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Exhibit (10L)
AMENDMENT TO ASSIGNMENT
THIS AMENDMENT TO ASSIGNMENT is made this 8th day of May, 1997 by and
between First Union Real Estate Equity and Mortgage Investments, an Ohio
business trust ("FUR"), and Imperial Parking Limited, a Canadian corporation
("Impark") but is to be effective as of March 27, 1997.
WHEREAS, FUR and First Union Management, Inc. ("FUMI") are parties to
an Assignment dated March 27, 1997 (the "Assignment") pursuant to which FUR
assigned its rights and obligations under the Share Purchase Agreement dated as
of February 18,1997 among FUR, Impark Investments Inc., the persons listed on
Schedule 1 thereto and certain others (as amended from time to time, the
"Share Purchase Agreement") to FUMI and FUMI accepted such assignment;
WHEREAS, FUMI assigned its rights and obligations under the Assignment
to 3355489 Canada Inc., a Canadian corporation ("Holdco 1"), and Holdco 1
accepted such assignment pursuant to an assignment dated April 16, 1997 (the
"Holdco Assignment");
WHEREAS, Holdco 1 assigned its rights and obligations under the Holdco
Assignment to 3357392 Canada Inc., a Canadian corporation ("Canco 1"), and Canco
1 accepted such assignment pursuant to an assignment dated April 16, 1997 (the
"Canco Assignment");
WHEREAS, Impark is the successor by amalgamation to the obligations of
Canco 1 under the Canco Assignment;
WHEREAS, the parties hereto desire to amend the Assignment to correct
an error in the calculation of the fees and expenses incurred by FUR in
connection with the Share Purchase Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each party, the parties hereby
agree as follows:
1. The amount U.S. $3,200,000 appearing in clause (b) of Section 2 of the
Assignment reflected the estimated costs to complete the transactions
contemplated by the Share Purchase Agreement and not the actual costs
incurred and paid by FUR as of the date of the Assignment. In order to
correct this error and to reflect the true intent of the parties,
clause (b) of Section 2 to the Assignment is amended in its entirety to
read as follows:
"(b) U.S. $36,630, representing the additional fees, costs
and expenses incurred and paid by FUR in connection with the
Share Purchase Agreement and the transactions contemplated
thereby,".
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2. The Promissory Note referenced in Section 2 of the Assignment, the
obligations of which were assumed by Impark pursuant to the
amalgamation with Canco 1, is hereby terminated and declared null and
void and is replaced in its entirety with the Promisoory Note attached
hereto as Exhibit A.
3. This Amendment shall be governed by and construed in accordance with
the laws of the State of Ohio.
IN WITNESS WHEREOF, this Amendment has been duly executed by the
authorized officers of the parties hereto.
FIRST UNION REAL ESTATE EQUITY
AND MORTGAGE INVESTMENTS
By: /s/ Authorized Signer
_______________________________
Name: _______________________________
Title:_______________________________
IMPERIAL PARKING LIMITED
By: /s/ Authorized Signer
_______________________________
Name: _______________________________
Title:_______________________________
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$4,659,125.08 March 27, 1997
The undersigned, First Union Management, Inc., a Delaware corporation
("FUMI"), hereby promises to pay to the order of First Union Real Estate Equity
and Mortgage Investments, an Ohio business trust ("FUR"), on demand the
principal amount of Four Million Six Hundred Fifty-Nine Thousand One Hundred
Twenty-Five and 08/100 Dollars ($4,659,125.08), together with interest on the
unpaid principal amount hereof from time to time outstanding at the rate of 9.5%
per annum (calculated on the basis of a year of 360 days consisting of twelve
30-day months) from and including the date hereof to maturity. All accrued
interest hereon shall be payable in a lump sum on the earlier of (i) demand and
(ii) March 31, 2002 (or if such date is not a business day, the immediately
preceding business day). The accumulation of interest on this Note on or prior
to such interest payment date shall not bear interest.
This Note may be prepaid without penalty, in whole or in part, by FUMI
at any time and from time to time.
Payments of both principal and interest on this Note will be made by
internal bank or wire transfer of funds to the account of FUR at 00 Xxxxxx
Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxx 00000, or at any other payment office in the
United States previously designated to FUMI in writing by the holder of this
Note, in lawful money of the United States of America.
FUMI hereby waives presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance,
default or enforcement of this Note.
This Note shall be governed by the laws of the State of Ohio.
IN WITNESS WHEREOF, First Union Management, Inc. has executed this Note
as of the date first written above.
FIRST UNION MANAGEMENT, INC.
Address:
00 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, Xxxx 00000 By: _____________________________
Attention: Chief Investment Its: _____________________________
Officer
