City National Bank of Florida, a national banking association organized under
the statutes of the United States, not personally but solely as successor
Trustee under Trust Agreement dated September 15, 1983, known as Trust No. 101,
as amended and restated pursuant to Amended and Restated Trust Agreement dated
September 7, 1993 and known as trust number 0000-0000-00 ("Seller")
x/x Xxx Xxxxxx Xxxxxxx
Xxxxxxxxxxx Xxxx Xxxxxx Xxxxx
0000 Xxxxxxxx Xxxx
Xxxxx X000
Xxxxxxxxxxx, Xxxxxxxx 00000
September 11, 1996
VIA FACSIMILE
TGM Realty Corp. #5
c/o TGM Associates L.P.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxxx Xxxxxxxx
Re: Timberlake I
Dear Xx. Xxxxxxxx:
In connection with the above-captioned matter, this letter confirms that
the Seller will reduce the Purchase Price for the Property by the amount of
$100,560.00. The revised Purchase Price will be $18,134,077.00.
This letter is executed by the undersigned Trustee, not personally but
solely as successor Trustee under Trust Agreement dated September 15, 1983,
known as Trust No. 101, as amended and restated pursuant to Amended and
Restated Trust Agreement dated September 7, 1993 and known as trust number
0000-0000-00, and it is expressly understood and agreed by the parties hereto,
anything herein to the contrary notwithstanding, that each and all of the
covenants, undertakings, representation and agreements herein made are made and
intended, not as personal covenants, undertakings, representations and
agreements of the Trustee, individually or for the purpose of binding it
personally, but this letter is executed and delivered by the City National Bank
of Florida, as Trustee, solely in the exercise of the powers conferred upon it
as such Trustee under said agreement and no personal liability or personal
responsibility is assumed by, nor shall at any time be asserted or enforced
against the City National Bank of Florida on account hereof, or on account of
any covenant, undertaking, representation or agreement herein contained, either
expressed or implied, all such personal liability, if any, being hereby
expressly waived and released by the parties hereto or holder hereof, and by
all persons claiming by or through or under said parties or holder hereof.
Notwithstanding the foregoing provisions to the contrary, in any action upon or
in connection with this letter or any of the instruments to be delivered by
Seller at the Closing, Seller may be named as a party defendant solely in
Seller's capacity as trustee, and Seller (solely in its capacity as trustee),
said trust and any and all of the assets of said trust (including, without
limitation, the Property), but not the personal assets of City National Bank of
Florida, shall be subject to the jurisdiction and decision of the court
therein. Purchaser agrees that the foregoing exculpation (as may be modified
as necessary to reflect the instrument to which it is to be added) may be added
to each of the instruments to be executed by Seller at the Closing. The
provisions of this Paragraph 36 shall survive the Closing.
All capitalized terms used but not defined herein shall have the meanings
ascribed to them in that certain Agreement of Sale entered into as of August 5,
1996 by and between Seller and TGM Realty Corp. #5, a Delaware corporation.
Very truly yours,
City National Bank of Florida, a national banking
association organized under the statutes of the
United States, not personally but solely as
successor Trustee under Trust Agreement dated
September 15, 1983, known as Trust No. 101, as
amended and restated pursuant to Amended and
Restated Trust Agreement dated September 7, 1993
and known as trust number 0000-0000-00
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
-------------------------------------
Title: Vice President and Trust Officer
-------------------------------------
sjl/246858
cc: Xx. Xx Xxxxxxxxx
Xxxxxx X. Small, Esq.
