HomeMy WebLinkAbout1978-11-27 39 AG ORDER+--4 39 AG
Introduced by Councilor Story, November 27, 1978
CITY OF BANGOR
(TITLE.) Orbtr---- Agch ring Assignment of Bangor. Hilton cease Agreement _._.
By the Cay Coummi of the afy ofBaNyor.
ORDERED.
THAT the City Council, on behalf of the City of Bangor, does hereby
consent to the assignment of the existing lease agreement for the Bangor
Hilton Hotel from :�: < p Associates to Northern Atlantic Investment
Corp. and
be it further CADBHED,
THAT the City Manager is hereby authorized and directed, on behalf
of the City of Bangor, to execute such documents, in e form approved by
the City Solicitor, as may be necessary, to accomplish said Assignment
of said lease.
IN CITY. COUNCIL NOVEMBER 29,199E
AM DED A72WD4fEENd ATTACHED
a PASSEL AS AMENDED
%ENtDFD FROM LAST POSITION ON AGENDA TO
FIST- VOTE NINE YES
M
CITY HIM
39 AG
ORDER
Title,
APAQAV1 A ASHIG MV. Mr. ANDA. HILTON
LEASE AGREEMENT
.
..... 4.4 ..........................
Introduced and t�,led
..S7o.:e.:�.. r ...... ...
Cows
no
Re: Council Order No. 39AG
Amend the let paragraph, 3rd line by deleting the portion of the sentence
beginfng with the word "from" and replacing it with the following:
.,From Europe-JMR Associates to Joe M. Rodgers 5 Associates, Inc,; and
to the further as signment of said lease agreement from Joe M. Rodgers 6
Associates, Inc. to Rodgers properties, Inc and to the further a sigrwent
of said lease agreement from Rodgers Properties, Inc, to North Atlantic
Finance And Investment Corporation.��,
Amend the 2nd paragraph, 3rd line, lest word, as follows:
Assignments
"�� ,
Amendment to 39 AG
Anand the let paragraph. 3rd line by deleting the portion of the Sentence
beginning with the word 'from" and replacing it with the following:
..Ham 6vmpa-QMR Associates to Sce M. Rodgers & Associates, Inc.; and to
the further assignment of said lease agreement from Sce M. Rodgers & Associates,
Im, to Rodgers properties, inc: aid to the further assignment of said lease
agreement from RW9erS Properties, Ine. to North Atlantic Finance and Investment
Corporation and contingent on the stipulation that sufficient information
relating to the continuanceof a acceptable National Hotel Franchise be submitted
to and approved by the rport committee.
Amend the 2nd paragraph, 3rd line, last wm$, as follows
"Assignments"
Faexa S. WAL%a8
k�DRNZY AT "W
November 21, 1978
Hobert H. Miller, Esquire
City Solicitor
Bangor City Hall
73 Harlow Street
Bangor, Maine 04401
He: Banoor Hilton Hotel
Bear Bob
On October 17, 1978 Rodgers Properties, Inc., present
owners of the Bangor Hilton, entered into an Agreement to
sell the hotel to North Atlantic Finance and Investment
Corporation.
North Atlantic Finance and Investment Corporation is
the wholly owned subsidiary of Beglinger Holding Company,
a Swiss corporation. Beglinger Holding Company is totally
controlled by Walter H. Beglinger, the sole stockholder.
Following closing, North Atlantic Finance and Invest-
ment Corporation will contract with Pacific Park AG, a
Swiss corporation for the running
ing and operation.of the
hotel. Pacific Park AG also is the wholly owned subsidiary
corporation of Beglinger Holding Company.
All licenses and permits necessary for the operation
Of the hotel will be applied for in the name of Pacific
Park AN. Pacific Park AG is registered to do business in
the State of Maine, a copy of Registration is enclosed.
Another corporation that has been registered in Maine
since March 16, 1976 is old Winterport AS which is also
a wholly owned subsidiary corporation of Beglinger Holding
Company. I _
Robert E. Miller, Esq.
November 21, 1918
Page 2
The real estate holdings here in the State of Maine
are held in the name of Old Winterport AG and they consist
Of the following:
1. 240 acres of land in Winterport, Waldo County.
2. 800 acres in Island falls, Aroostook County.
3. 2200 acres in the Towns of Wesley and Northfield,
Washington County.
4. 360 acres in Jackson, Waldo County.
