EXHIBIT 1
PROMETHEUS WESTERN RETAIL, LLC
00 XXXXXXXXXXX XXXXX
XXX XXXX, XXX XXXX 00000
May 10, 2002
Center Trust, Inc.
0000 Xxxxxxxxx Xxxxxxxxx
Xxxxxxxxx Xxxxx, XX 00000-0000
Attention: Xxxxxx Xxxxxxx
Re: Notice to Terminate Standstill Provisions
Dear Stuart:
Reference is made to that certain Stockholders Agreement (the
"Stockholders Agreement") dated as of June 1, 1997, as amended, made between
Lazard Freres Real Estate Investors L.L.C., LF Strategic Realty Investors L.P.,
Prometheus Western Retail, LLC ("Prometheus") and Center Trust, Inc. (formerly
Xxxxxxxxx Xxxxxx Properties, Inc.) (the "Company"). Capitalized terms used and
not otherwise defined herein have the meanings given in the Stockholders
Agreement.
In accordance with Section 5.1(b) of the Stockholders Agreement,
Prometheus hereby provides the Company written notice that Prometheus elects
that a Standstill Extension Term not commence (the "Standstill Termination
Notice"). Following 90 days after the date of this Standstill Termination
Notice, the following provisions of the Stockholders Agreement will
automatically terminate and be of no further force and effect: Section 2.1
(Members of the Board), Section 2.2 (Committee Representation; Subsidiary
Boards), Section 2.3 (Vacancies), Section 2.4 (Officers), Section 4.1 (Voting
Rights), Section 5.1 (Standstill Periods), Section 5.2 (Restrictions During
Standstill Period and Standstill Extension Term), Section 5.3 (Restrictions on
Transfer) and Section 5.4 (Notice to Company).
Save as provided above, the Stockholders Agreement will remain in full
force and effect.
Please countersign a copy of this letter where indicated below to
signify your acknowledgment of and agreement with the contents of this letter
and return the signed copy to the attention of Xxxxxxxx X. Xxxxxxxxxx, Esq.,
Prometheus Western Retail, LLC, 00 Xxxxxxxxxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, XX
00000 (facsimile: (000) 000-0000).
Sincerely,
Prometheus Western Retail, LLC
By: Prometheus Western Retail Trust
Its: Sole Member
By: /s/ Xxxx X. Xxxxxxx
Title: Vice President
Agreed and accepted as of the date
set forth above.
Center Trust, Inc.
By:
Name:
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Title:
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