Syndicated purchase of fixed property as an investment

This document to be utilised in acquiring property in a joint venture situation, developing the property and then taking the property through to a particular stage in development/completion. Normally a unit trust is utilised to hold the investment.

Sample

"A The parties set out in Schedule 1 ("the Owners") have agreed to purchase the Property set out in Schedule 9 as tenants-in- common in the proportions set out in Schedule 2 with the intention of holding the same (and perhaps also further developing the same) as an investment.

B The Owners desire that their relationship must be governed by the terms of this Agreement.

C The parties set out in Schedule 3 have agreed to guarantee the obligations of the parties set out in Schedule 4, the parties set out in Schedule 5 have agreed to guarantee the obligations of the parties set out in Schedule 6 and the parties set out in Schedule 7 have agreed to guarantee the obligations of the parties set out in Schedule 8.

7 INITIAL CONTRIBUTION

7 . 1 The capital of the Syndicate must be the amount set out in Schedule 18 to be provided by the Syndicate in the proportions set out in Schedule 2.

7 . 2 Until such time as all parties have contributed their respective proportions of the initial capital of the Syndicate each Owner must be credited with interest on the sum contributed by it at the rate set out in Clause 4.2 hereof.

7 . 3 All further funds which may be required by the Syndicate must either be contributed pro rata by the Owners or (subject to the terms hereof) must be borrowed from third parties.

8 FINANCING

Where either Owner (except as provided in the last preceding clause hereof and whether by agreement or by reason of the default of the other Owner) contributes towards the funds required by the Syndicate from time to time a sum which exceeds the amount contributed by the other Owner:-

8 . 1 The Owner must be entitled to recover from the Syndicate the amount of the excess and the other Owner must be obliged to pay that amount to the Syndicate:-

8 . 1 . 1 where the Owner has contributed the excess by reason of the default of the other Owner - on demand;

8 . 1 . 2 where the Owner has contributed the excess by agreement with the other Owner - upon such notice being given by the Owner to the other Owner as is from time to time agreed upon by the Owners in writing and if there is no such agreement upon three months' notice in writing so given;

8 . 2 The Owner must be entitled to be paid interest by the Syndicate monthly on the amount of the excess at the average rate from time to time charged by the ANZ Banking Group Limited on overdrawn accounts maintained for business purposes and which are limited to $100,000 and if there is no such rate or such rate is not capable of being ascertained at such rate as is certified from time to time by Rosendorff Lawyers acting in their discretion to be a fair and reasonable rate for the purposes of this Agreement.

9 RELATIONSHIP

Notwithstanding anything herein contained or implied the Syndicate must not be a partnership, the relationship of the Owners must not be that of partners, no partnership is constituted or must be deemed to be constituted and each of the Owners must be beneficially entitled to its respective undivided share or interest in the Property and any other assets of the Syndicate PROVIDED NEVERTHELESS:- "