S. 206 acres in Monroe, Waldo County.
6. 1381 acres in Burry, Hancock County.
I. 2500 acres in East Machias, Washington County.
Negotiations have been completed and contracts are n
being drafted with International Paper Company for the purchase
of 16,000 acres in Elliotsville, Piscataquis County.
Hollowing closing Mr. Beglinger, through his corporations,
is to execute an Agreement with Rodgers Properties, Inc.,
whereby Rodgers Properties, Inc., will stay on the scene for
a period of 18 months and act as general operating manager
of the hotel. A copy of the Management Agreement is enclosed.
Under the present ownership of the Hilton Hotel, all banking
and accounting services have been handled in Nashville, Tennessee.
Upon the acquisition of the hotel by Mr. Beglinger, those
services will be done locally in Bangor. James B. MacArthur,
Jr., certified public accountant, with an office at One Merchants
Plaza, Bangor, will be retained to do all accounting service
for the hotel.
As for local contacts as to the financial reliability of
my'client, I would refer you to the Merrill Trust Company.
At the time that Old Winterport AS purchased the real estate
in Burry, Maine, from Bowneast Acreage, Inc., the Merrill
Robert E. Miller, Esq.
November 21, 1978
Page 3
Trust Company held a Mortgage on the real estate which Old
Winterport AG assumed and agreed to pay. I believe that
Robert ells, vice President, services that particular account.
You inquired of me as to whether Mr. Beglinger served
on the Board of Directors with any corporations and my answer
to that is that there many, most of which are Swiss based
corporations. The two companies which operate extensively
in this country with which Mr. Beglinger is associated are
Swiss Bank corporation with a New York City branch at
15 Nassau Street, New York City, New York, and Swissair, the
international airline.
1 trust you will find this information helpful.
Very truly
yours,
Frank B. Walker
FBW:reg
enc
FOURTH The reunion in businesses in whwhi1seeks authority wrote, in Name u' to aconite,
manage, develop and sell Taal estate of all kieds, to effect all
commercial and financial transactions in. Connection with the
above activities. - -- -
FIFTH: Addresuf the registered nr principal ndue in the jurtalibion of uta m[otpmatian is 4100 Sato
Baer r =land --
SIXTH_ Tfe name of tM1e pmpuxd reginexd agent aM aCdrm of ns pmpussd rt®smrcd offirq in Maine b
93 Hain Street. 141sworthl=fairs 09(,05 r
is I, up. nm am no 6m1' —
SEVENTI:Tbe numi if votes Mint it has Anal to usvf. iremuutl by lass, par vile, of shoes, shutes
without pee value, end rates, it any, within A Nes and pat value of At vmmieed sham Navin Far Aetna arW number of
sham without rear „slue Aas follows:.
Par Value Per Shxe in
Selfte m trial ilrun - Number of
CWa - Serie; arc Wnhcu t Par Value Sir
one class of shares only Spirit. 1000. 50
per share
Fgun .FOhm
iee smu For use By
of seer,
ByTM
of state
MAINE
STATE OF MAINE
SIOMTARY of STATE
?i?b
APPLICATION OF FOREIGN CORPORATION
FILEDoo.oD
LPwdslonly,
FOR AUTHORITY TO DO BUSINESS -
vember
- ...
BYPacific
-/s.77
Park AG
A
Adam
t cPPY attest:
PacificPark co port
,
_
Pacific Park gp
Ntmmr to IS -A MRSA p 203, the wdenignad [ llorim applies fwamMrily to Eo business
m Ibe 5 het o(MaNe:
FIRST: Theyounsim of its Incorporation is zMa, Switzerland
_ SECOND: ID[dam of llx in[orponliun is AOril ]. 19])
I ,� j
wAnna oraumlron u__ynlimited.____.__a__.___
' ` I
TURD: Tire funnier nr buuxxws whkll It is authornad to du'nWn the laws a INjureaeen or newtpoallwe
A to antyllre,_9 sFwte of
wT
to ,£feet all commercial and financial transactions in
connection
FOURTH The reunion in businesses in whwhi1seeks authority wrote, in Name u' to aconite,
manage, develop and sell Taal estate of all kieds, to effect all
commercial and financial transactions in. Connection with the
above activities. - -- -
FIFTH: Addresuf the registered nr principal ndue in the jurtalibion of uta m[otpmatian is 4100 Sato
Baer r =land --
SIXTH_ Tfe name of tM1e pmpuxd reginexd agent aM aCdrm of ns pmpussd rt®smrcd offirq in Maine b
93 Hain Street. 141sworthl=fairs 09(,05 r
is I, up. nm am no 6m1' —
SEVENTI:Tbe numi if votes Mint it has Anal to usvf. iremuutl by lass, par vile, of shoes, shutes
without pee value, end rates, it any, within A Nes and pat value of At vmmieed sham Navin Far Aetna arW number of
sham without rear „slue Aas follows:.
