Exhibit 10(b)
August 1, 2001
Thackeray Corporation
000 Xxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000
RE: Orlando, Florida property - Phase II
Gentlemen:
Simultaneously with the execution of this letter agreement,
affiliates of the undersigned ("Xxxx") are entering into the Amended and
Restated Agreement of Limited Partnership of BT Orlando Limited Partnership
("Phase I Partnership") ("BT Agreement") with an affiliate of Thackeray
Corporation ("Thackeray") covering the development of approximately 140
commercial acres of land in Orlando, Florida known as Festival Bay ("Phase I").
This letter agreement pertains to the adjacent 78 acres to be developed as Phase
II. Capitalized terms used herein have the same meaning as defined in the BT
Agreement unless otherwise defined herein. This letter agreement supersedes in
its entirety that certain letter agreement dated May 20, 1996, as subsequently
amended, between the parties hereto.
The 78 acres involved in Phase II are comprised of approximately 22.5
commercial acres and 55.5 multi-family residential acres. Solely for purposes of
this letter agreement, you have placed a value of $1.65 per square foot on the
residential acres and $200,000 per acre on the commercial acres, resulting in an
approximate value of this 78 acres of $8,489,007, subject to adjustment upon
actual survey.
Xxxx and Xxxxxxxxx hereby agree to form a new limited partnership
("Phase II Partnership"), 50% of which will be owned by Thackeray or an
affiliate(s) and 50% of which will be owned by Xxxx or an affiliate(s)
(including Xxxxxx Xxxxxx in the definition of affiliates). The term Thackeray as
used herein shall include Thackeray and its affiliates. The term Xxxx as used
herein shall include Xxxx and its affiliates. The new limited partnership will
develop the 22.5 acres of commercial real estate and the 55.5 acres of
multi-family residential real estate. The parties agree that the new limited
partnership agreement will contain the same provisions as those in the original
partnership agreement for the Phase I Partnership ("Original Partnership
Agreement") dated May 20, 1996 (except for the 50%-50% ownership referenced
above), subject to adjustment to reflect the land and timing differentials, and
with an affiliate of Xxxx acting as Administrative General Partner and agreeing
to use its best efforts to develop the respective portions of Phase II.
Xxxxxxxxx will contribute the 22.5 and 55.5 acres to the Phase II Partnership as
Preferred Partnership Capital, at Gross Asset Values of $4,500,000 and
$3,987,007, respectively (as adjusted upon actual survey), with the same 9%
Cumulative Preferred Return as in the Original Partnership Agreement, commencing
to accrue upon transfer of the respective acreage to the partnership. The
respective 22.5 and 55.5 acre tracts of land (or such portions thereof as are
being developed) will be transferred to the Phase II Partnership simultaneously
with closing of the respective construction loans thereon. The parties agree to
act in good faith and use their best efforts to complete this new partnership
agreement within two (2) months after agreement upon plans and budgets as set
forth below.
The commencement date ("Commencement Date") for the new partnership
agreement will be the date of completion of Festival Bay Shopping Center (deemed
to be the date upon which the City of Orlando issues certificates of occupancy
for the stores within the property which have leases in existence at the closing
of the 2001 Financing). Neither the commercial acres nor the residential acres
will be transferred to the Phase II Partnership (and this letter agreement shall
terminate and be of no further force or effect) unless Xxxx and Xxxxxxxxx agree
upon conceptual construction plans, an overall development plan and a
development budget for Phase II (such plans and budget to be prepared and
presented by Xxxx) on or before June 30, 2003, agreement to which shall not be
unreasonably withheld.
Neither the commercial acres nor the residential acres will be
transferred to the Phase II Partnership (and this letter agreement shall
terminate and be of no further force or effect) if Festival Bay Shopping Center
is not completed (as defined above) by December 31, 2003.
Neither the commercial acres nor the residential acres will be
transferred to the Phase II Partnership (and this letter agreement shall
terminate and be of no further force or effect) if said Partnership fails for
any reason to secure and close construction financing for both the new
commercial project and the new residential project within twelve (12) months
from the Commencement Date. For the purposes of the foregoing sentence,
construction financing must be in an amount sufficient to fully fund the amount
agreed upon in the aforementioned development budget. However, if construction
financing for at least 33% of the residential acreage is obtained and closed
within twelve (12) months of the Commencement Date, the twelve (12) month period
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(with respect to the remaining residential acreage and upon request of Xxxx) may
be extended for an additional six (6) months; however, there is no extension
right as to the requirement for closing of construction financing for the
commercial acreage. At the end of the six (6) month extension, if construction
financing for more than 66% of the residential acreage is obtained and closed
within eighteen (18) months of completion of the Commitment Date, an additional
six (6) months shall be granted to close construction financing for the
remainder of the residential acreage.
Please execute a copy of this letter agreement to constitute your
agreement to the above and upon such execution and return to us, this letter
agreement shall constitute the binding agreement of the parties hereto. This
letter agreement may be executed in counterparts.
Very truly yours,
XXXX INVESTCO GP
By: URCO, Inc. its Managing Partner
By:
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AGREED:
THACKERAY CORPORATION
By:
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