EXHIBIT (e)(15)
LETTER AGREEMENT
October 28, 2001
Xxxxxxxxx Xxxxxxxxx-Xxxxxxxx
c/o Cabot Industrial Trust
Xxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxxxxx 00000
Dear Xx. Xxxxxxxxx-Xxxxxxxx:
This letter will confirm the following agreements of the signatories
hereto:
1. Concurrently at the Closing (as defined below), (a) Cabot Industrial
Properties, L.P., a Delaware limited partnership ("Partnership"),
will redeem all the shares of common stock of Cabot Advisors, Inc.,
a Delaware corporation ("Advisors") owned by you and (b) Advisors
will issue and sell to the Partnership one (1) share of common stock
of Advisors for $115,000.00.
2. As consideration for such redemption, Advisors will assign the
following three advisory contracts to you or your designee (
"Assignee"):
A. Investment Advisory Agreement, dated June 6, 1997 but effective
as of January 3, 1997, between Cabot Partners Limited
Partnership ("Cabot Partners") and XXX ENTERPRISES -XII, L.L.C.
as amended by that Consent to Assignment of Investment Advisory
Agreement of Cabot Partners dated as of January 13, 1998;
B. Investment Advisory Agreement, dated December 29, 1995, between
Cabot Partners and C-M Holdings L.P. as amended by that Consent
to Assignment of Investment Advisory Agreement of Cabot Partners
dated as of January 13, 1998; and
C. Real Estate Investment Advisory and Asset Management Agreement,
dated as of August 22, 1994, between Cabot Partners and the New
York State Teachers Retirement System, as amended by that
certain First Amendment to Real Estate Investment and Advisory
and Asset Management Agreement dated as of July 2, 1997, as
amended by that Consent to Assignment of Advisory and Asset
Management Agreement of Cabot Partners dated as of January 13,
1998, and as amended by that certain Second Amendment to Real
Estate Investment Advisory and Asset Management Agreement dated
as of January 16, 2001.
Any fees accrued through the date of the Closing under such
contracts shall belong to Advisors. All fees accrued after the
date of the Closing shall belong to Assignee.
3. As additional consideration for such redemption, Advisors shall
assign to you or Assignee the Partnership's rights to the name
"Cabot Advisors", subject to the right of the Partnership to
continue to use such name for such period as is reasonably
necessary.
4. As additional consideration for such redemption, Advisors shall
assign to you or Assignee furniture, fixtures and equipment with
a net book value not to exceed $100,000 generally identified on
Schedule I hereto.
5. As additional consideration for such redemption, Advisors shall
deliver to you the Promissory Note, dated January 15, 2001, by
and between you and Advisors in full satisfaction of such
obligation.
6. At the Closing, you shall deliver to Advisors stock
certificate(s) representing all the common stock of Advisors
owned by you, free and clear of any liens or encumbrances.
7. The "Closing" shall occur simultaneously with the closing of the
Merger Effective Time as such term is defined in the Agreement
and Plan of Merger, dated as of October 28, 2001, by and among
Cabot Industrial Trust, the Partnership, CalWest Industrial
Properties, LLC and Rooster Acquisition Corp. (the "Merger
Agreement"). If the Merger Agreement is terminated, this letter
agreement shall automatically terminate.
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If the terms of this agreement are acceptable to you, please indicate
your acceptance by signing in the appropriate location below.
CABOT ADVISORS, INC.
By: /s/ Xxxxxxxxx Xxxxxxxxx-Xxxxxxxx
-------------------------------------------
Name: Xxxxxxxxx Xxxxxxxxx-Xxxxxxxx
Title: Director
CABOT INDUSTRIAL PROPERTIES, L.P.
By: Cabot Industrial Trust, its
Sole General Partner
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President
Accepted and agreed as of the date set forth above:
/s/ Xxxxxxxxx Xxxxxxxxx-Xxxxxxxx
--------------------------------
Xxxxxxxxx Xxxxxxxxx-Xxxxxxxx
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