REINSTATMENT AND MODIFICATION AGREEMENT
THIS REINSTATMENT AND MODIFICATION AGREEMENT
entered into this 10th day of October, 1997 by and
between TWC TEN, LTD., a Florida limited partnership
("Seller") and AETNA LIFE INSURANCE COMPANY, a
Connecticut corporation ("Purchaser").
WHEREAS, Seller and Purchaser entered into an
Agreement of Sale and Purchase dated effective
September 23, 1997 (the "Contract'); and
WHEREAS, Purchaser terminated the contract
pursuant to its notice dated October 1, 1997; and
WHEREAS, Seller and Purchaser wish to reinstate
the Contract and to modify certain terms thereof as
more particularly set forth herein.
NOW, THEREFORE, in consideration of Ten and 00/100
Dollars ($10.00) and other good and valuable
consideration receipt and sufficiently which is hereby
acknowledged, the parties agree as follows:
1. The recitals set forth above are true and
correct.
2. The Contract is hereby reinstated effective
as of the date of the signature of the last party
hereto as set forth below their signature.
3. The Purchase Price set forth in Paragraph 2
is hereby reduced for Forty-Five Million seven Hundred
Thousand and 00/100 Dollars ($45,700,000.00).
4. The parties acknowledged that the Deposit
required under paragraph 2A, in the amount of
$459,500.00 is currently held by Annis, Mitchell,
Xxxxxx, Xxxxxxx & Xxxxx, P.A., as Escrow Agent ("Escrow
Agent"). The same shall continue to be held pursuant
to the terms of the Contract.
5. Paragraph 3B is hereby amended to provide
that the Inspection Period shall expire at 5:00 p.m.
EDT on October 13, 1997.
6. Paragraph 6A is hereby amended to provide for
a Closing on October 20, 1997.
7. Paragraph 14 is hereby amended to provide
that notices under the Contract may also be sent by
facsimile transmission as evidenced by receipt
transmission to the following addresses in the manner
required in Paragraph 14.
To: Xxxx Xxxxxx Realty, Inc.
Xxx Xxxxx Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
To: The Xxxxxx Xxxxxxx Group
Xxx Xxxxxxxxxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
(000) 000-0000
Attn: Xxxxxxx X. Xxxxxxx
To: Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx & Xxxxx, P.A.
Xxx Xxxxx Xxxx Xxxxxx
Xxxxx 0000
Xxxxx, XX 00000
(000) 000-0000
To: Aetna Life Insurance Company
Attention: Xxxxxxx X. Xxxxxxxxx
000 Xxxxxxxx Xxxxxx
0xx Xxxxx
Xxxxxxxx, XX 00000-0000
(000) 000-0000
To: Aetna Life Insurance Company
Attention: Drake X. Xxxxxxxxxx, Esq.
000 X.X. Xxxxx Xxxxxx
00xx Xxxxx
Xxxx Xxxxxxxxxx, XX 00000
(000) 000-0000
8. The parties agree that Purchaser's inspection
of the Premises has disclosed certain defects in the
parking garage areas which need remedial action.
Seller shall escrow with Escrow Agent, the sum of
Seventy-Five Thousand and 00/100 Dollars ($75,000.00)
at the time of Closing. Seller and Purchaser shall
mutually agree upon (I) an escrow agreement to be
executed at the Closing reasonably satisfactory to the
Escrow Agent; and (ii) a scope of work to be performed
within the parking garage to remediate such defects
including reasonable engineering and architectural
services and reasonable construction management costs.
Such remedial work shall be completed within one (1)
year from the date of Closing. Upon its completion,
the Hotel Property will be billed for its sixty percent
(60%) portion of such work as provided in that certain
Declaration of Restrictions and Easements recorded in
O.R. Book 4629, Page 1896 of the Public Records of
Hillsborough County, Florida, as amended (the
"Declaration"), and upon receipt of the Hotel
Property's contribution and Seller's receipt of
invoices for all such remedial work reasonably
satisfactory to it, the Office Building's portion of
forth percent (40% of such expenditure shall be
released from escrow to Purchaser and any balance
returned to Seller. In the event that the Office
Building's portion of the remedial work exceeds Seventy-
Five Thousand and 00/100 Dollars ($75,000.00), any such
excess shall be paid by Purchaser. In the event all of
the requirements set forth herein are not satisfied
within one (1) year from the date of Closing, any sums
still held by Escrow Agent shall promptly be delivered
to Seller.
9. The parties acknowledge that Federal
Insurance Company is owed a rental credit of $100,000
net of certain amounts owed Seller pursuant to the
Federal Letter (as hereinafter defined) and other
amounts due Seller under the Lease with Federal
Insurance Company which is the sole responsibility of
the Seller. This rental credit will be satisfied
pursuant to the terms of the Letter dated September 17,
1997 from the Xxxxxx Company to Federal Insurance
company, a copy of which is attached hereto as Exhibit
"A" (the "Federal Letter").
10. Except as modified herein all of the terms
and conditions of the Contract shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have duly
executed this Reinstatement and Modification Agreement
as of the day and year first above written.
Signed, sealed and delivered in the presence of:
TWC TEN, LTD., a Florida
limited partnership
By: BAYPORT OFFICE, LTD., a
Florida limited partnership,
as a general partner of TWC
TEN, LTD., a Florida limited
partnership
By: XXXX XXXXXX REALTY GROWTH
PROPERTIES, L.P., a Delaware
limited partnership, as the
general partner of BAYPORT
OFFICE, LTD., a Florida
limited partnership
By: XXXX XXXXXX REALTY GROWTH
PROPERTIES, INC., a Delaware
corporation, as a general
partner of XXXX XXXXXX
REALTY GROWTH PROPERTIES,
L.P., a Delaware limited
partnership
____________________________ By:
________________________
Print Name: ________________ Name: Xxxxxx X.
Xxxxxx
Its: Vice President
____________________________
Print Name: ________________ Date Executed:
______________
By: BAYROCK REALTY
ASSOCIATES, L.P.,
LTD., a Delaware
limited partnership, as a
general partner of TWC TEN,
LTD., a Florida limited
partnership
By: BAYROCK REALTY, INC., a
Delaware corporation d/b/a
BAYROCK TAMPA REALTY, INC.,
a general partner of BAYROCK
REALTY ASSOCIATES, L.P.,
LTD, a Delaware limited
partnership
____________________________ By:
________________________
Print Name: ________________ Name: Xxxx X. Xxxxxx
III
Its: Vice President
____________________________
Print Name: ________________ Date Executed:
______________
