Beacon Properties, L.P.
00 Xxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
April 16, 1997
SSB Realty, Inc.
c/o State Street Bank and Trust Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Re: 000 Xxxxxxxx Xxxxxx
Gentlemen:
We have today entered into a Memorandum of Agreement with respect to your
proposed purchase and the proposed financing of 000 Xxxxxxxx Xxxxxx. This letter
is the letter agreement referred to in the Memorandum of Agreement.
This letter confirms that we have agreed that Beacon Properties, L.P., at
such time as it purchases the property in accordance with the Memorandum, will
pay to SSB Realty, Inc. the additional sum of $5,000,000, of which $3,000,000
shall be paid at Closing and $1,000,000 on each of the first and second
anniversary dates of the Closing. If either payment is not made when due, in
addition to any other remedies, you shall have the right to offset rent
otherwise due under your lease. The lease will be amended to reflect this right.
The $5,000,000 shall be absolutely net to you (other than your counsel fees);
for example, any transfer taxes or title insurance premiums, if incurred, shall
be borne by us.
Furthermore, notwithstanding the provisions of the Memorandum of Agreement,
provided that the Purchase and Sale Agreement between the seller and you does
not preclude the same, you shall assign to us all of your right, title and
interest in and to the Purchase and Sale Agreement in consideration of our
agreement to pay to you the amount set forth in the preceding paragraph at the
times set forth therein. In the event of such assignment to us, we will
indemnify and hold you harmless from and against our failure to perform under
the Purchase and Sale Agreement. In the event that the purchase price with the
Seller is reduced below $275,000,000 for any reason other than reductions based
upon the need for capital improvements or deferred maintenance discovered during
the due diligence period, we will pay you at Closing one third of any such
reduction.
We also agree with you that in the event we acquire the Property pursuant
to this letter or the Memorandum of Agreement we will fulfill the obligations of
the landlord under your Lease and the Landlord and Tenant Work Agreement with
respect to asbestos containing materials. You agree to provide an estoppel
letter confirming the rent, the lease expiration date, options and the fact of
no outstanding landlord defaults under all of your leases and work agreement,
and such other matters as we may mutually agree.
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Please confirm by executing the enclosed counterpart of this letter.
Very truly yours,
Beacon Properties, L.P.
By: Beacon Properties Corporation,
General Partner
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------
Xxxxxxx X. Xxxxxxx
Senior Vice President
Agreed to and Confirmed
SSB Realty, Inc.
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------
Xxxxxx X. Xxxxxxx
President
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