Mall Sold

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

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References

http://sec.edgar-online.com/1999/06/01/17/0000892626-99-000365/Section6.asp