EXHIBIT 10.27
[NORTHMARQ CAPITAL LETTERHEAD]
November 5, 2001 Delivered Personally
Xx. Xxxxxx X. Xxxxx
Senior Vice President
Xxxxxxx Real Estate Services Group
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
RE: ONE FINANCIAL PLAZA - ST. LOUIS, MISSOURI
Dear Xxxxxx:
This letter (the "Agreement") shall authorize NorthMarq Capital, Inc.
("NorthMarq"), with the exclusive right to procure commitments for financing for
the referenced 12-story, 436,106 square foot office building (the "Property") on
behalf of Xxxxxxx Real Estate Services Group and EBS Building L.L.C. ("EBS")
with the following capital sources ("Sources"):
AEGON Nationwide CDC Mortgage Xxxxxx Xxxxxxx
Allstate Northwestern Mutual CIBC PNC
CIGNA NYSTERS Column Xxxxx Fargo
Xxxxx X. Xxxxxx PPM Deutsche Bank Allegiance
GE Financial Assurance Principal First Union Capital Trust
ING Prudential GE Capital Capri
Xxxx Xxxxxxx SunAmerica Greenwich Fleet Bank
Lend Lease TIAA XX Xxxxxx iStar
MetLife NY Life Lehman ORIX
MONY Bear, Xxxxxxx Xxxxxxx Xxxxx TransAmerica
NorthMarq is hereby retained by EBS to negotiate and obtain a commitment to
finance the Property from the Sources for which NorthMarq will be compensated as
provided below. Said financing transaction may include a first mortgage,
mezzanine loan or any other debt transaction acceptable to EBS. Should EBS
execute a financing commitment for the Property from one of the Sources, EBS
hereby agrees to pay NorthMarq a net fee equal to three-quarters of one percent
(3/4%) of the total gross loan amount committed by such Source and accepted by
EBS. All fees to NorthMarq shall be paid in full in cash upon the initial
funding of such loan.
The term of this assignment is from the date of acceptance of this Agreement
through February 28, 2002. However, should discussions be in progress with a
Source at the expiration of its term NorthMarq shall so designate in writing and
this Agreement shall be extended automatically for additional thirty (30) day
terms as necessary to conclude such negotiations.
XxxxxXxxx agrees to keep all information pertaining to EBS confidential except
to the extent disclosure is required in connection with NorthMarq's performance
of its obligations hereunder.
Xx. Xxxxxx X. Xxxxx
November 5, 2001
Page 2
NorthMarq's obligations under this letter may not be assigned to any other
person or entity without EBS' prior written consent in each instance.
NorthMarq acknowledges that it is acting as an independent contractor under this
letter. Nothing contained in this letter or in the relationship it establishes
shall be deemed to create a partnership, joint venture, or other similar
relationship between NorthMarq or EBS. NorthMarq's authority is limited to
performing the services described in this letter, and under no circumstances
shall NorthMarq have the authority, or represent itself as having the authority,
to commit or otherwise obligate EBS or to negotiate or execute any contracts for
or on behalf of EBS. All terms and conditions of any contract are subject to
prior written approval by EBS, in EBS' sole and absolute discretion.
NorthMarq agrees to indemnify EBS and hold EBS harmless from and against any and
all loss, cost, damage, injury and expense (including reasonable attorneys'
fees) arising out of or relating to any claims or assertions against EBS by any
person, firm or entity for (a) reliance on services, information or materials
supplied by NorthMarq not otherwise received from EBS or its advisors in
connection with NorthMarq's activities hereunder, and (b) any claims against EBS
alleging any misrepresentations made by NorthMarq. In the event any dispute,
litigation or proceeding shall arise between NorthMarq and EBS, the prevailing
party shall be entitled to full reimbursement of all reasonable court costs,
expenses and attorneys' fees from the non-prevailing party. This paragraph shall
survive the expiration or termination of this letter.
NorthMarq is hereby authorized to advertise and promote a financing transaction
for the Property at NorthMarq's sole cost and expense, and shall (i) afford EBS
the full benefit of the judgment, experience and advise of the members of
NorthMarq's organization in respect to the policy to be pursued in financing the
Property; (ii) undertake all other reasonable efforts to secure suitable
financing for the Property; (iii) provide in writing at least every four weeks
during the term of this letter a progress report summarizing the activities
undertaken by NorthMarq in connection with the Property during such period and
NorthMarq's recommendations to expedite a financing; (iv) promptly submit all
financing commitments to EBS; and (v) use its best skill, care and judgment so
as to maintain the highest level of professionalism at all times in all dealings
in connection with representing EBS as provided for herein; provided, however,
that EBS shall maintain all authority with respect to negotiation and acceptance
of any financing and all advertising and press release material to be
distributed or published by NorthMarq shall be subject to the prior written
approval of EBS.
Please indicate the understanding and acceptance of EBS as to the terms and
conditions of this Agreement by executing and returning this letter to us. Thank
you.
Sincerely,
NORTHMARQ CAPITAL, INC.
/s/ XXXX X. XXXXXXX AGREED TO AND ACCEPTED BY:
EBS BUILDING L.L.C.
Xxxx X. Xxxxxxx
Managing Director
By: /s/ XXXXX X. XXXXXX
--------------------------------
PricewaterhouseCoopers LLP
As Manager
