CARLYLE REAL ESTATE LTD ... Form:8-K Filing Date:6/1/1999
EXHIBIT 10.2
KULIK, GOTTESMAN & MOUTON, LLP Attorneys at Law
1880 Century Park East, Suite 1150
Los Angeles, California 90067-1611
May 24, 1999
Real Estate Department Telephone (310) 557-9200 File No. 25770 Facsimile (310) 557-0224
VIA FACSIMILE
To the Parties on the attached Distribution List
RE: THE MALL OF MEMPHIS, MEMPHIS, TENNESSEE
Ladies and Gentlemen:
This letter shall confirm the parties understanding that the transactions and/or transfers contemplated by the following documents were consummated on Friday, May 14, 1999, and that, notwithstanding the dates indicated or referenced in such documents, such documents were delivered and deemed effective as of May 14, 1999:
1. All of the documents executed in connection with the loan from Lehman Brothers Holdings Inc. to The American Mall of Memphis, LLC;
2. All of the documents executed in connection with that certain agreement for Deed in Lieu of Foreclosure between The American Mall of Memphis, LLC and Mall of Memphis Associates (including, without limitation, the Agreement for Deed in Lieu of Foreclosure);
3. All of the documents executed in connection with that certain Loan Purchase and Sale Agreement dated between American Mall Properties, LLC and Teachers Insurance and Annuity Association of America (as amended);
4. All of the documents executed in connection with that certain Termination Agreement between The American Mall of Memphis, LLC, Teachers Insurance and Annuity Association of America, Mall of Memphis Associates, Carlyle Real Estate Limited Partnership - XI, Trizec Hahn Centers Inc. (formerly known as Ernest W. Hahn, Inc.), and Hahn Mortgage Corporation (including, without limitation, the Termination Agreement).
Please call me immediately if the foregoing does not reflect your understanding. Otherwise, please execute this letter as provided below and return a copy to me by facsimile. I will distribute fully-executed counterparts to all parties for your files.
Very truly yours,
/s/ Owen P. Gross for KULIK, GOTTESMAN & MOUTON, LLP
KULIK, GOTTESMAN & MOUTON, LLP
cc: Mr. Tony Quintero (via facsimile) Ms. Jennifer Hochglaube (via facsimile) Mr. Glenn Emig (via facsimile)
THE UNDERSIGNED ACKNOWLEDGE AND AGREE WITH THE FOREGOING.
/s/ Owen P. Gross
Owen P. Gross, Esq. of Kulik, Gottesman & Mouton, LLP for The American Mall of Memphis, LLC and American Mall Properties, LLC.
Robert D. Hancock, Jr., Esq. of
Long, Aldridge & Norman, LLP for
Lehman Brothers Holdings Inc.
Date: May_____, 1999
/s/ Sheldon A. Halpern
Sheldon A. Halpern, Esq. of Pircher, Nichols & Meeks for Mall of Memphis Associates and Carlyle Real Estate Limited Partnership - XI
Randi B. Margolin, Esq. for
Teachers Insurance and Annuity Association of America
Susan Kanfer, Esq. for
TrizecHahn Centers Inc.
(formerly known as Ernest W. Hahn, Inc.)
and Hahn Mortgage Corporation
DISTRIBUTION LIST
Robert D. Hancock, Jr., Esq. Long, Aldridge & Norman, LLP One Peachtree Center, Suite 5300 303 Peachtree Street Atlanta, Georgia 30308 (404) 527-4198
Sheldon A. Halpern, Esq. Pircher, Nichols & Meeks 1999 Avenue of the Stars, Suite 2600 Los Angeles, California 90067 (310) 201-8922
Randi B. Margolin, Esq. Teachers Insurance and Annuity Association of America 730 Third Avenue New York, New York 10017 (212) 953-9879
Susan Kanfer, Esq. TrizecHahn Development 4350 La Jolla Village Drive, Suite 700 San Diego, California 92122-1233 (619) 546-3245
© 1995-2006 EDGAR Online, Inc. All rights reserved.
http://sec.edgar-online.com/1999/06/01/17/0000892626-99-000365/Section6.asp
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