers (no cemeteries)
Reference is made to that certain Contribution and Exchange Agreement, dated as of December 31, 1997, as amended (the "Contribution and Exchange Agreement"), by and among Philips International Realty Corp. (the "REIT"), Philips International Realty, L.P. (the "Operating Partnership" and, together with the REIT, the "Company"), the Property Partnerships and certain other parties named therein. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Contribution and Exchange Agreement.
AMENDMENT NO. 1 TO CONTRIBUTION AND EXCHANGE AGREEMENT Amendment No. 1 to that certain Contribution and Exchange Agreement dated as of August 11, 1997 (the "Agreement") among National Properties Investment Trust, a Massachusetts business trust, the...Contribution and Exchange Agreement • January 14th, 1998 • Philips International Realty Corp • Land subdividers & developers (no cemeteries)
andShareholder Rights Agreement • March 31st, 1999 • Philips International Realty Corp • Land subdividers & developers (no cemeteries) • Maryland
NON-RECOURSE SECURED PROMISSORY NOTE ------------------------------------Non-Recourse • January 14th, 1998 • Philips International Realty Corp • Land subdividers & developers (no cemeteries)
FOR VALUE RECEIVED, the undersigned maker, NATIONAL PROPERTIES INVESTMENT TRUST, a Massachusetts business trust (the "Borrower"), hereby unconditionally promises to pay to order of PHILIPS INTERNATIONAL REALTY CORP., a Maryland corporation (the "Lender") at its office located at c/o Philips International, 417 Fifth Avenue, New York, New York, 10016, or at such other place as the Lender may specify from time to time, in lawful money of the United States of America and in immediately available funds, the principal amount of One Hundred Four Thousand Eight Hundred Twenty United States Dollars and Fifty Five cents (US $104,820.55) in a single installment on December 31, 1998, (the "Maturity Date"); provided, however, that if the Lender fails to complete a public or private equity offering of its securities aggregating in excess of $25 million (an "Offering") by the Maturity Date, the Borrower may, at its option, extend the Maturity Date to June 30, 1999; provided, further, however, that, i
May __, 1998 Philips International Realty Corp. 417 Fifth Avenue New York, NY 10016 Ladies and Gentlemen: Reference is made to that certain Amended and Restated Non-Competition Agreement, made and entered into on March 30, 1998 and effective as of...Philips International Realty Corp • April 17th, 1998 • Land subdividers & developers (no cemeteries)
Reference is made to that certain Amended and Restated Non-Competition Agreement, made and entered into on March 30, 1998 and effective as of December 31, 1997 (the "Non-Competition Agreement"), by and among Philips International Realty Corp. (the "REIT"), Philips International Realty, L.P. (the "Operating Partnership" and, together with the REIT, the "Company"), Philips International Holding Corp., Philip Pilevsky and Sheila Levine. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Non-Competition Agreement.
