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EXHIBIT 10.2
INDEMNIFICATION AGREEMENT
This
Indemnification Agreement (“the Agreement”) dated
as of February 8, 2008 made by and between First Real Estate
Investment Trust of New Jersey, a New Jersey real estate
business trust (hereinafter “FREIT”), and Rotunda
100, LLC, a New Jersey limited liability company (hereinafter
“Rotunda 100”).
Preliminary Statement
WHEREAS,
Grande Rotunda, LLC (the “LLC”) is a Maryland
limited Liability Company consisting of FREIT as the Managing
Member and Rotunda 100, as the Limited Member;
WHEREAS,
FREIT is the owner of 60% of the “Percentage
Interests” in the LLC and Rotunda 100 is the owner of
40% of the “Percentage Interests” in the LLC; the
term Percentage Interest being defined in the Operating
Agreement of the LLC; and
WHEREAS,
the LLC is the owner of a mixed use retail complex located in
Baltimore, Maryland known as the “The Rotunda ”
(the "Premises”); and
WHEREAS,
the LLC is obligated to Bank of America (the
“lender”) pursuant to a Promissory Note (the
"Note") in an amount of Twenty Two Million Five Hundred
Thousand Dollars ($22,500,000.00) (the “loan”),
the proceeds of which were used to acquire the Premises;
and
WHEREAS,
as a condition precedent of the granting of the Loan, the
Lender required FREIT to execute certain guarantees and
indemnifications related to the Loan as evidenced by the Note,
and a certain Guaranty Agreement of even date (all of the
foregoing being, collectively referred to herein as the
“Guaranty Documents”); and
WHEREAS,
the Guaranty Documents have been executed and delivered to
Lender by FREIT with FREIT’s understanding
that any loss or other costs incurred pursuant to the terms of
the Guaranty Agreement will be borne sixty (60%) percent by
FREIT and forty (40%) by Rotunda 100;
NOW
THEREFORE, the parties hereto agree as follows:
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Section
1.
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Agreement
of Indemnity.
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(a) Rotunda
100 hereby, irrevocably and unconditionally agrees to jointly
and severally defend, indemnify and hold FREIT harmless from
and
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