EXHIBIT 99.2
XXXXXXXX PARTNERS
0000 Xxxx Xxxx Xxxx . Building Xxx Xxxxx 000 . Xxxxx Xxxx, XX 00000
Tel 000-000-0000 . FAX 000-000-0000 . XXXX://XXX.XXXXXXXXXXXX.XXX
May 6, 1997
Massachusetts Bay Transportation
Authority Retirement Fund
c/o Xx. Xxxx X. Xxxxxxxx
00 Xxxxxx Xxxxxx - 00xx Xxxxx
Xxxxxx, XX 00000
Re: Meridian Point Realty Trust VIII
Ladies and Gentlemen:
This letter agreement will amend the existing agreement between us
(the "Existing Agreement") by letter dated March 21, 1997 from Xxxxxxxx Partners
to you:
1. The purchase price for the Shares (this and any other capitalized term
used herein and not otherwise defined have the meaning specified in
the Existing Agreement) shall be $7.90 per share, for a total of
$9,350,092.40 or higher per share if another significant shareholder
sells their shares to Xxxxxxxx Partners in which case we will pay you
at the same rate per share as we paid to such other significant
shareholder on June 11, 1997.
2. Xxxxxxxx Partners hereby notifies MBTA that it is satisfied with the
results of their "due diligence" in Paragraph 3 of the Existing
Agreement, and the $50,000.00 deposit with Chicago Title Insurance
Company becomes non-refundable.
3. The date of May 20, 1997 in paragraph 4 of the Existing Agreement is
extended to June 11, 1997 for closing.
4. Unless the Existing Agreement, as modified hereby (and by any
subsequent amendments), is no longer in effect, your agree to give us
your proxy to vote the Shares at the Company's next annual meeting.
Except as modified above, our Existing Agreement remains in full force and
effect.
Sincerely,
/s/ Xxxxx X. Xxxxxxxx
---------------------
Xxxxx X. Xxxxxxxx
President & CEO
(Continued on Page 2)
-2-
We agree to the foregoing.
Massachusetts Bay Transportation
Authority Retirement Fund
By /s/ Xxxx X. Xxxxxxxx Xx.
------------------------
Name Xxxx X. Xxxxxxxx Xx.
--------------------
Date 5/6/97
