Exhibit 2.6
THE FIRST REPUBLIC CORPORATION OF AMERICA
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
January 20, 1998
XX Xxxxx Operating Partnership, L.P.
c/o X.X. Xxxxx Real Estate
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Contract of Sale of even date herewith (the "Agreement")
between The First Republic Corporation of America ("Seller"), as
Seller, and XX Xxxxx Operating Partnership, L.P. ("Purchaser"),
as Purchaser, with respect to 000 Xxxx 00xx Xxxxxx, Xxx Xxxx,
Xxx Xxxx (the "Premises")
Gentlemen:
For the purposes of this letter agreement, unless otherwise defined in
this letter agreement, all capitalized terms used herein shall have the meanings
ascribed to them in the Agreement.
In consideration of the Agreement, and for the ($10.00) dollars and other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Seller and Purchaser agree as follows:
1. Seller hereby represents to Purchaser that (i) as of the date of the
Agreement there are no persons employed by or on behalf of Seller in connection
with the management, operation or maintenance of the Building, other than the
persons listed on Schedule F to the Agreement (the "Employees"), and (ii) the
Employees are employed by or on behalf of Seller pursuant to the collective
bargaining agreement described on Exhibits F and G to the Agreement (the "Union
Agreement");
2. Without the prior written consent of Purchaser in each instance,
between the date of the Agreement and the date of Closing, Seller shall not hire
(or permit the hiring or) any person in connection with the management,
operation or maintenance of the Building either as an additional employee or as
a replacement for an existing Employee, except that such consent shall be given
by Purchaser if, in the case of a replacement for an existing Employee, such
replacement is necessary for the proper management, operation or maintenance of
the Building at the level that same is being managed, operated and maintained as
of this date of this contract;
3. Notwithstanding anything contained in the Agreement or in this letter
agreement to the contrary, at Closing, Purchaser, at Purchaser's election, may
(but shall not be obligated to) adopt the Union Agreement and assume the
obligations of an employer thereunder and offer employment to any or all of the
employees covered by the Union Agreement. In the event and to the extent that
Purchaser so elects to adopt the Union Agreement, Seller and Purchaser shall
execute and deliver to the other at Closing, an assignment and adoption
agreement pursuant to which the Union Agreement is assigned to Purchaser and
duly adopted and assumed by Purchaser. To the extent that Purchaser elects not
to adopt the Union Agreement or offer employment to an Employee, Seller shall
terminate all Employees designated by Purchaser, and Purchaser agrees to
indemnify, defend and hold Seller free and harmless from and against any and all
liability, claims, actions, damages, judgments, penalties and expenses,
including, but not limited to, any severance payments payable to an Employee
whose employment was not continued by Purchaser, and reasonable attorneys' fees,
arising out of such termination and the failure by Purchaser to offer employment
to such Employee(s); and
4. (a) For the purposes of this Paragraph 4, "Actual Net Credit" shall
mean the actual net credit to Seller or Purchaser, as the case may be, after
computing all of the apportionments to be made between the parties at the
Closing as of the close of business on the day prior to the Closing Date (as
more particularly provided in Section 12 of the Agreement), and "Adjusted Net
Credit" shall mean the credit to Seller or Purchaser, as the case may be, after
computing all of the apportionments to be made between the parties at the
Closing as of the close of business on the day prior to the Closing Date (as
more particularly provided in Section 12 of the Agreement), but as if the
Closing Date were the first (1st) day of the calendar month in which the actual
Closing Date occurs.
(b) Notwithstanding anything contained in the Agreement to the
contrary, at Purchaser's option, but only if the Adjusted Net Credit is a
greater credit to Purchaser than is the Actual Net Credit (the difference
between the Adjusted Net Credit and the Actual Net Credit being hereinafter
referred to as the "Credit Difference"), all Closing apportionments to be made
under the Agreement shall be made as if the Closing Date were the first (1st)
day of the calendar month in which the actual Closing Date were the first (1st)
day of the calendar month in which the actual Closing Date occurs, and the
Purchase Price shall be increased by the Credit Difference. If the Purchaser
exercises such option, then, at Purchaser's further option, Seller and
Purchaser, at or prior to Closing, shall amend the Agreement to reflect such
increased Purchase Price and the apportionment date. (By way of illustration, if
the Actual Net Credit is a credit to Seller, and the Adjusted Net Credit is a
smaller credit to Seller or is a credit to Purchaser, then Purchaser shall have
paid option.)
5. Except as otherwise expressly set forth in this letter
agreement, the Agreement shall remain unmodified and in full force and effect.
To confirm your agreement to the foregoing, please execute this letter in
the space provided below.
Very truly yours,
THE FIRST REPUBLIC CORPORATION OF AMERICA
By: /s/ [ILLEGIBLE]
----------------------------
Name:
Title:
AGREED:
XX XXXXX OPERATING PARTNERSHIP. L.P.
By: XX Xxxxx Realty Corp., its
General Partner
By: /s/ Xxxxxx X. Xxxxx
------------------------------
Xxxxxx X. Xxxxx
Executive Vice President
ESCROW AGENT:
By: /s/ X. X. Xxxxxxxxx
------------------------------
Name: X.X. Xxxxxxxxx
Title: Atty at Law
[LETTERHEAD OF THE FIRST REPUBLIC CORPORATION OF AMERICA]
January 21, 1998
VIA MESSENGER
XX XXXXX OPERATING PARTNERSHIP, L.P.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Re: Contract of Sale dated January 20, 1998 (the "Contract") between The
First Republic Corporation of America, as Seller, and XX Xxxxx
Operating Partnership, L.P., as Purchaser. Premises: 000 Xxxx 00xx
Xxxxxx, Xxx Xxxx, Xxx Xxxx
Gentlemen:
Per our telephone conversation yesterday, the following Service Contracts should
be added to Schedule G of the Contract:
6. Harvard Protection Services, Inc. dated February 4, 1997, as amended
December 4, 1997
7. Bay City Metering Co., Inc. dated October 11, 1997
8. Ready Alarm, Division of United Telephone Services, Inc. dated August 8,
1995
You have advised that we should not terminate the Service Contract identified in
item 8 above but that we should proceed to terminate those referred to in items
6 and 7 above. We hereby agree to terminate the service contracts referred to in
items 6 and 7 above, effective on or before Closing (as defined in the
Contract), except that you have agreed to indemnify and hold us harmless from
and against 50% of any and all claims, liability, costs, charges, expenses,
losses and fees arising out of, resulting from, or related to such terminations,
and we agree that the maximum amount of such indemnification shall not exceed
an aggregate of $25,000.00.
XX XXXXX OPERATING PARTNERSHIP, L.P.
Page 2
January 21, 1998
Please sign and return this letter, which will then constitute a First Amendment
to the Contract.
Very truly yours,
THE FIRST REPUBLIC CORPORATION OF AMERICA
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Xxxxxxx X. Xxxxxxxxx, Vice President
SLB/ja
UNDERSTOOD AND AGREED:
XX XXXXX OPERATING PARTNERSHIP, L.P.
By: XX Xxxxx Realty Corp. gen. partner
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Name in Print: XXXXXX X. XXXXX
Print Title: E.V.P.
