EXHIBIT 99.2
March 12, 2001
LF Strategic Realty Investors, L.P.
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx Xxxxx
Xxxxxx Freres Real Estate Investors, LLC
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx Xxxxx
Prometheus Western Retail, LLC
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx Xxxxx
Re: Limited Standstill Waiver
Dear Xxxx:
The Stockholders Agreement dated as of June 1, 1997, (the "Agreement") contains
within it certain restrictions on Lazard Freres Real Estate Investors, LLC
("LFREI"), LF Strategic Realty Investors, L.P. ("LFSRI"), Prometheus Western
Retail, LLC ("Prometheus") (LFREI, LFSRI and Prometheus are herein sometimes
known collectively as "Lazard") during the "Standstill Period" (as defined in
the Agreement). Notwithstanding such restrictions, the Board of Directors
("Board") of Center Trust, Inc., (the "Company") have determined that it is in
the best interests of all the shareholders to permit Lazard (along with the
Company) to explore certain opportunities with regard to a "Covered Transaction"
(as defined in the Agreement).
Subject to Xxxxxx'x compliance with and agreement to the following conditions,
Lazard shall be permitted to initiate and engage in discussions with third
parties regarding a possible Covered Transaction:
a) To inform the independent members of the Board (for the purposes
hereof, Xxxxx Xxxxxxx, Xxxx Xxxxxxx, and Xxxxxxxxx Xxxxxx) (the
"Independent Directors") or the President of the Company (Xxx Xxx) of any
material contact that Lazard may have with third parties concerning a
possible Covered Transaction and of any such material contact that Lazard
may initiate. Such notice shall be given as soon as reasonably practicable
after such contact. In the event that the Independent Directors do not
approve of such contact, Lazard shall cease all discussions with such third
party. To
the extent that such discussions, are permitted to continue, Lazard shall
coordinate its efforts with the Independent Directors and the Company;
b) To provide the Independent Directors or the President such detail
on a timely basis concerning the content and nature of the material
discussions between Lazard and such third parties as the Independent
Directors or the President shall reasonably request;
c) That any non-public information exchanged between Lazard and any
third party be subject to confidentiality agreements in form and substance
satisfactory to the Company for the benefit of the Company and that, except
as required by law (including, without limitation, disclosure requirements
under the Securities Exchange Act of 1934, as amended) Lazard shall not
disclose the occurrence of or the extent of discussions concerning a
possible Covered Transaction; and
d) That at such time that the Independent Directors deem that this
limited waiver be terminated, Lazard shall cease any and all contact with
third parties concerning the Company and shall be fully subject to all
restrictions set forth in the Agreement (subject to the terms set forth
therein).
For purposes of this letter, the determination of whether a contact or
discussion is "material" shall be made by Lazard in its reasonable good faith
judgment.
The parties hereto acknowledge that there have been allegations that certain
events may have occurred prior to the date hereto which may have triggered the
termination of the standstill provisions in the Agreement or which may have been
a violation of the standstill provisions. Notwithstanding anything to the
contrary contained herein, Lazard and the Company expressly reserve all rights
with respect to their respective positions.
Please countersign where indicated below to signify your agreement.
Center Trust, Inc.
a Maryland corporation
By: /s/ Xxxxxx X. Xxx
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Its:
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Agreed and accepted as of the date
set forth above.
Prometheus Western Retail, LLC
By: LF Strategic Realty Investors, L.P.
Its: Member
By: Lazard Freres Real Estate Investors, LLC
Its: General Partner
By: /s/ Xxxx X. Xxxxx
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Its: Principal and Chief Financial Officer
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Lazard Freres Real Estate Investors, LLC
By: /s/ Xxxx X. Xxxxx
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Its: Principal and Chief Financial Officer
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LF Strategic Realty Investors, L.P.
By: Lazard Freres Real Estate Investors, LLC
Its: General Partner
By: /s/ Xxxx X. Xxxxx
---------------------------------------
Its: Principal and Chief Financial Officer
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