EXHIBIT 10.10
September 11, 2000
Boca-Mandy Acquisitions, Ltd.
and BO-MA, LLC
00000 Xxxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Re: Limited Partnership Agreement of Third Street
Partners, Ltd. (the "Partnership") of even date
herewith (the "Partnership Agreement")
Ladies and Gentlemen:
This will confirm our agreement as follows, supplementing and amending
the captioned Partnership Agreement:
1. All capitalized terms used herein and not specifically defined
herein shall have the respective meanings assigned to those
terms in the Partnership Agreement.
2. Upon the closing of the acquisition by the Partnership of
title to the Property (or title to the Property other than the
Out Parcel), the Partnership (i) shall pay a brokerage
commission in the amount of $100,000.00 to X.X. Xxxxxxxxxx,
Inc. and a brokerage commission in the amount of $50,000.000
to a firm (whose name and address will be provided by Boma)
with which Xxxxx Xxxxxx is affiliated; and (ii) will
indemnify, defend and hold harmless Boca, Boma and their
respective partners, members, and officers from and against
all claims, liabilities, losses, damages, costs and expenses
(including, without limitation, reasonable attorneys' fees and
disbursements) asserted against, suffered or incurred by any
of the foregoing indemnified parties by reason of any claims
for the brokerage commissions referred to in the preceding
clause (i). The Xxxxxx Partners and the Related Partners will
make additional capital contributions to the extent funds are
needed by the Partnership in order to fund payment of all of
said brokerage commissions at said closing of title.
3. Supplementing Section 6.2.3(b)(xi) of the Partnership
Agreement, if Boca or its designee does not acquire title to
the Out Parcel by reason of the Seller's failure to deliver
title thereto in accordance with the Purchase Agreement, the
Partnership and Boca (or its designee) shall not enter into,
and accordingly, Boca shall not be required to pay for, the
Easement, and the Parking Space Note and Parking Space
Mortgage shall not be executed or delivered.
Boca Mandy Acquisitions, Ltd.
Page 2
4. Nothing contained in any Affidavit of Capital Contributions
signed by the General Partners shall diminish or otherwise
affect the obligations of the Xxxxxx Partners and the Related
Partners to make additional capital contributions as and when
required under the terms of the Partnership Agreement, as
modified and supplemented hereby.
5. As modified and supplemented hereby, the Partnership Agreement
continues to remain in full force and effect.
Please confirm your agreement with the foregoing by signing and
returning to the undersigned a copy of this letter agreement.
Very truly yours,
TRG-BRN, LLC, a General Partner of the
Partnership
By:
---------------------------------------
Name:
Title:
LEV-BRN, INC., a General Partner of the
Partnership
By:
---------------------------------------
Xxxxxxx X. Xxxxxx, President
THE RELATED GROUP OF FLORIDA,
a Florida general partnership, a Limited
Partner of the Partnership
By: Related Florida, Ltd.,
a Florida limited partnership
By: Related Florida, Inc.,
a Florida corporation, General Partner
By:
---------------------------------------
Name:
Title:
Boca Mandy Acquisitions, Ltd.
Page 3
By: Related General of Florida, Ltd.,
a Florida limited partnership
By: RCMP, Inc.,
a Delaware corporation, General Partner
By:
----------------------------------
Name:
Title:
XXXXXX AND SONS, INC., a Limited Partner of
the Partnership
By:
---------------------------------------
Xxxxxxx X. Xxxxxx, President
AGREED:
BO-MA,LLC,
a General Partner of the Partnership
By:
---------------------------------------
Xxxx Xxxxxx, President
BOCA-MANDY ACQUISITIONS, LTD.,
a Limited Partner of the Partnership
By:
---------------------------------------
Xxxx Xxxxxx, President