Par Value Per Shxe in
Selfte m trial ilrun - Number of
CWa - Serie; arc Wnhcu t Par Value Sir
one class of shares only Spirit. 1000. 50
per share
by I n1d.s.1t of FrvW Jandnp,avuma by lhr roust nBwW In IM
:.
„BIf:NTH: Tubs appbnimnnmcoinpowd
Minion ofBa9tu[pnnuun and dated not radius than 40 days phos lu IM dec of aeLnry fm OIIn6of this applktllon.
(:
October 16 1978 Pacific Park An
Oared:_--- Pacific Park Corporation
Pacific ParkIf
It
-p'Y lall sisters Y— ��.
nJ
q:
L. aMNkA 51M Walt B 1 P dent ran d
ySST�a
pe� M pottYl DSYectOL
i
Martin O.�lmtz, Director
E
1trRu, ptlm ium.,M e+Wnr1
Waiter Beglinger and Martin Z. Luta
99.
constitute all the Directors of
the corporation.
r
k
abs ian web authority to inputs n Mai Omuld Le heed only ticer
the m,ppnw
•Buu ss mhicu when
o
dm ndnask a thnntY to enppe all of the bunt , eu onad s ryt of i omens .
Iden or themapatauon sbouMnbe typed. Ind the do nhounl si npned by 111 the Clark yk(2)by the 1
President rrptldrnt ed by Secre dry OF an tssme Yeo ocha M officer "the hylar way
`e
detlp a and nrrlrina ^n a r UI item a uch orfimn. nrzn by a m4oer of the din or by 1
am diret•nn se nor bedesignated b' m ,stye or ,m t than w unite . wt inht m sen rearrest,
then a ted n Ithe hollde, of mm.r"oa m, Y Of In Outstanding
by me home,such em [ arlbe suet
t
starts n hoed to alerflumi of 191 by she hhMen r el of the tandinq shares f COPOTS1100
FDnM NO. NOF 2
[
Iini L<SfOPW - Tio SPU For Br By
ere Isey of Sum
For To, By "a - MAEK
arranger of Sl u SIST.tay IF STATE
STATE OF MAINE FILED
File No. ..JbFzgl............ APPLICATION OF FOREIGN CORPORATION
,
Fee pama_£loo 0o FOR AUTHORITY TO DO BUSINESS. - March 16, TS 76�
C 8 ..... .. BY S¢
Old Winterpart AG
An
Punuant to 13-A MRSA $1202, IM undersigned imp eartion applied far autimany to du business in the Stam of Maine:
FIRST: Thejumdimion of its computation is ZW , Switzerland
SKOND: The date of its boatswain, I fK[9dEr 23 a 1974
mdparmstofawamm tmrsmSrss
TMIBD: The business or budnam which it is authorized to do under the laws or as jurisdiction of Incorporated,
6 to acquire , manage , decti and Fell real estate of all lord , tp cinain ,
Process and realize row st rials of all lcird incltding but not limited M
tiartiorpy, W effect all mlmercial AndFSaiancial transxtiona in connection with
FOIIBTN: Theb ineuw bunnessnln which llxetsawhmily integration Mnmir*
Real estate holdings, allanagement and development.
FIFTH: Addrmof the wanted or principal office in Mejurisdiclion of its incorporation is
6300 Lug, Eaarerstrasor 59. Switzerland.
SIXM: The name of the proposed rebnered carne and address of its Imposed cabstand alfia in Maim or
93 Main Street, Ellsworth, Maine 04605'
omn. ma. egg Ina IP most
SEVF.NEII:The number a sharer which it has auihorny to issue, ilmimd by class, par value of shares, shard
wilhoul pat valor. and mils. If any, Wthin a class »d Far value of SII authwied sham laving par value and number of
shares Income pr value u as fnllmvaY .^' Far Vohrt peBham on
Statement that sham Number of
Class Seems are Without par Value Shena
ale class Of Shares Only Sere.
