ARDEN REALTY LIMITED PARTNERSHIP
0000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000 Xxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
April 8, 1998
Highridge-Apollo Grand Plaza, L.P.
0000 Xxxx Xxxxx Xxxxxx, Xxxxx 000
Xx Xxxxxxx, XX 00000
Attention: Xxxx Xxxxxxx
Re: Continental Grand Plaza.
Gentlemen:
Reference is made to that certain Contribution Agreement
dated March 30, 1998 and covering the Continental Grand Plaza
Office Building ("Agreement"), between you and your direct
and indirect constituent partners as Contributor and the
undersigned as OP ("Arden") regarding the real property
("Property") and the Pre-Contribution Loan referenced
therein. Capitalized terms not otherwise defined in this
letter shall have the meaning ascribed to them in the
Agreement.
On or before the Closing Date, you will execute and
deliver to us your demand promissory note and we will cause
our line of credit lender ("Lender") to wire directly to you
the amount of the Pre-Contribution Loan. If the Closing
occurs, you will be responsible for the interest accrued on
the Pre-Contribution Loan from the date the Pre-Contribution
Loan is wired to you by Lender until the Closing occurs at
our cost of the funds, and the Property will be contributed
subject to the Pre-Contribution Loan as provided in the
Agreement (to the extent you have not paid such interest as
of the Closing, such amount will constitute a proration in
favor of OP under the Agreement). If the Closing does not
occur and the Agreement is terminated, you will be
responsible for all of the interest and unpaid principal on
the Pre-Contribution Loan, such amounts to be payable by you
to the Lender upon demand by us.
This letter may be executed in two or more counterparts,
and, when so executed, will have the same force and effect as
though all signatures appeared on a single document. Any
signature page of this letter may be detached from any
counterpart without impairing the legal effect of any
signatures thereon, and may be attached to another
counterpart identical in form thereto but having attached to
it one or more additional signature pages. In addition to the
foregoing, the parties hereto each (i) has agreed to permit
the use of telecopied signatures in order to expedite the
transaction contemplated by this letter, (ii) intends to be
bound by its respective telecopied
signature, (iii) is aware that the other party will rely on
the telecopied signature, and (iv) acknowledges such reliance
and waives any defenses to the enforcement of this letter and
notices effecting the transaction contemplated by this letter
based on the fact that a signature or notice was sent by
telecopy.
Please indicate your agreement with the foregoing by
signing this letter where indicated below and returning a
signed copy to the undersigned.
Very Truly Yours,
Arden Realty Limited Partnership
a Maryland limited partnership
By: Arden Realty, Inc.
a Maryland corporation
Its General Partner
By:/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
President
Accepted and Agreed to this
30th day to April 1998
HIGHRIDGE-APOLLO GRAND PLAZA, L.P.,
a California limited partnership
By: OLYMPIA BEND ASSOCIATES,
a California Limited Partnership,
Managing General Partner
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Co-Managing General Partner
