AGREEMENT FOR PURCHASE AND SALE
This Agreement is made and entered into this 5th day of June, 1996, by and
between AIRPORT CENTER PARTNERSHIP, a Nevada general partnership whose address
is 3635 W. Twain Ave., Suite B, Las Vegas, Nevada 89103, ("Seller") and IMAGE
ENTERTAINMENT, INC., a California corporation whose address is 9333 Oso Avenue,
Chatsworth, California 91311 ("Buyer").
1. RECITALS. Seller is the owner of that certain unimproved real property
located on Sunset Boulevard between Spencer and Bruce, in Clark County, Nevada,
comprising approximately 16.5 acres, and more particularly described in Exhibit
"A" attached hereto (the "Property"). Seller desires to sell the Property and
Buyer desires to buy the Property, upon the terms and conditions set forth in
2. PURCHASE AND SALE. Through escrow and at closing as hereinafter
provided, and conditioned upon full performance by Buyer and Seller of their
obligations under this Agreement, Seller agrees to sell and Buyer agrees to buy
3. PURCHASE PRICE. The purchase price for the Property is Four Million
Dollars ($4,000,000) ("Purchase Price"), which shall consist of $3,700,000 net
to Seller less Seller's closing costs, plus a brokerage fee of $300,000 payable
at Close of Escrow (as hereinafter defined) to Encore Group, New America Network
("Encore"). The Purchase Price shall be paid as follows:
(i) Seller shall receive at the Close of Escrow, $2,150,000 in cash
or immediately available funds (including the Earnest Money Deposit (as
hereinafter defined), along with any interest that has accrued less
Seller's brokerage fees, costs and expenses); and
(ii) Seller may elect to receive up to One Million Eight Hundred
Fifty Thousand Dollars ($1,850,000) payable on January 2, 1997. Said note
shall pay eight percent (8%) simple interest. The Seller may elect to have
a greater portion of this Purchase Price paid in cash at Closing, but must
make such election at least 30 days after the opening of the escrow. In
the event Seller does not provide timely notice to Buyer of its election,
all escrow funds shall be paid in cash at close of escrow. Said note shall
be secured by an irrevocable letter of credit or certificate of deposit
neither of which can be paid to Seller prior to January 2, 1997 or other
security acceptable to both Buyer and Seller. It is specifically
understood and acknowledged by Seller that it shall have no security
interest in the Property by deed of trust or otherwise. The cost of any
such security instrument shall be paid by the Buyer, but credited toward
the Purchase Price at the Close of Escrow.
A. Earnest Money. On or before June 3, 1996, a One Hundred Thousand
Dollar ($100,000) earnest money deposit ("Earnest Money Deposit") evidenced
by Buyer's cashier's check or other immediately available funds, shall be
prepared by Buyer, provided (1) Buyer has received seventy-one percent
(71%) approval from the Partners of Seller of the Offer and Acceptance
prepared March 26, 1996. Buyer and Seller acknowledge that Buyer has
received this seventy-one percent (71%) approval on April 4, 1996 and (2)
the Airport Center partnership ratifies the agreement, which requires
either unanimous approval of the management committee or a majority of the
partnership ownership interest. In the event the Earnest Money Deposit is
not forthcoming as provided above, Seller may notify Buyer in writing that
this condition precedent has not been fulfilled and that this Agreement is
thereby canceled and void. The Earnest Money Deposit shall be placed in a
trust account or other fiduciary account mutually acceptable to R. Gardner
Jolley, on behalf of the Buyers, and Geoffrey Commons, Esq. on behalf of
the Seller in Los Angeles County, California. Should the Property fail
to received MD zoning as herein specified, the Earnest Money Deposit shall
promptly be returned to Buyer together with the accrued interest thereon.
B. Release of Earnest Money. The Earnest Money Deposit shall be
released to Seller upon Seller presenting proof of rezoning by the
appropriate authorities in Clark County, Nevada of the Property to MD with
said rezoning not to include any unreasonable conditions outside the
parameters of existing MD guidelines. The conditions are deemed reasonable
unless the total costs of all unreasonable conditions exceeds Twenty-five
Thousand Dollars ($25,000). Reasonable conditions would include, but not be
limited to grading and paving adjoining streets to the Property, dedicating
all or a portion of Bruce adjoining the Property, landscaping, restrictions
on height due to location by the airport; unreasonable conditions would
include, but not be limited to restrictions that would significantly reduce
building space, restrictions which would require capital improvements
beyond the normal for MD zoning, restrictions on land use that would impede
the construction of intended uses by Buyer which are consistent with MD
zoning. In the event Buyer believes there are unreasonable restrictions,
Buyer has the obligation to notify Seller within seven days in writing and
Buyer has the following options: (1) to go forward despite the restrictions
(2) if the restrictions have an economic impact of less than One Hundred
Thousand Dollars ($100,000), to request the Seller to share 50/50 in these
costs. Seller has the following rights: (1) to pay a fifty percent (50%)
share of the costs or (2) refuse to pay a fifty percent (50%) share and
cancel the escrow.
