Xxxxx 0, 0000
XXX/XXXXXXXXXXX L.L.C.
c/o Blackstone Realty Advisors
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxxx X. Xxxxxx
Re: 0000 Xxxxxxxxxxx Xxxxxx
Xxxxxxxxxx X.X.
Ladies and Gentlemen:
Reference is made to that certain Purchase Agreement
(together with any amendments, the "Purchase Agreement") dated
as of February 10, 1999, between 1225 Investment Corporation
("Seller") and BRE/Connecticut L.L.C. ("Buyer), respecting the
purchase and sale of the above premises. Except as otherwise
set forth herein, all capitalized terms used in a defined manner
herein shall have the meanings set forth for such terms in the
Purchase Agreement.
In consideration of the premises, the mutual undertakings
of the parties and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,
Seller and Buyer hereby agree as follows:
1. REPRORATIONS OF ESCALATION RENTS AND "PASS THROUGHS.
Nothwithstanding anything to the contrary contained in the
Purchase Agreement, the final reproration of escalations rents
and "pass throughs" provided for in the last two sentences of
Paragraph 6(D)(1)b) shall be completed by Buyer and Seller in
good faith no later than December 10, 1999 (utilizing reasonable
assumptions, if appropriate).
2. EXTENSION OF CLOSING DATE. The Closing Date may be
extended by Buyer to March 29, 1999 upon the delivery to Seller
by Buyer of written notice of such extension not later than
March 11, 1999, and the concurrent delivery by Buyer to the
Title Company of $1,500,000 as an additional deposit (and
thereupon the term "Escrow Deposit" shall be deemed to include
such additional amount).
3. CLOSING DELIVERIES. On the Closing Date, Seller shall
deliver to Buyer an assignment of the X.X. Xxxxxxx Systems,
Inc., warranty for the West and North waterproofing repair
(precast joint seals), if the same remains in effect, and the X.
X. Xxxxxxx roof assembly guarantee, as well as originals (to the
extent in Seller's possession) of such warranty and guarantee
and evidence reasonably satisfactory to Buyer that proper notice
of the transfer of the Property was delivered by Seller to X.X.
Xxxxxxx
4. STORAGE TANK MATTERS. Buyer acknowledges that the
condition set forth in paragraph 5F of the Purchase Agreement is
hereby deemed satisfied.
Except as expressly modified in this letter agreement, the
Purchase Agreement is unmodified and remains in full force and
effect.
This letter agreement may be executed in any number of
identical counterparts. If so executed, then each of such
counterparts is deemed to be an original and all such
counterparts shall, collectively, constitute on a agreement.
The parties hereto agree that facsimile copies of signatures
shall be acceptable and shall be deemed original signatures
(provided, however, each party will send the other an executed
counterpart original if requested).
Very truly yours,
1225 INVESTMENT CORPORATION,
a Delaware corporation
By: Xxxxxx X. Xxxxx
Name: XXXXXX X. XXXXX
Title: Vice President
AGREED TO AS OF THIS ____ DAY OF MARCH, 1999
BRE/CONNECTICUT L.L.C.,
a Delaware limited liability company
By: Xxxxxx X. Xxxxxx
Name: XXXXXX X. XXXXXX
TITLE:
