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Exhibit 10.54
(1) Tower Realty Trust, Inc.
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
July 28, 1997
General Electric Capital Corporation
GEBAM, Inc.
General Electric Real Estate Equities, Inc.
GENEL Company, Inc.
c/o General Electric Capital Corporation
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX
Attention: Mr. Xxxx Grand
Gentlemen:
This letter agreement (the "Agreement") sets forth certain agreements
which are binding, subject to and in accordance with the terms of this
Agreement, between (i) Tower Realty Trust, Inc., a Maryland corporation (the
"Company"), (ii) Tower Realty Operating Partnership, L.P., a Delaware limited
partnership (the "Operating Partnership"), (iii) General Electric Capital
Corporation, a New York corporation ("GECC"), (iv) General Electric Real Estate
Equities, Inc., a Delaware Corporation ("GEREE"), (v) GENEL Company, Inc., an
Oregon corporation ("GENEL"), and (vi) GEBAM, Inc., a Delaware corporation
("GEBAM" and, together with GECC, GEREE, and GENEL, "GE"), with respect to (x)
certain indebtedness owed by affiliates of the Company to GECC and (y) certain
equity and other interests owned by GEREE and GEBAM, respectively, in the
several partnerships and properties set forth on Schedule A attached hereto,
which properties are owned or will be owned, directly or indirectly, by the
Company or the Operating Partnership (2) upon the consummation of the Company's
proposed initial public offering of securities (the "IPO"). The Company, the
Operating Partnership, GECC, GEREE, GENEL, and GEBAM are collectively referred
to herein as the "Parties."
The following numbered paragraphs reflect the agreement of the Parties
with respect to the matters described therein, and shall constitute a legally
binding and enforceable agreement and commitment on the part of each of the
Parties.
1. Conditions to Closing. The consummation of the transactions
contemplated by this Agreement are subject to the satisfaction of the following
conditions:
(a) The consummation of the Company's IPO (the date of which is referred
to herein as the "IPO Closing Date");
(b) The IPO Closing Date occurring on or before September 30, 1997 (the
"End Date"), provided that the Company may, in its sole and absolute discretion,
extend the End Date for up to an additional 90 days at any time by providing
notice to GECC on or before the End Date (it being understood that, if the End
Date is extended as provided herein, time is of the essence with respect to the
consummation of the transactions contemplated hereby on or before such extended
End Date);
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(c) Each of the Properties set forth on Schedule A (collectively, the
"Properties") is acquired directly or indirectly by the Company or the Operating
Partnership in connection with the IPO;
(d) The Company, the Operating Partnership and each of the borrowers set
forth on Schedule B hereto shall have executed and delivered to GE and their
respective officers, directors, stockholders, partners and members, a release
reasonably satisfactory to the Parties, which will be negotiated in good faith
and fair dealing promptly after the date hereof;
(e) GE shall have executed and delivered to the Company, the Operating
Partnership, each of the borrowers set forth on Schedule B hereto and their
respective officers, directors, stockholders, partners and members, a release
reasonably satisfactory to the Parties, which will be negotiated in good faith
and fair dealing promptly after the date hereof; and
(f) The Parties shall have executed and delivered to each other all other
documents and instruments contemplated by this Agreement.
2. Prepayment/Repayment of Indebtedness. (a) On the IPO Closing Date, the
principal amount of all indebtedness owed to GECC, on and as of the IPO Closing
Date, by each of the borrowers set forth on Schedule B attached hereto shall be
repaid or prepaid in full, as the case may be, in connection with the Company's
or the Operating Partnership's direct or indirect acquisition of the Properties.
GECC hereby consents to such repayment or prepayment of indebtedness as
described herein and, except as provided in this Agreement and in consideration
of the monies and stock to be received hereunder, hereby waives any and all
repayment and prepayment, make-whole and other penalties and/or required
payments to GECC under the applicable notes and loan and security documents
relating to the prepayment and/or repayment of any such indebtedness.
(b) In connection with the prepayment and/or repayment or indebtedness
described in paragraph 2(a) above, the Operating Partnership or its designee
shall pay to GECC all amounts due and owing to GECC, as of the IPO Closing Date,
under the Loan, Building Loan and Security Agreement (including, without
limitation, Section 2.8 thereof), dated July 21, 1995, between GECC and 286
Madison, L.P., 290 Madison, L.P., 292 Madison, L.P., East Broadway 5151 Limited
Partnership, and Magnolia Associates, Ltd., as modified by the First
Modification to Loan, Building Loan and Security Agreement, dated as of December
13, 1996.
(c) At the request of the Company, GECC shall deliver to the Company
pay-off letters in respect of all indebtedness to be prepaid or repaid to GECC
as set forth in paragraph 2(a) above, as well as all amounts to be paid to GECC
as contemplated by paragraph 2(b) above.
3. Transfer of Interests in 5750 Associates, L.P. (a) On the IPO Closing
Date, GEBAM shall transfer and assign to the Operating Partnership, and the
Operating Partnership shall purchase from GEBAM, free and clear of any and all
liens, mortgages and other encumbrances, all of GEBAM's right, title, and
interest in and to 5750 Associates, Limited Partnership, a Florida limited
partnership ("5750 Associates"), including, but not limited to all of GEBAM's
rights and interests under the Limited Partnership Agreement of 5750 Associates,
Limited Partnership, dated October 1996 (the "5750 Partnership Agreement"),
including all rights, preferences and interests in respect of Sharing Ratios (as
defined in the 5750 Partnership Agreement), pursuant to a purchase agreement in
form and substance
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reasonably satisfactory to the Parties, which will be negotiated in good faith
and fair dealing promptly after the date hereof. GEBAM represents and warrants
that it is, or will be as of the IPO Closing Date, the sole record and
beneficial owner of a 75% limited partner interest in 5750 Associates.
(b) In consideration of GEBAM's transfer and assignment of all of its
right, title, and interest in and to 5750 Associates as set forth in paragraph
3(a) above, the Operating Partnership shall pay to GEBAM on the IPO Closing Date
$1,275,000 in cash, plus the additional consideration described in paragraph
6(a)(2) below.
4. Transfer of Interests in Tower 45 Associates Limited Partnership. (a)
On the IPO Closing Date (3), GEREE shall transfer and assign to the Operating
Partnership, and the Operating Partnership shall purchase from GEREE, free and
clear of any and all liens, pledges, mortgages and other encumbrances, all of
GEREE's right, title, and interest in and to Tower 45 Associates Limited
Partnership, a New York limited partnership ("Tower 45 Associates"), including,
but not limited to, all of GEREE's rights and interests under the Amended and
Restated Agreement of Limited Partnership of Tower 45 Associates, dated as of
November 13, 1987, pursuant to a purchase agreement in form and substance
reasonably satisfactory to the Parties, which will be negotiated in good faith
and fair dealing promptly after the date hereof. GEREE represents and warrants
that it is, or will be as of the IPO Closing Date, the sole record and
beneficial owner of a 10.833% Class A limited partner interest in Tower 45
Associates.
(b) In consideration of GEREE's transfer and assignment of all its right,
title and interest in and to Tower 45 Associates as set forth in paragraph 4(a)
above, the Operating Partnership shall pay to GEREE on the IPO Closing Date
$325,000 in cash and one unit of limited partnership interest (an "OP Unit") in
the Operating Partnership (which will be subject to a two-year lock-up agreement
(required by reason of New York State transfer taxes) in form and substance
reasonably satisfactory to the Parties, which will be negotiated in good faith
and fair dealing promptly after the date hereof), plus the additional
consideration described in paragraph 6(a)(2) below.
5. Additional Transfers. (a) On the IPO Closing Date, GEREE shall transfer
and assign to the Operating Partnership, and the Operating Partnership shall
acquire from GEREE, all of GEREE's right, title, and interest in and to (i) the
Assignment Agreement, dated as of September 29, 1989, by and between Xxxx XX
Associates Limited Partnership ("Xxxx XX") and GEREE, and (ii) the Pledge and
Security Agreement, made as of September 29, 1989, between Xxxx XX and XXXXX
(the "Pledge Agreement") and the Collateral (as defined in the Pledge
Agreement"), in each case, free and clear of any and all liens, pledges,
mortgages and other encumbrances, pursuant to an assignment agreement in form
and substance reasonably satisfactory to the Parties, which will be negotiated
in good faith and fair dealing promptly after the date hereof.
(b) On the IPO Closing Date, GENEL shall transfer and assign to the
Operating Partnership, and the Operating Partnership shall acquire from GENEL,
(i) all of GENEL's right, title, and interest in and to the Security Agreement,
dated April 15, 1996, by and between Xxxxxx Xxxxxxx and GENEL (the "GENEL/Xxxxxx
Xxxxxxx Security Agreement") and the Collateral (as defined in the GENEL/Xxxxxx
Xxxxxxx Security Agreement), in each case, free and clear of any and all liens,
pledges, mortgages and other encumbrances, and (ii) all of GENEL's right, title,
and interest in and to the Security Agreement, dated April 15, 1996, by and
between Xxxxxxxx Xxxxxxx and GENEL (the "GENEL/Xxxxxxxx Xxxxxxx Security
Agreement") and the Collateral (as defined in the GENEL/Xxxxxxxx Xxxxxxx
Security Agreement), in each case, free and clear of any and all liens, pledges,
mortgages and other encumbrances,
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in each case, pursuant to an assignment agreement in form and substance
reasonably satisfactory to the Parties, which will be negotiated in good faith
and fair dealing promptly after the date hereof. In consideration of GENEL's
transfer and assignment of all its right, title and interest in and to the
GENEL/Xxxxxx Xxxxxxx Security Agreement, the Collateral (as defined in the
GENEL/Xxxxxx Xxxxxxx Security Agreement), the GENEL/Xxxxxxxx Xxxxxxx Security
Agreement and the Collateral (as defined in the GENEL/Xxxxxxxx Xxxxxxx Security
Agreement). as set forth in this paragraph 5(b), the Operating Partnership shall
pay to GENEL on the IPO Closing Date $90,000 in cash. Such amount shall be
applied by GENEL to reduce amounts outstanding under either, or both (in GENEL's
sole discretion), the XxXxxxxxxx Loan or the Crossing Loan (as such terms are
defined in the GENEL/Xxxxxxxx Xxxxxxx Security Agreement).
(c) Each of GEBAM, GEREE, GENEL and GECC represents and warrants to the
Company and the Operating Partnership that it does not hold any direct or
indirect interests in any of the partnerships (collectively, the "Partnerships")
that own the Properties, including, without limitation, pledges, liens or
security interests in any of the equity interests in the Partnerships, that are
not being transferred to the Company or the Operating Partnership or canceled
and terminated pursuant to this Agreement, provided, that, to the extent any
such entity does hold any such direct or indirect interest, such interest in its
entirety shall be transferred and assigned to the Operating Partnership or
released in all respects, as the case may be. The Company and the Operating
Partnership represent and warrant to GE that, to the best of their knowledge,
none of GEBAM, GEREE, GENEL or GECC holds any direct or indirect interests in
any of the Partnerships that own the Properties, including, without limitation,
pledges, liens or security interests in any of the equity interests in the
Partnerships, that are not being transferred to the Company or the Operating
Partnership or canceled and terminated pursuant to this Agreement.
6. Additional Consideration. (a) As additional consideration for and a
material inducement to GEBAM, GEREE, GENEL and GECC entering into the Agreement
and effectuating the transactions contemplated by paragraphs 2, 3, 4 and 5 above
and 6(b) and (c) below, the Operating Partnership agrees to pay to GEBAM, GEREE,
GENEL and GECC (as designated by GECC) on the IPO Closing Date the following:
(1) an aggregate amount equal to $6,175,000 in cash; and
(2) such additional consideration set forth and described on
Schedule C attached hereto and made part hereof (the "Additional
Consideration"). Up to $1,500,000 of any Additional Consideration shall be paid
in cash. Any Additional Consideration in excess of $1,500,000 shall be paid in
shares of common stock, par value $.01 per share, of the Company (the "Common
Sock"), valued at MP (as defined on Schedule C) per share. If GE receives a
portion of the Additional Consideration in shares of Common Stock, GE shall
transfer to the Company an undivided percentage interest in the interests and
assets transferred hereunder, as reasonably determined by the Company, that
corresponds to the percentage of the Additional Consideration that will be paid
in shares of Common Stock. The balance of the interests and assets shall be
transferred by GE to the Operating Partnership for cash.
In connection with any issuance by the Company of shares of Common Stock
to GE hereunder, (i) the Company and GECC (or its designee) shall enter into a
registration rights agreement, in form and substance reasonably satisfactory to
the Parties, which will be negotiated in good faith and fair dealing promptly
after the date hereof and which shall include a provision that within (4) 30
days after the first anniversary of the IPO Closing Date the Company shall file
a "shelf" registration statement providing for
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the sale by GE of any shares of Common Stock acquired by GE pursuant to this
Agreement, and (ii) the recipient of such shares of Common Stock shall execute
and deliver to the Company a lock-up letter, effective for a one-year period in
from and substance reasonably satisfactory to the Parties, which will be
negotiated in good faith and fair dealing promptly after the date hereof.
(b) Following the consummation of the transactions set forth in paragraph
2(a) above, and in consideration of, among other things, the payments made to
GECC under paragraph 6(a) above, all amounts owed or otherwise payable at any
time to GECC under:
(i) the Loan Agreement, made as of April 26, 1996 (the "Loan
Agreement"), by and between Maitland Property Investors, Ltd., Maitland
Associates, Ltd., and GECC, including, but not limited to, GECC's right to
receive payment of the Profit Participation (as defined in Loan Agreement) under
Section 3 of the Loan Agreement; and
(ii) the Promissory Note, dated August 18, 1993 (the "Note"), made
by Maitland West Associates Limited Partnership in favor of GECC, including but
not limited to GECC's right to receive payment of the Profit Participation (as
defined in the Note) under section 3(d) of the Note;
in each case, shall be deemed paid and satisfied in full, and GECC
shall thereafter have no further right to receive any such payments thereunder,
except with respect to any rights of indemnification (5) relating to
environmental matters as provided for in the Loan Agreement.
(c) On the IPO Closing Date, GECC, as lender, shall execute and deliver to
the Company and the Operating Partnership a written consent, in the form of
Exhibit A attached hereto, with respect to the transfer of certain general and
limited partner interests in 2800 Associates, L.P. to the Operating Partnership.
7. Representations and Warranties. Each of the Parties represents and
warrants to the other that it has the requisite power and authority to execute
and deliver this Agreement, and to perform its obligations hereunder, and this
Agreement has been duly authorized, executed and delivered by it and is binding
and enforceable against it in accordance with its terms. The representations and
warranties of the respective Parties set forth herein shall survive the
consummation of the transactions contemplated by this Agreement.
In addition, each of GECC, GEREE, GENEL and GEBAM, for itself, represents
and warrants to the Company and the Operating Partnership, if GE receives Common
Stock as contemplated hereby, that
(a) it, by reason of its business and financial experience, (i) has such
knowledge sophistication and experience in financial and business matters and in
making decisions of this type that it is capable of evaluating the merits and
risks of and of making an informed decision with respect to the transactions
contemplated by this Agreement including, without limitation, the receipt of
Common Stock; (ii) is capable of bearing the economic risk of the transactions
contemplated by this Agreement including, without limitation, the receipt of
Common Stock; and (iii) is an "accredited investor" as defined in Rule 501 of
the regulations promulgated under the Securities Act of 1933, as amended (the
"Securities Act").
(b) it (i) understands that an investment in the Company involves
substantial risks; and (ii) has had an opportunity to ask questions of and
receive answers from representatives of the Company concerning
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the Company and its proposed activities and the terms and conditions of an
investment in the Common Stock;
(c) it was not formed for the specific purpose of acquiring an interest in
the Company;
(d) it acknowledges that (i) the Common Stock to be issued to it has not
been registered under the Securities Act or state securities laws by reason of a
specific exemption or exemptions from registration under the Securities Act and
applicable state securities laws and such Common Stock will bear a legend to
such effect; (ii) the Company's reliance on such exemptions is predicated in
part on the accuracy and completeness of the representations and warranties of
such party contained herein; (iii) the Common Stock to be issued to such party
may not be resold or otherwise distributed unless registered under the
Securities Act and applicable state securities laws, or unless an exemption from
registration is available; (iv) there is presently no public market for the
Common Stock; and (v) other than as set forth in this Agreement, the Company has
no obligation or intention to register such Common Stock under the Securities
Act or any state securities laws or to take any action that would make available
any exemption from the registration requirements of such laws.
8. Further Assurances. At any time and from time to time after the date
hereof, each of GECC, GEREE, GENEL and GEBAM agrees and covenants to take such
actions and to execute and deliver such further acts, assignments, transfers,
conveyances, consents and assurances as the Company or the Operating Partnership
may reasonably request to more effectively vest in the Company or the Operating
Partnership, as the case may be, good and valid title to any interest, right or
other asset transferred or assigned to the Company or the Operating Partnership
as contemplated hereby and to effect the purpose and intent of this Agreement
(it being understood that in taking such actions or executing and delivering
such documents, GE shall not be required to make any representations or
warranties other than as set forth in this Agreement or the purchase agreements
contemplated hereby).
9. Expenses. The Operating Partnership agrees to pay (on or prior to the
End Date, as the same may be extended pursuant to Section 1(b) hereof) up to
$20,000 of the legal fees of counsel for GE incurred in connection with the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby, whether or not such transactions are
consummated.
10. Consent to Assignment of Management Agreement. GE hereby consents to
the assignment by Tower Equities of Arizona, L.L.C. ("TEA") to Tower Equities
Management, Inc. ("TEMI") of the management agreement with respect to the
property known as 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, XX. The Company and the
Operating Partnership represent and warrant to GE that the management of both
TEA and TEMI consists of Messrs. Xxxxxxxx X. Xxxxxxx, Xxxxxx Xxx, Xxxx Xxxxxx,
and Xxxxx Xxxxxx.
11. Prior Agreements and Understandings. This Agreement supersedes any and
all prior agreements, understandings or arrangements, whether written or oral,
and any and all such prior agreements, understandings and arrangements shall,
upon the execution and delivery hereof, be terminated and null and void, without
further force and effect.
12. Succession and Assignment. This Agreement shall be binding upon and
inure to the benefit of the Parties named herein and their respective successors
and assigns.
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13. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same agreement.
14. Headings. The section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
15. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to its
conflicts of law principles.
16. Notices. All notices, consents, waivers, and other communications
pursuant to this Agreement shall be in writing and will be deemed to have been
duly given when (a) delivered by hand (with written confirmation of receipt),
(b) sent by telecopier (with written confirmation of receipt), provided that a
copy is mailed by registered mail, return receipt requested, or (c) when
received by the addressee, if sent by a nationally recognized overnight delivery
service (receipt requested), in each case to the appropriate addresses and
telecopier numbers set forth below (or to such other addresses and telecopier
numbers as a party may designate by notice to the other parties):
General Electric Capital Corporation
GEBAM, Inc.
General Electric Real Estate Equities, Inc.
GENEL Company, Inc.
c/o General Electric Capital Corporation
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx
Attention: Mr. Xxxx Grand
Telecopier No.: (212) 850-(6)5850
The Company and the Operating Partnership
c/o Tower Realty Trust, Inc.
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx X. Xxxxxxx
Telecopier No.: (000) 000-0000
17. Confidentiality. The Parties agree to maintain the confidentiality of
the terms and conditions of this Agreement; provided that (i) GE may disclose
such terms and conditions to its representatives if such representatives agree
to keep such information confidential and (ii) the Company and the Operating
Partnership may disclose such terms and conditions in the registration statement
filed with the Securities and Exchange Commission in connection with the IPO
(such disclosure shall be subject to the prior written approval of GECC, which
shall not be unreasonably withheld or delayed).
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If the foregoing accurately sets forth our agreement with respect to the
matters set forth herein, please sign the enclosed copy of this Agreement and
return the executed original to the undersigned at the above-referenced address.
Very truly yours,
TOWER REALTY TRUST, INC.
By:
----------------------------------
Name:
Title:
TOWER REALTY OPERATING
PARTNERSHIP, L.P.
By: Tower Realty Trust, Inc.,
its general partner
By:
-----------------------------
Name:
Title:
AGREED TO AND ACCEPTED BY:
GENERAL ELECTRIC CAPITAL CORPORATION GEBAM, INC.
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxxx
---------------------------------- ----------------------------------
Name: Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx
Title: Authorized Representative Title: Authorized Representative
GENERAL ELECTRIC REAL GENEL COMPANY, INC.
ESTATE EQUITIES, INC.
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxxx
---------------------------------- ----------------------------------
Name: Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx
Title: Authorized Representative Title: Authorized Representative
Date: July 28, 1997
------
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If the foregoing accurately sets forth our agreement with respect to the
matters set forth herein, please sign the enclosed copy of this Agreement and
return the executed original to the undersigned at the above-referenced address.
Very truly yours,
TOWER REALTY TRUST, INC.
By: /s/ Xxxxxxxx X. Xxxxxxx
----------------------------------
Name:
Title:
TOWER REALTY OPERATING
PARTNERSHIP, L.P.
By: Tower Realty Trust, Inc.,
its general partner
By: /s/ Xxxxxxxx X. Xxxxxxx
----------------------------
Name:
Title:
AGREED TO AND ACCEPTED BY:
GENERAL ELECTRIC CAPITAL CORPORATION GEBAM, INC.
By: By:
---------------------------------- ----------------------------------
Name: Name:
Title: Title:
GENERAL ELECTRIC REAL GENEL COMPANY, INC.
ESTATE EQUITIES, INC.
By: By:
---------------------------------- ----------------------------------
Name: Name:
Title: Title:
Date: July 28, 1997
------
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If the number of shares obtained pursuant to the foregoing formula results in a
fraction of a share of Common Stock, the value of such fraction of a share of
Common Stock shall be paid to GE in cash.
EXHIBIT A
CONSENT OF LENDER
The undersigned, in its capacity as lender to 2800 Associates, L.P., a
Delaware limited partnership (the "Partnership"), under the Loan Agreement dated
as of May 8, 1996 between the Partnership and the undersigned, hereby consents
to the transfer and assignment by (i) 2800 Company, L.L.C. of its limited
partnership interest in the Partnership to Tower Realty Operating Partnership,
L.P. (the "Operating Partnership") or any other entity directly or indirectly
wholly owned by the Operating Partnership and/or Tower Realty Trust, Inc. and
(ii) 2800 Xxxxxxx, Inc. of its general partner interest in the Partnership to
the Operating Partnership or any other entity directly or indirectly wholly
owned by the Operating Partnership and/or Tower Realty Trust, Inc.
GENERAL ELECTRIC CAPITAL
CORPORATION
By:_____________________________
Its:____________________________
Date:_______________, 1997
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---------------DELETIONS---------------
(1) BF LLP Revised Draft 7/28/97
(2) following its formation and
(3) and concurrent with the consummation of the IPO
(4) 15
(5) pursuant to Section __ of
(6) 6850
(7) (ii)
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This redline draft, generated by CompareRite(TM) - The Instant Redliner, shows
the differences between-
original document: :C:\SHADOW\DOCSNY\LIOVINE\CPR\F8BQ09_.WPD
and revised document: C:\SHADOW\DOCSNY\LIOVINE\CPR\F8BQ10_.WPD
CompareRite found 10 change(s) in the text
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Additions appear as Double Underline text
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Schedule A
Property/Location Current Owner GE Relationship
----------------- ------------- ---------------
Tower 45 Tower 45 Associates Limited Partnership Limited Partner
New York, NY
Maitland Forum Maitland Property Investors, Ltd. Lender
Maitland, Fl
Maitland West Maitland West Associated Limited Partnership Lender
Maitland, Fl
5750 Major Blvd. 5750 Associates, Limited Partnership Limited Partner
Orlando, FL
MOT Portfolio
-------------
000 Xxxxxxx Xxxxxx 286 Madison, L.P.* Lender
000 Xxxxxxx Xxxxxx 000 Xxxxxxx, L.P.* Lender
000 Xxxxxxx Xxxxxx 292 Madison, L.P.* Lender
New York, NY
5151 East Broadway East Broadway 5151* Lender
Tucson, AZ
One Orlando Center Magnolia Associates Limited Partnership* Lender
Orlando, FL
----------
* D/F Portfolio Associates Limited Partnership is a 99% limited partner in
the limited partnership.
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Schedule B
Indebtedness to be Prepaid or Repaid to GECC
Borrower Estimated Principal Amount Outstanding
As of June 30, 1997, subject to confirmation
286 Madison, L.P.,
290 Madison, L.P.,
292 Madison, L.P.,
East Broadway 5151 Limited
Partnership, and
Magnolia Associates, Ltd. $106,038,758.50
Maitland Property Investors, Ltd. $ 28,874,820.00
Maitland West Associates Limited
Partnership $ 3,346,268.20
B-1
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Consent of Xxxxxxxx X. Xxxxxxx
Reference is made to the letter agreement, dated the date hereof (the
"Letter Agreement"), among General Electric Capital Corporation, GEBAM, Inc.,
General Electric Real Estate Equities, Inc., GENEL Company, Inc., Tower Realty
Trust, Inc., and Tower Realty Operating Partnership, L.P. Capitalized terms not
otherwise defined herein shall have the meanings ascribed to such terms in the
Letter Agreement.
The undersigned, in his capacity as the president of the general partner
and president of the limited partner of 5750 Associates, Limited Partnership, a
general partner and a limited partner of Xxxx XX Associates Limited Partnership
and president of the general partner and a limited partner of Tower 45
Associates Limited Partnership, hereby (a) consents to the transactions
contemplated by the Letter Agreement and (b) represents and warrants that all
other consents necessary to approve such transactions have been obtained, or
will be obtained or waived prior to the IPO Closing Date.
/s/ Xxxxxxxx X. Xxxxxxx
----------------------------------
Xxxxxxxx X. Xxxxxxx
Dated: July 28, 1997
--
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Schedule C
Additional Consideration
GE shall as described in Section 6(a)(2) of this Agreement, receive
$1,500,000 in cash and a number of shares of Common Stock of the Company,
determined pursuant to the following formula:
(V x RSE) - $1,500,000
----------------------
MP
provided, that if the number of shares of Common Stock determined pursuant to
the foregoing formula is less than or equal to zero, GE shall not be entitled to
any shares of Common Stock;
where:
V = .10, for such portion of RSE that is less than or equal
to $15 million; and
.15, for such portion of RSE that is greater than $15
million but less than or equal to $25 million; and
.20, for such portion of RSE that is greater than $25
million but less than or equal to $40 million; and
.25, for such portion of RSE that is greater than $40
million.
RSE = The difference between (1) the value of the aggregate
number of shares of Common Stock issued or to be issued
by the Company and units of limited partnership interest
("OP Units") issued or to be issued by the Operating
Partnership as of the IPO Closing Date (other than to
the Company) and (2) the value of the sum of (i) the
aggregate number of shares of Common Stock issued or to
be issued by the Company as of the IPO Closing Date and
(ii) the aggregate number of OP Units issued or to be
issued by the Operating Partnership to continuing
investors (other than the REIT Sponsors) as of the IPO
Closing Date; provided, that, for this purpose each
share of Common Stock and OP Unit shall be valued at MP;
provided, further, any shares issued to Xxxxxx Xxxxxxx
Asset Management, Inc. or Dreyfus Realty Advisors (or
any entity advised by either of them) shall be included
in clause (7)(i) above.
REIT
Sponsors = Xxxxxxxx X. Xxxxxxx, Xxxxxx X. Xxx, Xxxxxx X. Xxxxxx,
Xxxxx Xxxxxx, Xxxx Xxxxxx and Xxxxxx Xxxxxxxxx,
including their direct or indirect interests in any
affiliates controlled by any of them (but excluding, in
any respect, Xxxxxxxx Xxxxx and Xxxx Xxxxxx).
MP = The mid-point of the per share price range set forth in
the preliminary prospectus used in connection with the
IPO, which preliminary prospectus is declared effective
by the Securities and Exchange Commission. It is the
intention of the Parties that the term preliminary
prospectus used in this definition shall mean that
preliminary prospectus in which the REIT Sponsor equity
is last determined.
17
If the number of shares obtained pursuant to the foregoing formula results in a
fraction of a share of Common Stock, the value of such fraction of a share of
Common Stock shall be paid to GE in cash.
EXHIBIT A
CONSENT OF LENDER
The undersigned, in its capacity as lender to 2800 Associates, L.P., a
Delaware limited partnership (the "Partnership"), under the Loan Agreement dated
as of May 8, 1996 between the Partnership and the undersigned, hereby consents
to the transfer and assignment by (i) 2800 Company, L.L.C. of its limited
partnership interest in the Partnership to Tower Realty Operating Partnership,
L.P. (the "Operating Partnership") or any other entity directly or indirectly
wholly owned by the Operating Partnership and/or Tower Realty Trust, Inc. and
(ii) 2800 Xxxxxxx, Inc. of its general partner interest in the Partnership to
the Operating Partnership or any other entity directly or indirectly wholly
owned by the Operating Partnership and/or Tower Realty Trust, Inc.
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxxx Xxxxxxx
-----------------------------
Its: Authorized Representative
Date: 7-28, 1997