P¢ share
EIGHTH'. This application h accompanied by a endfiwate of good scantling executed by the proper 0RCW in Ih<
luriWielion of its ineurpuntion and dated not earlier than 90 days prior to the dtle of dif irny for LIin6 of this piplecat=
Series! ZIq �r'.aC"a+i2i Y.%?s�
Old winterjpDrt _AG _
- legibly plot ohne• ow try
,ad aapanty `d'v
Mll np,en j Sty_
II AHlA SIN / Cry. Mattth J.0t the Board
`2 O
By
�rypew v. and veuyl
�ERp
3 9
TE CORPORP ..( Dr.42M1T1M21b2of three &Hoa
9EILL OF D Irrf or p,mt n.me andeaw.irrl $ecrefxy
' O O
2u �
Official Legalization i
Seen for. legalization. Of the above signature recognized in our presence by
Mr. Dr. Christoper F. Reinhardt, who is enteze6 1n the Register of Commerce
Cof the creature Zug as MCWser of the pound of Directors, of
pIfN
s`l IA(f OLD NIRTERPORT Al Zug
s s with the right ter sign individually road Tw is Personally kmvn to us.
— - eyri�'h.this 'f� `/ Notarial ZGric (Alts[ Q -
official Legalization rotar-Stalnenmw
Seen for legalization of the SDove signature recognized
s,c
pre n e by
s
Mr. Dr. Martin d. Lutz, who i entered in the Register Of Commerce ofthe
Canaan of Lug as President ofthe Board of Directors of
OLD NIRTERPORT AG, in Zug,
with Ne right to sign individually and who is personally kronen to use.
Zurich, this 17th day o1 December 1975
No. 21373 -
?'� Yee fr. 5. $�l�t•I`' (A1s Notariat Zurich (Altstadt)
Pym
_ .SEG"L )GPlr(r olm
0
�- 'd75 .she>tti J rpm - be:unlu
CR/NCEI &a7.1 pf rat
CSL
a Safeness in';hkh drocerpors on away authority to enyre in Maine should be Imm Only when the corporation
don not at reality to engine in a0 of the bunnnmy authmaed under its fliodiction, If incur ration.
.+The anow of the corporation shwW be typed, and the docunen cowl be signed by (1) the Clerk pi (t) by the
Fntltlenl in a rice.pendent and by the Secretary or an assistant Money or such other officu ay the bylaws may
dnigna e as a amnd nmfrins offver or (T if as no sleh Officer, than by a a+iwitr Of Seattle or by
such director, as may be do ginated by a molarity Iteration then in of!¢ a, (4) if 1Mn are no such direct=.
then by the holders,Ieh of them as ry be dee red by the I,olde of amid If 11" its of all o +in inp
,bar lnkd 1, of, shinier mhe holden of an of the ns, a �dine�shua of the correlation .
MANAGEMENT AGREEMENT
AGREEMENT made in Bangor, Maine, as of the day of
1918, between
r
the State of
corporation organized and existing under the laws of
herein called the Owner, and,Rodgers
Properties, Inc., a corporation organized and existing under the laws
of the State of Tennessee, herein called the Managing Agent.
- Whereas the Owner now ownsthe property commonly known as
the Bangor Hilton in the City of Bangor, Maine, herein called the
Hotel, and
Whereas the owner desires to employ the. Managing Agent to
act as General Manager of the Hotel for a period of eighteen months
from the date hereof, and the Managing Agent is willing to accept
such -employment for such period, subject to, the terms and conditions
hereinafter set forth,
Now, therefore, in consideration of the foregoing and of the
terms and conditions herein set forth, the parties hereto agree a$
follows:
1 Emplo)_ment of Agent. The owner hereby employs the
Managing Agent for a period of eighteen months from
1978, as general operating manager of the Hotel, with -authority,
subject to the limitations and conditionsherein set forth, to
direct, supervise, and manage the operation of the Hotel.
2. Manager's Buties. The Managing Agent shall perform
the following duties: supervise and direct the general operations of
the Hotel; operate tpe Hotel efficiently and with proper economy;
develop policies with respect to the installation of new features to
the extent that the financial obligations and resources of the Owner
permit; develop Policies with respect to publicity for the purpose of
creating the greatest possible net income from the Hotel; supervise
and manage the ops Ations of all public spaces( including, but with-
out limitation, dining rooms; stimulate the general business Of the
Motel; employ at the expense of the Owner such resident managers,
assistant managers, employees, agents, clerks; and servants at the
Hotel as may be required to continue the standard and quality of
management and operation at a level not lowerthan that heretofore
maintained, make leases on behalf of the owner of rooms, stores,
and concessions in or about the Hotel, together with renewals,
extensions,.or modifications thereof; collect income; keep the Hotel
and all furniture, furnishings, and other equipment therein and -
appurtenant thereto in repair; arrange for necessary replacements,
improvements, and changes in the Hotel and in. the furniture, furnish-
ings* and other equipment therein; and Placeandsupervise all ad-
vertising and promotion circular matter. -
3. Expenditures by manager. She Managing Agent shall
havepower and authority to make all contracts and disbursements
necessary to carry out the duties conferred and imposed upon it by
this agreement, including, but not limited to, the authority to pay
for all expenses of leasing, collection of rents, management, Opera-
tion, maintenance, and insurance. ne Managing Agent may, in the name
and at the expense of the Owner, institute any legal or equitable
action or proceeding for the collection of rent or other income from
the Hotel or the ousting or dispossessing of tenants or other persons
therefrom. The Managing Agent shall be reimbursed by the Owner for
all such expenditures, provided that the Managing Agent shall bear
the cost of its own overhead and the salaries of its own officers and
employees. The resident manager, assistant managers, employees,
agents, clerks, and servants at the Hotel shall be deemed to be the
employees of the Owner and not of the Managing Agent for all purposes
under this agreement except for the purpose of determining the
efficiency of the Managing Agent under paragraph 9, however, Managing
Agent shall retain the right to terminate the employment Of all such
individuals, an behalf of owner, but in the sole discretion of
Managing Agent. Likewise, Managing Agent may hire replacements for
such personnel, or hire such additional persons as Managing Agent
deems appropriate.
4, Comfensation of managing agenW The Managing Agent
shall be paid compensation at the rate of two and one-half percent
of the groes cash income from the Hotel and all of its appurtenant
leases and concessions. Such compensation shall be paid on the 15th
day of each month on the basis Of the gross revenue of the hotel
property during the preceding month. -
5. Deposit of collections. -All moneys collected by the
Managing Agent out of and from the operation of the Hotel shall be
deposited daily in a special account in the name of the Owner, in one
or more banks or trust companies in appropriately designated and -
adequately identified accounts. Out of such accounts the Managing
Agent may pay or reimburse itself for all obligations and expendi-
tures necessarily and properly incurred for and on account of the _
Owner in the management and operation Of the.Motel, including compen-
sation of the Managing Agent, insurance premiums, taxes, supplies,
repairs, maintenance, renewals, replacements, betterments, and im-
provements. The Managing Agent may keep on hand for the account of
the Owner such a fund, but not in excess of $40,000.00, as may be
necessary in the opinion of the Managing Agent to provide for working
cash for the opera Hon of the Hotel. Owner agrees to deposit any
addition&' sums as may be necessary to maintain the balance in such
accounts ,.5 a level of $40,000.00 at all times.
6. Accounting services. The Managing Agent shall
furnish the supervisory services of its own accounting department.
Subject to the supervision of the Managing Agent, such department
shall maintain for the Owner such books and records for the hotel pro -
jest as are currently maintained by Joe M. Rodgers 6 Associates, Inc.
Such accounts shall be kept in accordance with the -Uniform System of
Accounts for Hotels," as approved by the American Motel Association,
inwhich there shall be properly recorded all receipts and disburse-
ments aonnected with the management and operation of the Hotel. All
books of account shall at all times be open to the inspection and
audit of any officer of the Owner, or any duly accredited and
authorised representative of the owner. all hooks, records, bills,
-3-
receipts, bank books, check books, check voucbers, correspondence,
lists, files, index cards, and books of account relating to lessees,
concessionaires, guests, and prospective guests and employees of the
Hotel for a period of at least three years from time to lime last
past, and other data and records pertaining or in any manner relating
to the management and operation of the Hotel, shall at all times be
safely kept and preserved and shall be thg property of the Owner and
upon the termination of this agreement shall be retained by the
Owner. Managing Agent shall furnish within thirty (30) days of the
end of each month a balance sheet and profit and loss statement for
such monthly accounting period.
