Investment Trust
Exhibit 99 (b)
X. X. XXXX REAL ESTATE
0000 XXXXXXXXX XXXXXX, XXXXX 0000X, XXXXXXXX, XXXXXXXX 00000
(301) 986-6000
June 19, 2014
Xxxx Holdings Limited Partnership
c/o Saul Centers, Inc.
Attn: Page Lansdale, President & COO
0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000X
Xxxxxxxx, Xxxxxxxx 00000
Xxxx Centers, Inc.
Attn: Page Lansdale, President & COO
0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000X
Xxxxxxxx, Xxxxxxxx 00000
RE: Agreement Regarding Twinbrook Area Properties
Xx. Xxxxxxxx:
On February 19, 2014, with your prior knowledge, the X.X. Xxxx Real Estate Investment Trust (the “Trust”) purchased approximately 6.75 acres of land at 0000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx (the “Trust Twinbrook Property”). The Trust understands that it has certain obligations pursuant to the terms of the Exclusivity and Right of First Refusal Agreement dated as of August 26, 1993 by and among the Trust, Xxxx Centers, Inc. (“Xxxx Centers”), the general partner of Xxxx Holdings Limited Partnership (“Holdings”), and various other affiliated entities (the “Agreement”) and it wishes to memorialize its understanding with Xxxx Centers with respect thereto.
To the extent that the Agreement would have been applicable to the purchase of the Trust Twinbrook Property by the Trust, Xxxx Centers hereby waives compliance with the terms of the Agreement with respect to the Trust Twinbrook Property under the following conditions:
a. | the Trust Twinbrook Property shall be deemed a “First Right Property” as such term is defined in the Agreement and, as a result, Xxxx Centers shall have a right of first refusal to acquire the Trust Twinbrook Property if and when the Trust, in its sole discretion, elects to sell; and |
b. | the Trust and Xxxx Centers shall cooperate reasonably and in good faith to coordinate their respective development plans for their respective Twinbrook Properties to minimize any disruptions to their respective development plans. |
Please indicate your agreement and acceptance of the terms of this letter by signing where indicated below and returning one executed copy of this letter to me. Upon execution by both parties, this agreement will be effective as of February 19, 2014.
Sincerely yours,
/s/Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
AGREED AND APPROVED:
Xxxx Centers, Inc.
/s/ J. Page Lansdale
Name: J. Page Lansdale
Title: President and Chief Operating Officer
Xxxx Holdings Limited Partnership
By: Xxxx Centers, Inc., General Partner
/s/ J. Page Lansdale
Name: J. Page Lansdale
Title: President and Chief Operating Officer