4. ESCROW. Escrow shall open with United Title after the Earnest Money
Deposit has been placed in an account as agreed to by the parties and the escrow
shall deemed to be opened upon deposit of this Agreement with United Title
located at 4100 W. Flamingo Rd., Suite 1000, Las Vegas, Nevada 89103 (the
"Escrow"). The parties shall execute escrow instructions to be prepared by
United Title in order to consummate the purchase and sale of the Property in
accordance with the terms and provisions of this Agreement. United Title shall
be instructed to prorate current taxes, insurance, Rents (as hereinafter
defined) and any other charges of a like kind or nature relating to the Property
to the Close of Escrow. In the event of any conflict between said escrow
instructions and this Agreement, this Agreement shall prevail.
5. CONDITIONS. This Agreement is subject to the following conditions:
A. Buyer shall have a customary 60-day feasibility study period
("Feasibility Period") within which to conduct studies of the Property,
including, but not limited to: soils testing, environmental study,
biological study (including but not limited to tortoise study), hydrology
tests, design criteria and feasibility. The Feasibility Studies shall also
include review of the sign leases and locating those signs on the Property
along with any easements referred to in the survey to be obtained by Buyer
or any easements referred to in this Agreement. Said studies and tests
shall be at no cost or detriment to Seller and Buyer shall deliver to
Seller copies of all reports as they are completed. Such tests and studies
shall hereinafter be collectively referred to as the "Studies". Buyer shall
be entitled to enter the Property to conduct its Studies as provided for
under paragraph 7 of this Agreement. Furthermore, Seller agrees to
cooperate with Buyer and Buyer's agents in conducting said Studies and, if
required, by signing any documents needed by Buyer to conduct those
Studies. Buyers hereby designate Ron Vitto as the appropriate party to sign
said documents. Buyer has the obligation to notify Seller of problems that
result from these Studies. Buyer may during this sixty (60) day period
decide for any reason not to proceed and this Agreement shall be
terminated. Buyer's only obligation to Seller shall be to pay any title and
escrow costs that may have accrued to that date. Even if problems occur,
said contingency is deemed waived at the end of the sixty (60) day period
unless Seller gives Buyer a written extension of the Feasibility Period.
B. The Feasibility Period began April 4, 1996 and ends June 3, 1996.
At or before the end of sixty (60) days Buyer shall put up the Earnest
Money Deposit as described above and open escrow. All contingencies shall
be deemed waived at the opening of escrow except: zoning as discussed above
and delivery of the Property free and clear at close of escrow.
C. Payment in full by Seller of any improvement bonds, special
improvement districts, limited improvement districts, at or before close of
D. Buyer's re-zoning of the Property to MD (Clark County) within 120
days of the full execution of this Agreement by Seller (the "Re-Zoning
Period"). The Re-Zoning Period may be greater than one hundred and twenty
days (120), which under paragraph 9(B), provides for two (2) thirty (30)
day extensions. Buyer shall apply for said re-zoning on or before June 3,
E. At the end of the Re-Zoning Period, if re-zoning is not complete,
Buyer may extend Escrow for two (2) thirty (30) day periods as follows:
Buyer shall deposit into Escrow an additional non-refundable $25,000 for
each such thirty (30) day extension on or before the expiration of the then
current escrow period. Such additional deposits shall be non-refundable and
shall be released to Seller, but shall be applied to the Purchase Price if
the sale of the Property is completed.
F. Seller acknowledges that this Agreement must be approved by the
Buyer's Board of Directors, which approval must be obtained within 30 days
of full execution of this Agreement by Seller.
6. PRELIMINARY TITLE REPORT. Buyer shall obtain a Preliminary Title
Report on the Property. Buyer shall be deemed to have approved of said report by
June 3, 1996 unless written notification of disapproval has been received by
Seller. In any event, title issues are waived upon opening of escrow unless
Seller and Buyer mutually agree in writing otherwise. In the event of such
disapproval, Seller may cancel the Escrow or alternatively may have thirty (30)
days from the deposit of the Earnest Money Deposit within which to attempt to
eliminate any disapproved exceptions from the policy of title insurance to be
issued in favor of Buyer at the Close of Escrow, and if not eliminated, Escrow
shall be canceled and the Earnest Money Deposit shall be returned to Buyer,
unless Buyer then elects to waive its prior disapproval. Failure of Buyer to
disapprove any exceptions within the above mentioned time limit shall be deemed
approval of the Preliminary Title Report. Any exceptions to which no disapproval
is made shall be deemed "Permitted Exceptions."
7. RIGHT OF ENTRY AND INSPECTION. Buyer shall have the right to enter
upon the Property at any reasonable time prior to Close of Escrow to make such
inspections, environmental audits, tests, surveys and investigations as Buyer
may deem appropriate. All entry and activities by Buyer upon the Property shall
be at Buyer's sole cost, risk and expense.
8. WARRANTIES OF SELLER. The representations and warranties of Seller
made in this Section, unless otherwise noted herein, are material and reasonably
relied upon by Buyer and are true and shall be true in all respects as of the
date this Agreement is executed by Seller and, unless otherwise communicated to
Buyer in writing, as of the Close of Escrow. Such representations and
warranties shall survive the Close of Escrow. Seller hereby warrants that, to
the best of Seller's knowledge, each of the following statements is true:
A. Actions, Suits or Proceedings. There are no actions, suits or
proceedings which are pending or threatened before any governmental
department, commission, board, bureau, agency or instrumentality that would
materially and adversely affect the Property or the right to occupy or
utilize it. Buyer acknowledges that Seller has a claim regarding a $25,000
deposit at American Title, however, the parties agree said claim will not
affect the Property.
B. No Notice of Pending Condemnation. There are no pending or
threatened condemnation or eminent domain proceedings affecting the
Property, or any part thereof.
C. Compliance. There is no aspect or condition of the Property
which violates applicable laws, rules, regulations, codes, or covenants,
conditions or restrictions, nor have there been improvements or alterations
made to the Property without a permit where one was required, nor is there
any unfiled order or directive of any applicable governmental agency, or of
any casualty insurance company that requires any work of investigation,
remediation, repair, maintenance or improvement to be performed on, at or
to the Property.
D. Maintenance During Escrow and Condition at the Close of Escrow.
Seller expressly agrees to manage and maintain the Property until the Close
of Escrow in the customary and ordinary course of business.
E. Changes in Agreement. Prior to the Close of Escrow, Seller will
not violate or modify, orally or in writing, any lease, contract,
understanding or any other agreements, or create any new leases or other
agreements affecting the Property, without Buyer's written approval.
F. Possessory Rights. No person, except as disclosed by this
Agreement or otherwise in writing to Buyer, has any right to possession of
G. Mechanics' Liens. There are no unsatisfied mechanics' or
materialman's lien rights concerning the Property.
H. Bankruptcy Proceedings. Neither Seller nor any part of the
Property is the subject of any bankruptcy proceedings.
I. True and Correct Documents. All copies of documents furnished to
Buyer by Seller or its representatives in connection with the transaction
are true, correct and complete copies of the originals.
J. Hazardous Materials. Seller has not received any written notice,
nor to the best of Seller's actual knowledge, any other information
indicating that the Property is in violation of any Environmental Law. As
used herein, "Environmental Law" shall mean any Federal, State or local
law, ordinance or regulation relating to flammable explosives, radioactive
materials, hazardous wastes, toxic substances, underground storage tanks or
related materials, including, but not limited to asbestos, petroleum or any
petroleum by-products, urea formaldehyde, foam insulation, polychlorinated
biphenlys, and those substances defined as "hazardous substances,"
"hazardous materials," or "toxic substances" in the Comprehensive
Environmental Response Compensation and Liability Act ("CERCLA") as
amended, 42 U.S.C. (S)(S)9601 et seq.; the Resource Conservation and
Recovery Act ("RCRA"), 42 U.S.C. (S)(S)6901 et seq.; Nevada Revised
Statutes Chapter 459 (Hazardous Materials); or in any regulations
adopted in publications promulgated pursuant to such laws and amendments
To the best knowledge of Seller, there are no Hazardous
Substances on, under, or about the Property, nor has Seller undertaken,
permitted, authorized or suffered, and will not undertake, permit,
authorize or suffer the presence, use, manufacture, handling, generation,
storage, treatment, discharge, release, burial or disposal on, under or
about the Property of any Hazardous Substances,
or the transportation to, from, or over the Property, of any Hazardous
Substances. As used herein, "Hazardous Substance" shall mean any substance,
material or matter that may give rise to liability under any Environmental
K. Endangered Species. The Property complies with or shall comply
with, as required, the federal Endangered Species Act.
L. Utilities. Telephone services, gas, electric power, storm
sewers, sanitary sewer and water facilities are available to the Property,
adequate to serve the Property and are not subject to any conditions, other
than normal charges to the utility supplier, which would limit the use of
M. Improvement District Proceedings. There are no threatened,
proposed or pending proceedings through which the Property or any portion
thereof would be included in any improvement district and subjected to any
special, general or local assessment, other than the existing improvement
bond relating to the Property.
N. Landfills. There is no landfill area on any portion of the
O. Foreign Persons. Seller is not a "foreign person," as that term
is defined in Section 1445 of the U.S. Internal Revenue Code of 1986, as
amended. (In that regard, Seller shall deposit into Escrow, at or prior to
Close of Escrow, an affidavit in such form as may be required by the U.S.
Internal Revenue Service, setting forth Seller's full name, address and
taxpayer identification number and stating under penalty of perjury that
Seller is not a "foreign person" as so defined).
A. The Escrow is to close ("Close of Escrow") after the Property has
been rezoned as herein provided, but not before September 1, 1996. After
the Property has been rezoned, Buyer, at its option, may close the Escrow
before September 1, 1996, by giving Seller at least ten (10) days notice it
intends to close Escrow. In no event, however, may the Close of Escrow
occur more than one hundred twenty (120) days from the date of execution of
this Agreement, unless the Close of Escrow is extended pursuant to
subparagraph B as set forth below. Possession shall transfer from Seller to
Buyer at Close of Escrow. Buyer is aware that Seller has month to month
sign leases on the Property. These funds shall accrue to Seller until Close
of Escrow. The sign leases and taxes shall be prorated at Close of Escrow.
B. Buyer shall have the right to extend this escrow if zoning has
not been completed for two 30-day periods as follows: Buyer shall pay the
Airport Center partnership Twenty-five Thousand Dollars ($25,000) for each
30-day extension. In the event the escrow closes prior to the expiration of
the extension, the Twenty-five Thousand Dollars ($25,000) shall be credited
by escrow to Buyer. These funds are nonrefundable. The payment of the
Twenty-five Thousand Dollars ($25,000) is a condition precedent to
extending the escrow. If Buyer fails to make this payment, escrow is
automatically terminated unless Seller notifies escrow in writing
C. Seller shall deliver to Buyer, at Close of Escrow:
(1) a grant, bargain, sale deed conveying good and marketable
title to Buyer or its nominee (final vesting shall be determined in
(2) affidavits or qualifying statements that satisfy the
requirements of (S)1445 of the Internal Revenue Code of 1986, as
amended and described in Paragraph 8(O).
(3) a standard ALTA Owner's Title Insurance Policy or a
standard CLTA Owner's Title Insurance Policy, as the case may be,
to be furnished by United Title insuring Buyer in the amount of
the Purchase Price and showing the Property to be subject to no
exceptions other than the Permitted Exceptions and such other
exceptions as may be expressly approved by Buyer in writing.
D. Buyer and Seller to pay customary closing costs as is normal in
Clark County, Nevada. Seller shall pay for a CLTA Owner's Title Policy,
provided, however, Buyer may elect to pay for ALTA land survey and title
policy but shall be credited the cost of the CLTA policy; and
E. At the Close of Escrow, each of the parties shall deliver to the
escrow agent such sums, instruments and documents as are required by this
Agreement or are customary in similar transactions in Clark County, Nevada,
and each party shall do all of the things reasonably necessary to close
this transaction and carry out the purpose and intent of this Agreement.
F. Taxes, insurance, Rents and any other charges of a like kind or
nature relating to the Property shall be prorated as of the date of the
Close of Escrow.
G. Buyer is aware that acceptance of this offer is conditioned upon
Buyer submitting a signed offer in the amount of Three Hundred Thousand
Thirty-five Dollars ($335,000) to Dorothy Kingsbury and Mavourneen Lamb
regarding the property described as APN 177-02-500-001. Seller acknowledges
that it has already received this offer. Buyer is aware that there is an
existing and signed offer on this approximate 0.6 acre parcel and that
Seller may not have the ability to deliver this parcel. The purchase of
this adjoining parcel is not a contingency of this Agreement.
10. COMMISSIONS. Encore represents the Buyer only in this transaction,
and is to be compensated at the Close of Escrow as specified above. Buyer and
Seller each warrant that no other broker, salesman or agent has been engaged or
used by it in connection with this transaction, and each party agrees to
indemnify the other party against any and all loss, claims, liability and
expense, excluding reasonable attorneys' fees, arising out of any claim for
commission or fee incurred or allegedly incurred by the indemnifying party.
11. NOTICES. All notices hereunder shall be in writing, and shall be
deemed to have been given or made when actually received if sent by certified
mail, postage prepaid, and return receipt requested, Federal Express (or other
nationally recognized overnight delivery service) or facsimile transmission
(followed by a hard copy sent by certified mail or Federal Express, and will be
directed as follows:
If to Buyer: Image Entertainment, Inc.
9333 Oso Avenue
Chatsworth, CA 91311
Attn: Cheryl Lee, Esq.,
Chief Administrative Officer & General Counsel
If to Seller: Airport Center Partnership
122 Patrician Way
Pasadena, CA 91105
Attn: Geoffrey Commons, Esq.
With copy to: Ron Vitto
9830 West Red Coach Avenue
Las Vegas, NV 89129
With copy to: Ed Carse
3635 W. Twain Ave., Suite B
Las Vegas, NV 89103
Any party may change its address for purposes of this paragraph by giving the
other party written notice of the new address in the manner set forth above.
12. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties relating to the subject matter contained in it and
supersedes all prior or contemporaneous agreements, representations and
understanding of the parties. No waiver of any of the provisions of this
Agreement shall be deemed, nor shall constitute, a waiver of any other
provision, whether or not similar, nor shall any waiver constitute a continuing
wavier. No supplement, modification or amendment of this Agreement nor any
waiver of any provision shall be binding unless executed in writing by all the
13. EXHIBITS. The Exhibits to this Agreement form an integral part of
14. FORCE MAJEURE. In addition to the specific provisions of this
Agreement, performance by any party hereunder shall not be deemed to be in
default where delays or defaults are due to war, insurrection, strikes, lock-
outs, riots, floods, earthquakes, fires, casualties, acts of God, acts of the
public enemy, epidemics, quarantine restrictions, freight embargoes, lack of
transportation, governmental restrictions or priority, litigation (including
delays beyond the reasonable control of the party) to include, but not be
limited to: unusually severe weather, inability to secure necessary labor,
materials or tools, delays of any contractor, subcontractor or supplier, acts of
another party, acts or the failure to act of any public or governmental agency
or entity, or any other causes beyond the control or without the fault of the
party claiming an extension of time to perform. An extension of time for any
such cause shall only be for the period of the enforced delay, which period
shall commence to run from the time of the commencement of the cause.
15. NO ATTORNEY FEES. In the event either party institutes an action or
proceeding to enforce or interpret any rights hereunder, neither party will be
entitled to attorney's fees or expenses incurred in connection therewith.
16. BINDING AGREEMENT. This Agreement shall be binding upon and shall
inure to the benefit of the parties and their respective heirs, legal
representatives, successors and assigns.
17. APPLICABLE LAW AND VENUE. The laws of the State of Nevada shall apply
to the interpretation, construction and enforcement of this Agreement. Any
dispute arising under this Agreement shall be settled by binding arbitration in
the Los Angeles, California metropolitan area. The arbitration shall be
conducted under the rules of J.A.M.S./Endisputes or other arbitration
association or service reasonably acceptable to
the parties. The arbitration shall be conducted by one (1) retired judge,
mutually and reasonable agreeable to both parties.
18. COUNTERPARTS. This Agreement may be executed in two or more
counterparts. A set of counterparts containing the signatures of all parties
hereto shall have the same effect as a single Agreement containing the
signatures of all parties.
19. JOINT PREPARATION. The provisions of this document have been
negotiated by all parties hereto and should therefore not be interpreted or
construed in favor of or with prejudice against any particular party, but in
accordance with the general tenor of the language used.
20. ZONING. Buyer agrees to submit applications to Clark County, Nevada
to rezone the Property on or before June 3, 1996. Buyer shall pay all costs
associated with such rezoning, use permits, variances and other applications and
petitions. Seller as the owner agrees to properly execute any rezoning
application and petitions and to timely deliver them to Buyer to allow their
submission to Clark County, Nevada. Seller agrees to have a representative of
Seller make an appearance on the record at each hearing relevant to the rezoning
applications if it is required. Ron Vitto shall be the appropriate party to
sign such documents and appear at any necessary hearing.
21. REMEDIES OF SELLER. Notwithstanding anything in this Agreement to the
contrary, in the event that Buyer defaults, the sole and exclusive remedy of
Seller against Buyer shall be to retain the Earnest Money Deposit and any
extension payments made to Buyer under Paragraph 5(E), in settlement and payment
of Seller's costs, expenses and damages (including consequential damages)
resulting from such breach, default or failure of Buyer. Seller acknowledges
that such sums shall be considered liquidated damages in payment of any claims
Seller may have against Buyer.
22. CHANGE IN PROPERTY. This Agreement is expressly contingent upon there
being no change after the expiration of the Feasibility Period and prior to the
Close of Escrow in the nature of, condition of or circumstances affecting the
Property, including, without limitation, any change in (a) the areas determined
to be flood prone areas; (b) availability of utilities; (c) access; (d)
governmental zoning ordinances; or (e) restrictions and requirements affecting
the ownership and development of the Property. If any such change occurs prior
to Close of Escrow, then Buyer may elect to terminate this Agreement by written
notification to Seller at any time prior to Close of Escrow and, notwithstanding
any other provisions of this Contract, the Earnest Money Deposit, any extension
fees and any other amounts which have not been applied to the Purchase Price
shall be promptly refunded to Buyer, and the parties hereto shall have no
further obligation to each other.
23. LEASES. Buyer is aware that certain sign leases ("Leases") affect the
Property and generate rents payable to Seller ("Rents"). Upon full execution of
this Agreement, Seller shall immediately provide the Buyer copies of the Leases.
Seller warrants and represents that all the Leases which affect the Property
have been provided to Buyer, are in full force and effect, the copies provided
to Buyer are true and correct copies of the Leases, and that neither Seller nor
the tenants are in default under the terms and provisions of the Leases. The
Seller shall provide to Buyer an Assignment of Leases and Rents which will be
delivered to Buyer upon Close of Escrow. All Rents due and owing by tenant to
Seller shall be prorated to the date of Close of Escrow. Any tenant security
deposit shall be delivered to Buyer at Close of Escrow.
A. No verbal agreements made by Encore relative to this transaction
shall be construed to be a part of this transaction unless incorporated in
B. Buyer and Seller agree that notice will be given to Encore if any
changes are made to this Agreement and that Encore will be supplied with
copies of all documentation relating to this transaction.
C. Buyer shall cooperate with Seller(s) in applying all or a portion
of the proceeds of this sale in a 1031 tax-deferred exchange, provided that
Buyer shall incur no cost or liability in such cooperation.
D. Except as otherwise expressly provided herein, Buyer, on one
hand, and Seller, on the other hand, shall bear all of its own expenses
(including, without limitation, attorney's fees) incurred in connection
with the preparation, negotiation, execution, delivery or performance of
E. Buyer is aware that one of the Sellers is a licensed real estate
agent in the state of Nevada.
F. Buyer is aware that easements along proposed Bruce Street have
not been dedicated to Clark County.
G. Subject to the terms and conditions set forth herein, in the
event Buyer causes Escrow and title to fail to as herein provided, Buyer
will be responsible for all reasonable and customary title and Escrow fees.
H. The undersigned partner in Seller hereby represents and warrants
that he has the authority to sign this Agreement on behalf of the Seller,
that the Management Committee of Seller consists of Edward Carse, Geoffrey
Commons and Ronald Vitto, and that the Management Committee has authority
to execute documents on behalf of Seller. Seller further represents that it
has provided Buyer a true and correct copy of the Partnership Agreement
governing Seller and that those terms and provisions remain in full force
Dated as of the year and date above first written.
AIRPORT CENTER PARTNERSHIP, IMAGE ENTERTAINMENT, INC.
a __________ partnership, a California corporation,
By: /S/ GEOFFREY D. COMMONS By: /S/ MARTIN W. GREENWALD
Geoffrey D. Commons Martin W. Greenwald
By: /S/ RON VITTO
By: /S/ ED CARSE
Its: Management Committee