------------------------------------
December 12, 1995
Xxxxxx Runstad Properties, L.P.
c/o Wright Runstad & Company
0000 Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Mr. Xxxxx Xxxxx
Xxxxxx & Xxxxxxxxx
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
Re: First Interstate Center
Seattle, Washington
------------------------
Gentlemen:
Please refer to the Letter Re Sale/Option and Partnership
Amendment (the "AGREEMENT") dated as of May 15, 1994, by and
between Carlyle Seattle Associates ("CARLYLE"), and 000 Xxxxx
Xxxxxx, Ltd. ("000 XXXXX XXXXXX"). The interest of 000 Xxxxx
Xxxxxx under the Agreement was assigned by 999 Third Avenue to
Xxxxxx Runstad Properties, L.P., a Delaware limited partnership
("WR PROPERTIES") pursuant to an assignment dated as of
November 30, 1994. All defined terms in this letter have the
meaning set forth in the Agreement.
This letter agreement shall be in lieu of the Option
Exercise Notice required by Section 3.1 of the Agreement. WR
Properties hereby exercises the Option. The Option Closing Date
shall be December 15, 1995 and shall be accomplished through the
mail with Xxxxxx & Firestone acting as escrow agent ("ESCROW
AGENT"). The Option Purchase Price shall be $21,350,000, and shall
be deemed paid in full by the delivery by WR Properties to Escrow
Agent on the Option Closing Date of the following documents: (1)
the original Note, (2) UCC termination statements sufficient to
terminate the Financing Statements attached hereto (the "UCC
TERMINATION STATEMENTS"), and (3) a release by Teachers Insurance
and Annuity Association in the form attached (collectively, the
"RELEASES"). In addition, each of Carlyle, 000 Xxxxx Xxxxxx, WR
Properties and the Partnership shall duly execute and deliver to
Escrow Agent on the Option Closing Date four original counterparts
of the Second Assignment and Assumption, which shall be in the form
of Exhibit "A" attached hereto and made a part hereof.
(1) Escrow Agent's receipt of the following documents
(collectively, the "DOCUMENTS") on the Option Closing Date, and (2)
Escrow Agent being unconditionally and irrevocably prepared to
deliver the Documents in accordance with this letter agreement (and
Escrow Agent shall not deliver any of the Documents until it is
prepared to deliver all of the Documents in accordance with this
letter agreement):
(a) The original Note;
(b) The UCC Termination Statements;
(c) The Releases; and
(d) Four fully executed originals of the Second
Assignment and Assumption.
If Escrow Agent receives all of the Documents on the
Closing Date, then Escrow Agent shall immediately deliver to
Carlyle and WR Properties a written confirmation of such
satisfaction (which confirmation shall evidence its agreement to
immediately take or cause to be taken the actions hereinafter
specified), and thereafter Escrow Agent shall immediately:
(1) Deliver the original Note (marked "cancelled"), the
UCC Termination Statements, the Releases and two fully executed
originals of the Second Assignment and Assumption to Carlyle, c/o
Pircher, Xxxxxxx & Xxxxx, 1999 Avenue of the Stars, Xxxxx 0000, Xxx
Xxxxxxx, Xxxxxxxxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Esq.
(2) Deliver two fully executed originals each of the
Second Assignment and Assumption to WP Properties, c/o Wright
Runstad & Company, 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx,
Xxxxxxxxxx 00000, Attention: Mr. Xxxxx Xxxxx.
All closing costs incurred by Escrow Agent in carrying
out its duties under this letter agreement are to be billed to WR
Properties.
If the conditions to the closing of the Option are not
satisfied on or before the Option Closing Date, then, unless Xxxxxx
Agent receives written instructions to the contrary executed by
Carlyle and WR Properties within three days of the Option Closing
Date: (i) the instructions to Escrow Agent set forth in this letter
agreement shall be deemed canceled, (ii) Escrow Agent shall
immediately return each of the Documents (or counterparts thereof)
to the depositing party, and (iii) the Option shall terminate and
shall be of no further force or effect.
Escrow Agent is acting solely as escrow closing agent,
and shall be liable solely for its failure to comply with the terms
of this letter agreement.Sign below in order to evidence your agreement
to the terms of this letter agreement.
This letter agreement may be executed in two or more
counterparts, each of which shall be an original, but all of which
shall constitute one and the same letter agreement.
Very truly yours,
CARLYLE:
CARLYLE SEATTLE ASSOCIATES,
a general partnership
By: CARLYLE REAL ESTATE LIMITED
PARTNERSHIP-XII,
a limited partnership,
General Partner
By: JMB REALTY CORPORATION,
a Delaware corporation,
General Partner
By:
Name:
Title:
By: CARLYLE REAL ESTATE LIMITED
PARTNERSHIP-X,
a limited partnership,
General Partner
By: JMB REALTY CORPORATION,
a Delaware corporation,
General Partner
By:
Name:
Title:
AS OF THE DATE FIRST
ABOVE WRITTEN
WR PROPERTIES:
XXXXXX RUNSTAD PROPERTIES L.P.,
a Delaware limited partnership
By: XXXXXX RUNSTAD ASSET MANAGEMENT L.P.
a Washington limited partnership,
General Partner
By: WRAM, INC.,
a Washington corporation,
General Partner
By:___________________________________
Name:_________________________________
Title:__________________________________
The undersigned has executed this letter agreement solely to
evidence its agreement to serve as Escrow Agent and comply with the
escrow instructions set forth herein.
XXXXXX & FIRESTONE,
By:___________________________________
Name:_________________________________
Title:__________________________________
FORM OF SECOND ASSIGNMENT AND ASSUMPTION
[SEE ATTACHED]
