EXHIBIT 10.1
REAL ESTATE SALE AGREEMENT
FOR
NORTHPOINT CENTRAL
2 NORTHPOINT DRIVE
HOUSTON, TEXAS
AND
REGENCY CENTER
2901 WILCREST
HOUSTON, TEXAS
AND
2603 AUGUSTA
HOUSTON TEXAS
BETWEEN
CMD REALTY INVESTMENT FUND IV, L.P.
AND
HARVARD PROPERTY TRUST, LLC,
D/B/A BEHRINGER HARVARD FUNDS
August 15, 2007
REAL ESTATE SALE AGREEMENT
This REAL ESTATE SALE AGREEMENT ("Agreement") is made on August 15, 2007 (the
"Effective Date") between CMD REALTY INVESTMENT FUND IV, L.P., an Illinois
limited partnership ("Seller"), and HARVARD PROPERTY TRUST, LLC, a Delaware
limited liability company, d/b/a Behringer Harvard Funds ("Purchaser").
1.
PURCHASE AND SALE.
SELLER AGREES TO SELL TO PURCHASER, AND
PURCHASER AGREES TO PURCHASE FROM SELLER, THE PROPERTY FOR THE PURCHASE PRICE
AND SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.
2.
PURCHASE PRICE.
THE PURCHASE PRICE (THE "PURCHASE PRICE") FOR
THE PROPERTY SHALL BE SEVENTY THREE MILLION TWENTY-SEVEN THOUSAND AND NO/100
DOLLARS ($73,027,000.00), A PORTION OF WHICH SHALL BE ALLOCATED BY PURCHASER BY
PROVIDING WRITTEN NOTICE TO SELLER ON OR BEFORE THE DATE THAT IS FIVE (5)
BUSINESS DAYS PRIOR TO THE CLOSING DATE (AS DEFINED IN SECTION 12) (THE
"ALLOCATED PURCHASE PRICE") FOR EACH OF (A) NORTHPOINT CENTRAL, HOUSTON, TEXAS
("NORTHPOINT CENTRAL"); (B) 2901 WILCREST, HOUSTON, TEXAS ("REGENCY CENTER");
AND (C) 2603 AUGUSTA, HOUSTON, TEXAS ("2603 AUGUSTA") (2603 AUGUSTA, NORTHPOINT
CENTRAL AND REGENCY CENTER, EACH A "PROJECT" AND COLLECTIVELY, THE "PROJECTS").
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, THE ALLOCATED
PURCHASE PRICE SHALL BE IN ACCORDANCE WITH THE MINIMUM AMOUNTS AS SPECIFIED ON
SCHEDULE 1 ATTACHED HERETO.
3.
PROPERTY.
"PROPERTY" MEANS ALL OF SELLER'S RIGHT, TITLE AND
INTEREST IN (A) THE LAND DESCRIBED ON EXHIBITS A-1 THROUGH A-3, INCLUSIVE
(COLLECTIVELY, THE "LANDS"); (B) ALL EASEMENTS AND OTHER RELATED RIGHTS
APPURTENANT TO THE LANDS (COLLECTIVELY, "APPURTENANCES"); (C) ALL IMPROVEMENTS
LOCATED ON THE LANDS (COLLECTIVELY, THE "IMPROVEMENTS") (THE LANDS,
APPURTENANCES AND IMPROVEMENTS ARE REFERRED TO COLLECTIVELY AS THE "REAL
PROPERTY"); (D) ALL PLANS AND SPECIFICATIONS RELATED TO THE REAL PROPERTY,
INCLUDING SPECIFICALLY, WITHOUT LIMITATION, ANY CAD DRAWINGS AND OTHER BUILDING
INFORMATION IN SELLER'S POSSESSION (COLLECTIVELY, THE "PLANS"); (E) ALL TANGIBLE
PERSONAL PROPERTY LOCATED ON THE REAL PROPERTY (EXCLUDING THE PROPERTY DESCRIBED
ON EXHIBITS B-1 THROUGH B-3, INCLUSIVE); (F) ALL LEASES, LICENSES AND OTHER
SIMILAR AGREEMENTS TO OCCUPY THE REAL PROPERTY DESCRIBED ON EXHIBITS C-1 THROUGH
C-3, INCLUSIVE, AND ALL NEW LEASES (AS DEFINED IN SECTION 11 OF THIS AGREEMENT)
(COLLECTIVELY, THE "LEASES"); (G) ALL COMMISSION AND BROKERAGE AGREEMENTS
DESCRIBED ON EXHIBITS D-1 THROUGH D-3, INCLUSIVE, AND ALL NEW COMMISSION
AGREEMENTS (AS DEFINED IN SECTION 11 OF THIS AGREEMENT) (COLLECTIVELY, THE
"COMMISSION AGREEMENTS"); (H) ALL SERVICE CONTRACTS DESCRIBED ON EXHIBITS E-1
THROUGH E-3, INCLUSIVE, AND ALL NEW SERVICE CONTRACTS (AS DEFINED IN SECTION 11
OF THIS AGREEMENT) (COLLECTIVELY, THE "SERVICE CONTRACTS"); AND (I) ALL BOOKS,
RECORDS, MARKETING MATERIALS, LOGOS, TRADEMARKS AND TRANSFERABLE WARRANTIES,
LICENSES AND PERMITS RELATED SOLELY TO THE USE OR OWNERSHIP OF THE REAL
PROPERTY, BUT EXCLUDING THE NAME "CMD" AND ALL VARIATIONS THEREOF AND ANY
WEBSITES MAINTAINED BY SELLER OR ANY