February 1, 2007
Exhibit 99.1
February 1, 2007
Commingled Pension Trust Fund (Special Situation
Property) of JPMorgan Chase Bank, N.A.
c/o X.X. Xxxxxx Investment Management Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Property) of JPMorgan Chase Bank, N.A.
c/o X.X. Xxxxxx Investment Management Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxx
Re: Xxxx Realty Partners LLC
Gentlemen:
Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated
as of November 5, 2006, among SSPF/CET Operating Company LLC, SSPF/CET OP Holding Company LLC,
SSPF/CET OP Holding Company Subsidiary L.P., Columbia Equity, LP and Columbia Equity Trust, Inc.
All capitalized terms not otherwise defined herein shall have the meanings set forth in the Merger
Agreement.
Subject to Section 4.01 of the Merger Agreement, the parties to the Merger Agreement intend
that the Company and its Subsidiaries shall actively seek to acquire real property and interests in
real property during the period commencing upon execution of the Merger Agreement and ending upon
the first to occur of either the Closing Date or Termination Date.
In connection with the foregoing, the Company has negotiated the purchase of a fifty percent
(50%) membership interest (the “Membership Interest”) in Xxxx Realty Partners LLC, a Delaware
limited liability company (“CRP”) pursuant to the terms and conditions of that certain Amended and
Restated Limited Liability Company Agreement of Xxxx Realty Partners LLC dated as of approximately
even date herewith (the “CRP LLC Agreement”). CRP is a commercial real estate development and
property management company.
SSPF has approved the Company’s purchase of the Membership Interest pursuant to the terms of
the CRP LLC Agreement. In order to facilitate the above-described transaction, SSPF and Company
agree as follows:
(A) SSPF shall acquire such Membership Interest through a corporate affiliate, Xxxx Management
Holding Corporation, a Delaware corporation (the “Corporation”), pursuant to the terms and
conditions of the CRP LLC Agreement and, in so doing, shall become a member of CRP;
(B) Subject to the terms of Section 2.2(a) of the CRP LLC Agreement, SSPF hereby grants the
Company an option (the “Option”) to acquire all of the issued and outstanding stock in the
Corporation (the “Stock”) for the Option Price (as hereinafter defined) commencing on the
Termination Date. The Option shall be exercisable by the Company, its Subsidiary or Affiliate, for
thirty (30) days following the Termination Date by written notice from the Company to SSPF, and the
Company shall have ninety (90) days from exercise of the Option to close on the acquisition of the
Stock. At the closing of such acquisition of the Stock, the Company shall pay the Option Price to
SSPF and SSPF shall assign the Stock to the Company, its Subsidiary or Affiliate. The term “Option
Price” shall mean the sum of (i) the total actual costs incurred by the SSPF affiliate in acquiring
the Membership Interest, including capital contributions to CRP and other transaction costs
(collectively, “Acquisition Costs”) and (ii) an IRR Amount (as defined in Exhibit A
attached hereto) of ten percent (10%) per annum; and
Commingled Pension Trust Fund (Special Situation
Property) of JPMorgan Chase Bank, N.A.
February 1, 2007
Page 2
Property) of JPMorgan Chase Bank, N.A.
February 1, 2007
Page 2
(C) SSPF hereby represents and warrants to the Company that the Corporation (i) as of the date
hereof, is a newly-formed corporation, has not conducted any business and has not incurred any
liabilities or obligations of any type, current or contingent, except for normal expenses involved
in its incorporation, and (ii) from and after the date hereof, shall not conduct any business other
than the ownership of the Membership Interest in CRP pursuant to the CRP LLC Agreement, and shall
not incur any liabilities or obligations of any type, current or contingent, except as contemplated
by the terms of the CRP LLC Agreement.
(D) In the event Closing occurs under the Merger Agreement prior to the exercise by Company of
the Option, SSPF shall cause the Stock to be sold to SSPF/CET PI LLC, its Subsidiary or Affiliates,
at Closing for a purchase price equal to the Acquisition Costs.
Very truly yours, COLUMBIA EQUITY TRUST, INC., a Maryland corporation |
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By: | /s/ Xxxxxx X. Xxxx, III | |||
Xxxxxx X. Xxxx, XXX, Chief Executive Officer | ||||
Date: February 1, 2007 |
The foregoing terms are hereby agreed to, accepted and approved by SSPF this 1st day of February 2007. | ||||
Commingled Pension Trust Fund (Special Situation Property) of JPMorgan Chase Bank, N.A. |
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By:
|
/s/ Xxxxxxxxx X. Xxxx
Title: Vice President |
EXHIBIT A
IRR / IRR AMOUNT
This Exhibit describes the internal rate of return calculation contemplated by the letter agreement
(the “Letter Agreement”) to which this Exhibit is attached and of which this Exhibit forms a part.
Except as otherwise indicated in this Exhibit, each capitalized term used herein shall have the
meaning given to the same elsewhere in the Letter Agreement.
SECTION 1 CERTAIN DEFINITIONS.
(i) “IRR” — Means that interest rate which, when used as a discount rate,
causes the net present value of a payment made to the SSPF affiliate the cumulative
distributions to equal the net present value of the Acquisition Costs paid by the SSPF
affiliate. For purposes of this definition, (i) net present value shall be determined using
monthly compounding periods, and (ii) all Acquisition Costs and payments shall be taken into
account on the actual dates such Acquisition Costs are paid and such payments are made.
(ii) “IRR Amount” — Means for the SSPF affiliate, at any time, the amount
necessary to pay to such affiliate in order for such affiliate to have received the stated
percentage IRR, computed based upon monthly compounding as of the first day of each month.
SECTION 2 CALCULATION OF IRR.
All IRR calculations shall be compounded monthly and calculated using the XIRR function in
Microsoft Excel.