1. Indemnification. The Owner agrees to indemnify the
Managing Agent from damages for injuries to persons or property -
resulting from any cause whatsoever in; on, or about the Hotel
premises and, at its own costs and expense, to defend any action or -
proceeding against the Managing Agent arising therefrom, provided
that the Managing Agent shall have fully and faithfully performed all
of its duties hereunder. Notwithstanding the'- foregoing, the Owner
shall not be required to indemnify the Managing Agent against damages
suffered as a result of gross negligence or lwillful misconduct on the
part of the Managing Agent, its agents, or employees. In pursuance of.
the Owner's agreement hereunder, the Owner shall have the Managing
Agent shown as an additional insured on the Owner's public liability
insurance policy with regard to the Hotel and shall furnish the
Managing Agent a copy of such policy. -- -
8. Owner's termination rights.' owner may at any time,
upon at least sixty days' written notice to the Managing Agent,
terminate this agreement. Upon the expiration of the period of the
notice, this agreement will automatically terminate, without any,
liability to or upon the Owner other than the liability Of the Owner
to pay for services rendered pursuant to this agreement, likewise all
obligations of Managing Agent shall so terminate.
-4-
9. Arbitration. In the event that the Managing Agent
shall disagree with an opinion of the owner that the management ser-
vice$ are not efficient and not in accordance with this agreement,
the Managing Agent may, within the thirty -day period, serve upon the
Owner a written notice demanding that the dispute be submitted to
arbitration, pursuant to the rules of the American Arbitration Asso-
ciation. if such notice should be so served within the thirty -day
period, then this agreement shall not terminate at the expiration of.
such period, and the Managing Agent shall continue with the perform-
ance of its duties under this agreement. The dispute shall thereupon
be promptly submitted to arbitration. Such arbitration shall proceed
without delay and as rapidly as possible. In the event that such
arbitration results in an award, decision, or other determination in
favor of the Managing Agent, then the notice of termination thereto-
fore served shall be of no effect, and the parties hereto shall for
all purposes whatsoever, anything herein contained to the contrary
notwithstanding, be in the same position and have the same rights,
powers, and duties under this agreement as if such notice had not
been served. In the event that such arbitration should result in an
award, decision, or other determination in favor of the Owner, 'then
this agreement shall automatically terminate at the expiration of 45
days from the making of such award, decision, or determination, with-
out any liability to or upon the Owner other than the liability of
.the Owner to pay for services rendered pursuant to this agreement.
The Managing Agent shall manage the Hotel pursuant to this agree-
ment until the expiration of such 45 days.
,In the event that a motion
to vacate such award in favor of the Owner shall be made within ten
days from the date of the making of such award, then this agreement
shall not terminate until the expiration of.45 days from the date of
the entry of the order or judgment to be entered on such motion.
Failure to make such motion within ten days. shall constitute aSaiver
of -the right to make such motion. In the event that an appeal should
be taken from such order or judgment, thisagreement shall not termi-
nate and the Managing Agent shall continue..with the performance of
-5-
its duties under this agreement until the ex piration of 45 days from
the final determination Of such appeal. Such appeal shall be prose-
cuted without delay and as rapidly as possible.
10. Reports to owner's board of directors. The Managing
Agent shall make reports to the owner's Board of Directors concerning
all affairs connected with the Hotel under.`the Managing Agent's con _
trol or within its knowledge whenever requested by the Owner's -Board
of Directors. The Managing Agent shall comply with any specific in-
structions of the Owner's Board of Directors that MY be expressed in
formal resolutions communicated to the Managing Agent.
11.
Exclusive application. Nothing in this agreement is
intended orshallhe construed to confer upon or to give to any -
person, firm, or corporation other than the parties hereto any right,
remedy, or claim under or by reason of this agreement. All terms and -
conditions in this agreement shall be for the sole and exclusive
benefit of the parties hereto. -
12. N assignability. This agreement is not assignable
by either.cty hereto without the prior written consent of .the
other.' - -
13. Binding effect. This agreement shall bind and inure
to the benefit of the parties hereto and their respective successors. -
and assigns; except as hereinbefore limitad.
IN WITNESS WHEREOF the parties have duely executed this
agreement as Of the day and year first above written.'
Attest:
r
Hy:
Attest:
RODOERS PROPERTIES, INC.
By: