SALE-PURCHASE AGREEMENT

 

 

 

 

                             SALE-PURCHASE AGREEMENT

 

                                     between

 

                          MAIDEN LANE ASSOCIATES, LTD.,

 

                                   as seller,

 

                                       and

 

                               CERUZZI HOLDINGS LLC,

 

                                  as purchaser.

 

                                    Premises:

 

                               Two Soundview Drive

 

                             Greenwich, Connecticut

 

                                As of May 25, 2005

 

 

 

\88888888\735\101554.4

 

 

 

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                             SALE-PURCHASE AGREEMENT

 

 

     THIS SALE-PURCHASE AGREEMENT (this "Agreement"), made as of the 25th day of

May, 2005, between MAIDEN LANE ASSOCIATES, LTD., a Delaware corporation,   having

an address at 100 Putnam   Green,   Greenwich,   CT 06831   ("Seller"),   and CERUZZI

HOLDINGS LLC, a Connecticut limited liability company, having an address at 1720

Post Road, Fairfield, CT 06430 ("Purchaser").

 

                                            W I T N E S S E T H :

                                            - - - - - - - - - - -

 

     WHEREAS,   Seller   desires to sell to Purchaser,   and   Purchaser   desires to

purchase   from   Seller,   the   Property   (hereinafter   defined)   on the terms and

subject to the conditions set forth herein.

 

     NOW,   THEREFORE,   in   consideration   of the   premises   and   other   good and

valuable   consideration,   the mutual receipt and legal   sufficiency of which the

parties hereto hereby acknowledge, Seller and Purchaser hereby agree as follows:

 

     1.   Sale-Purchase.   Subject to the terms and   conditions   set forth in this

Agreement,   Seller agrees to sell and convey to Purchaser,   and Purchaser agrees

to purchase and acquire from Seller, the following:

 

     A. The Land.   The fee estate in and to that certain plot,   piece and parcel

of land   located   in the Town of   Greenwich,   County of   Fairfield   and State of

Connecticut, more particularly described on Exhibit "A" attached hereto and made

a part hereof (the   "Land"),   including   any strips or gores   adjacent   thereto,

together with all of Seller's right,   title and interest,   if any, in and to any

land lying in the bed of any street, road or avenue, opened or proposed,   public

or private,   in front of or adjoining the Land, to the center line thereof,   and

all right, title and interest,   if any, of Seller in and to any award made or to

be made in lieu thereof and in and to any unpaid award for damage to the Land by

reason of change of grade of any   street,   subject,   however,   to the   Permitted

Exceptions (hereinafter defined);

 

     B. Improvements.   All of Seller's right,   title, and interest in and to the

buildings   and   other   improvements   built   on or   attached   to   the   Land   (the

"Improvements"), subject, however, to the Permitted Exceptions (the Land and the

Improvements being collectively referred to herein as the "Real Estate");

 

     C.   Fixtures.   All of Seller's   right,   title,   and   interest in and to the

fixtures   built on or attached to the Real   Estate   (the   "Fixtures"),   subject,

however, to the Permitted Exceptions;

 

     D. Personal Property.   All of Seller's right, title, and interest in and to

the equipment, furniture,   machinery,   furnishings, tools, spare parts, supplies

and other articles of personal property owned by or hereafter acquired by Seller

and   located   on the Real   Estate   and   used in   connection   with the   ownership

maintenance,   use, and operation of the Real Estate (the   "Personal   Property"),

except for the items of   Personal   Property   set forth on Exhibit   "B"   attached

hereto and made a part hereof (the   Fixtures   and the   Personal   Property   being

 

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collectively referred to herein as the "Additional   Property");   it being agreed

that no portion of the Purchase Price (as   hereinafter   defined) is attributable

to the Additional Property;

 

     E. Other Property.   All of Seller's right,   title and interest,   if any, in

and to all easements, rights of way, privileges,   servitudes,   appurtenances and

other   rights,   if any,   running   with   Seller's   interest   in the Real   Estate,

subject, however, to the Permitted Exceptions;

 

     F. Space Leases. All of Seller's right, title and interest under all leases

or other   agreements   for the present or future use or occupancy of any space in

the   Improvements,   in respect of which   Seller holds the interest of the lessor

thereunder,   and all   guaranties or other   documents   relating   thereto (each, a

"Space   Lease";   collectively,   the   "Space   Leases")   that are in effect on the

Closing Date (hereinafter defined);

 

     G.   Security   Deposits.   All of Seller's   right,   title and interest to all

money,   negotiable   instruments,   and other security deposited by the tenants or

occupants under the Space Leases (collectively, "Tenants") to secure performance

of   Tenants'   obligations   thereunder,   to the extent such   security   remains in

Seller's   possession or control on the Closing Date,   with all accrued   interest

thereon (to the extent that the applicable Space Leases require such interest to

accrue for the benefit of Tenants) (collectively, the "Security Deposits");

 

     H. Contract Rights. All of Seller's right, title and interest in and to (i)

any   assignable   guaranties,   warranties,   certificates,   rights and   privileges

relating to the Improvements or the Additional Property, to the extent in effect

on the Closing Date,   (ii) any assignable   licenses and permits   relating to the

Improvements or the Additional Property,   to the extent in effect on the Closing

Date,   (iii) any deposits made by Seller (or Seller's   predecessors-in-interest)

with utility companies relating to the Improvements or the Additional   Property,

to the extent   apportionment   is made therefor under Section 6 hereof,   (iv) any

plans or specifications relating to the Improvements or the Additional Property,

to the extent in Seller's possession or control on the Closing Date, and (v) any

assignable   trademarks,   trade names, logos, or similar property relating to the

Improvements   or the   Additional   Property (the items   described in clauses (i),

(ii),   (iii),   (iv) and (v) above being   collectively   referred to herein as the

"Contract Rights"); and

 

     I. Third-Party   Contracts.   All right,   title and interest of Seller and/or

Seller's agents in and to any third-party brokerage agreements, if any, relating

to the Real   Estate as listed on   Exhibit   "C"   attached   hereto and made a part

hereof   (such   third-party   brokerage   agreements   relating   to the Real   Estate

together   with any new   contracts   entered   into   under   Section   13B hereof are

collectively referred to herein as "Third-Party Contracts"),   to the extent such

contracts or agreements   are in effect on the Closing Date (the items   described

in clauses A through I of this Section 1 being   collectively   referred to herein

as the "Property").

 

     2.   Purchase   Price   Subject to adjustment   as   hereinafter   provided,   the

purchase   price for the   Property is Twenty Eight   Million Two Hundred   Thousand

Dollars   ($28,200,000.00),   legal   currency of the United States of America (the

"Purchase   Price"),   payable   as   follows:   (A) an amount   equal to One   Million

Dollars   ($1,000,000.00),   legal   currency of the United   States of America (the

"Down   payment"),   on the date hereof,   payable by wire transfer of   immediately

available   federal   funds to the account   designated   by Wiggin and Dana LLP, as

escrow agent ("Escrow Agent"), or by check, subject to collection,   to the order

of Escrow Agent,   to be held by Escrow Agent pursuant to and in accordance   with

 

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the provisions of this   Agreement;   and (B) the balance of the Purchase Price on

the date that the   Closing   (hereinafter   defined)   occurs by wire   transfer   of

immediately   available   federal   funds to the account or accounts   designated by

Seller or, at Seller's   option,   by unendorsed   certified or cashier's   check or

checks   payable to the order of, or at the   direction   of, Seller and drawn on a

commercial bank which is a member of the New York Clearinghouse Association.

 

     3. Permitted Exceptions. Subject to the terms of Section 9 hereof, the Real

Estate and the Fixtures shall be sold, and title thereto conveyed,   subject only

to the matters set forth on Exhibit "D"   attached   hereto and made a part hereof

(collectively, the "Permitted Exceptions").

 

     4. The Closing;   Closing Date. Subject to the provisions of this Section 4,

the   consummation of the sale   transaction   contemplated   hereby (the "Closing")

shall take place at 10:00 A.M. on July 6, 2005.   (time being of the essence with

respect to Purchaser's   obligation to consummate this transaction).   The Closing

shall take place at the   offices of Wiggin and Dana LLP,   400   Atlantic   Street,

Stamford,   CT 06901 (the date upon which the Closing   occurs   being   referred to

herein as the "Closing Date").

 

     5.   Violations.   Subject   to the terms   hereof,   all   violations   of law or

municipal   ordinances,   orders   or   requirements   noted   in   or   issued   by   the

departments of buildings,   fire, labor, health or other federal,   state, county,

city or other departments and governmental   agencies having jurisdiction against

or affecting the Property   (collectively,   the "Violations"),   noted against the

Property   prior to the date   hereof,   other   than   Violations   which a Tenant is

responsible   for   complying   with   pursuant   to the   terms   of its   Space   Lease

(collectively,   the "Existing Violations"), shall be complied with by Seller, at

its sole cost and expense,   on or before the Closing Date,   or, at Seller's sole

option,   at the Closing,   Purchaser   shall receive a credit against the Purchase

Price   payable by   Purchaser   pursuant to Section 2 hereof in an amount equal to

the   cost of   compliance   for   those   Existing   Violations   which   have not been

complied with on or before the Closing   Date.   If Seller and Purchaser   shall be

unable to agree upon the cost of complying with such Existing Violations, Seller

shall,   at its sole cost and expense,   retain an   independent   engineer   that is

reasonably   designated by Seller (the "Violations   Engineer"),   to estimate such

cost,   and the credit to be received by Purchaser   under this Section 5 shall be

an amount equal to the Violations Engineer's final determination of such cost of

compliance.   Any   Violations   noted   against   the   Property on or after the date

hereof shall be the sole   responsibility of Purchaser and Purchaser shall accept

title to the Property   subject to such   Violations   without any abatement of the

Purchase Price.

 

     6. Apportionments.

 

     A. Subject to the terms of this   Section 6, the   following   items,   without

duplication,   are to be apportioned between Seller and Purchaser with respect to

the Property as of 11:59 p.m., New York City time, on the date immediately prior

to the Closing Date,   and at the Closing the net amount   thereof shall either be

(x) paid by   Purchaser   to   Seller by wire   transfer   of   immediately   available

federal funds to a bank account   designated by Seller or, at Seller's option, by

unendorsed certified or cashier's check or checks payable to the order of, or at

the direction of, Seller and drawn on a commercial bank which is a member of the

New York   Clearinghouse   Association,   or (y)   credited   by Seller   against   the

Purchase Price:

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     (i) real property taxes and   assessments   (including,   if   applicable,   any

business personal property assessment);

 

     (ii) water rates and charges,   except those   required to be paid by Tenants

directly to the entity imposing same;

 

     (iii) sewer taxes and rents,   except   those   required to be paid by Tenants

directly to the entity imposing same;

 

     (iv) fuel and all other utilities,   including,   without   limitation,   taxes

thereon;

 

     (v) deposits on account with any utility company servicing the Property, to

the extent transferred to Purchaser;

 

     (vi) deposits on account with any municipality having jurisdiction over the

Property, to the extent transferred to Purchaser;

 

     (vii)   rents and   charges   under the Space   Leases in effect on the Closing

Date, if, as and when collected;

 

     (viii) annual permit,   license and inspection fees, if any, on the basis of

the   fiscal   year for which   levied,   if the rights   with   respect   thereto   are

transferable to Purchaser;

 

     (ix)   charges   under the   Third-Party   Contracts   that are in effect on the

Closing Date;

 

     (x) inventory in unopened packages; and

 

     (xi) all other items that reasonably   require   apportionment   in accordance

with local   custom and   practice to   effectuate   the   transactions   contemplated

hereby.

 

     Seller   and   Purchaser   shall   adjust   any   apportionments   made under this

Section 6 after the Closing to account for errors or incorrect estimates made as

of the Closing Date (it being agreed that the   parties'   aforesaid   agreement to

make such   adjustments   shall   survive   the   Closing for a period of twelve (12)

months).

 

     B. Governmental Charges.   Apportionment of real property taxes, water rates

and charges,   sewer taxes and rents and other similar items shall be made on the

basis of the fiscal year for which   assessed.   If the Closing Date occurs before

the real   property   taxes,   water   rates and   charges,   sewer taxes and rents or

similar items with respect to the Property are finally fixed for the fiscal year

in which the Closing occurs, then the apportionments thereof made at the Closing

shall be made on the basis of the real property taxes,   water rates and charges,

sewer   taxes   and   rents or other   similar   items,   as the case may be,   for the

preceding fiscal year applied to the latest assessed   valuation.   After the real

property taxes, water rates and charges, sewer taxes and rents or similar items,

as the case may be, are   finally   fixed for the fiscal year in which the Closing

 

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occurs,   Seller and Purchaser   shall make a recalculation   of the   apportionment

thereof   based on the   amounts   finally   fixed for the fiscal   year in which the

Closing   occurs,   and   Seller or   Purchaser,   as the case may be,   shall make an

appropriate   payment to the other party based on such   recalculation.   Seller or

its representatives   shall have the right (x) at any time before the Closing, to

institute tax reduction or other proceedings to reduce the assessed valuation of

the Real Estate with respect to the period   ending at the end of the fiscal year

in which the Closing   occurs,   or (y) to continue,   after the Closing,   any such

proceedings   commenced   by   Seller   prior to the   Closing,   provided   that   such

proceeding   shall not be finally   settled by Seller without the prior consent of

Purchaser,   which consent shall not be unreasonably   withheld. If Purchaser,   at

any   time   following   the   Closing,   shall   institute   tax   reduction   or   other

proceedings to reduce the assessed   valuation of the Real Estate with respect to

the period   ending at the end of the fiscal   year in which the   Closing   occurs,

such   proceeding   shall not be finally   settled by   Purchaser   without the prior

consent of Seller,   which consent   shall not be   unreasonably   withheld.   If any

refund of any real property tax, water rates and charges,   sewer taxes and rents

or similar   items is issued after the Closing Date for any period   including the

period   prior to the   Closing   Date,   such   refund   shall be applied as follows:

first,   to the cost   incurred in obtaining   such refund;   second,   to any amount

required to be refunded to the Tenants in accordance with the terms of the Space

Leases,   to the extent   applicable;   and, third, the balance of such refund,   if

any, shall be apportioned   between   Seller,   for the period prior to the Closing

Date, and Purchaser, for the period from and after the Closing Date.

 

     C. Water Meters.   If there shall be any meters measuring water   consumption

at the Real Estate (other than meters measuring water   consumption   which is the

obligation of a Tenant), Seller shall attempt to obtain meter readings to a date

that is no more than thirty (30) days before the Closing,   and, if such readings

are obtained,   the unfixed water rates and charges and sewer taxes and rents, if

any, based thereon for the intervening   time,   shall be apportioned on the basis

of such readings, or if such readings are not obtained,   the unfixed water rates

and charges and sewer taxes and rents,   if any,   shall be   apportioned   upon the

last meter readings.

 

     D. Payment of Certain Items.   The amount of any unpaid taxes,   assessments,

water rates and charges, sewer taxes and rents and any other similar items which

Seller is obligated to pay and discharge   with respect to the Real Estate,   with

interest   and   penalties   thereon to the   Closing   Date,   may,   at the option of

Seller,   be   allowed to   Purchaser   out of the   Purchase   Price,   provided   that

official   bills   therefor with   interest and penalties   thereon are furnished by

Seller at the Closing.   Purchaser,   if request is made at least two (2) business

days prior to the Closing,   shall   provide   Seller at the Closing with   separate

wire transfers of immediately   available   federal funds and/or   certified and/or

official bank checks drawn on, or by, a commercial   bank that is a member of the

New York   Clearinghouse   Association,   payable   as   directed   by   Seller,   in an

aggregate   amount not exceeding the balance of the Purchase   Price due to Seller

at the Closing,   to facilitate the   satisfaction of any of the aforesaid   taxes,

assessments,   water rates and charges,   sewer taxes and rents and other   similar

items and any   interest   and   penalties   thereon to the   Closing   Date.   Without

limiting the foregoing,   Seller is solely   obligated to pay and discharge any of

the aforesaid taxes, assessments, water rates and charges, sewer taxes and rents

and other similar items   affecting the Real Estate that are delinquent as of the

Closing Date, subject to apportionment as herein provided.

 

     E. Fuel Oil.   Fuel oil,   if any,   owned by Seller   and   located at the Real

Estate on the Closing   Date shall be adjusted at the cost thereof to Seller on a

first in-first out basis.   Seller shall arrange for the amount of fuel oil to be

 

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determined in writing by the fuel company   presently   supplying fuel to the Real

Estate as of a date which is not more than five (5)   business   days prior to the

Closing Date.

 

     F.   Assessments.   If, on the Closing   Date,   the Real   Estate,   or any part

thereof, is affected by any real property tax assessments, then Seller shall pay

such   assessments;   provided,   however,   that if such assessments are payable in

installments,   then Seller shall pay such   installments due prior to the Closing

Date, and Purchaser shall pay such installments due after the Closing Date.

 

     G. Escalation Rents.   Seller shall be entitled to all escalation rents with

respect to any Space Lease for any fiscal year ending prior to the Closing Date.

At the end of the fiscal year during   which the Closing   occurs with   respect to

which   escalation   rents are payable   under each Space   Lease,   there shall be a

calculation   of the portion of such   escalation   rents to which   Seller shall be

entitled,   which portion shall be equal to a fraction, the numerator of which is

the number of days in said   fiscal year under the   applicable   Space Lease which

elapsed   prior to the   Closing   Date and the   denominator   of which is the total

number of days in said fiscal   year during   which the Space Lease was in effect,

and   Purchaser   shall be entitled to the   remaining   portion of such   escalation

rents. If Seller has received   escalation   rents with respect to any Space Lease

for such fiscal   year in excess of the amount to which it is   entitled   pursuant

hereto,   such   excess   shall be paid by   Seller   to   Purchaser   within   ten (10)

business   days after   notice to Seller of such   calculation.   If   Purchaser   has

received   escalation   rents with respect to any Space Lease for such fiscal year

in excess of the amount to which it is   entitled   pursuant   hereto,   such excess

shall be paid by Purchaser   to Seller   within ten (10)   business   days after the

later of (a) Purchaser's receipt of such excess of escalation rents, and (b) the

date of such calculation.

 

     H.   Collection   of Rents.   To the extent that   pursuant   to the   provisions

hereof   Seller is entitled to any portion of rents or charges   payable under the

Space Leases after the Closing,   Purchaser   shall bill Tenants for all rents and

charges as provided by their   respective   Space Leases and   Purchaser   shall use

commercially   reasonable   efforts to collect   any and all rents and   charges due

pursuant   thereto.   Purchaser,   without Seller's prior written consent,   may not

settle or compromise any rents or charges which are due and payable from Tenants

who have rents or charges   outstanding for any period prior to the Closing Date.

Any amounts collected by Purchaser as a result of such collection efforts or any

legal proceeding shall be applied first toward Purchaser's reasonable attorneys'

fees and other reasonable costs of collection   incurred in connection   therewith

and then in accordance with the provisions of Paragraph 6I hereof.

 

     I. Application of Rents and Charges Under Space Leases.   From and after the

Closing Date, all rent and charge collections with respect to the Property shall

be   applied in the   following   order   (notwithstanding   any   designation   by the

remitting   Tenant),   whether   received   by, on behalf of or at the   direction of

Seller or   Purchaser:   (i) first to the calendar   month during which the Closing

Date occurs,   (ii) then to any calendar   month or months   following the calendar

month   during   which the   Closing   Date   occurs   for which   rent is then due and

payable,   and (iii)   finally to any arrears for the period   before the   calendar

month   during   which the Closing   Date   occurs.   All such unpaid rents and other

charges   collected from Tenants shall be remitted   promptly after   collection to

(i) Seller to the extent that Seller has the right thereto and (ii) Purchaser to

the extent that Purchaser has the right thereto.   Nothing contained herein shall

be   construed to prohibit   Seller from   bringing or pursuing an action for money

 

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damages against any Tenant after the Closing by reason of such Tenant's   failure

to pay rent or   charges   for any period   prior to the   Closing   Date;   provided,

however,   Seller shall not seek to terminate the applicable Space Lease or evict

the applicable Tenant.

 

     J.   Letters   of Credit as   Security   under   Space   Leases.   If a Tenant has

deposited with Seller a letter of credit as security for the performance of such

Tenant's   obligations under the applicable Space Lease (a "Tenant L/C"),   Seller

shall use   reasonable   efforts to (i) compel such Tenant to cause the bank which

issued such Tenant L/C to issue an   amendment   to such Tenant L/C or issue a new

Tenant L/C naming   Purchaser as the beneficiary   thereunder   effective as of the

Closing Date or (ii) execute   instruments   of   assignment   of Seller's   interest

under such Tenant L/C at or prior to Closing. If Seller is unable to provide for

the   transfer of Seller's   interest in any Tenant L/C as provided in clauses (i)

or (ii) of this   Section   6J at or   prior to   Closing,   then   (a)   Seller   shall

cooperate   with   Purchaser in arranging   for the   assignment to Purchaser of the

beneficiary's   interest   under   such   letter of credit   (or the   re-issuance   to

Purchaser of such letter of credit)   promptly   following   the Closing and (b) if

requested   by   Purchaser,   upon the default by a Tenant   under its Space   Lease,

Seller shall   present the Tenant L/C for payment and Purchaser   shall   indemnify

Seller for, and hold Seller harmless against, any and all loss, liability, costs

or expenses (including reasonable attorneys' fees and disbursements) incurred in

connection such presentment.

 

     K. Survival. The provisions of this Section 6 shall survive the Closing.

 

      7. Closing Documents.

 

     A. At the Closing, Seller, at Seller's sole cost and expense, shall deliver

to Purchaser the following:

 

     (i) a certificate of Seller   certifying   that the execution and delivery of

the   documents   by Seller   set forth   herein   have been duly   authorized   by all

necessary   action of Seller and that such   documents have been duly executed and

delivered by Seller;

 

     (ii) a Deed (the   "Deed"),   in the form of Exhibit "E" attached   hereto and

made a part hereof, duly executed and acknowledged by Seller, so as to convey to

Purchaser all of Seller's   right,   title and interest in and to the Real Estate,

subject only to the Permitted Exceptions;

 

     (iii) State of Connecticut Real Estate Conveyance Tax Return, to the extent

required in connection with the   consummation   of the   transaction   contemplated

hereby, duly executed by Seller;

 

     (iv) a Real Estate Conveyance Tax Statement   addressed to the Town Clerk of

Greenwich,    Connecticut,    to   the   extent   required   in   connection   with   the

consummation of the transaction contemplated hereby, duly executed by Seller;

 

     (v)   any   additional   documents   promulgated   by   the   Town   of   Greenwich,

Fairfield   County   or the   State   of   Connecticut,   to the   extent   required   in

connection with the consummation of the transaction   contemplated   hereby,   duly

executed by Seller;

<PAGE>

     (vi) a   "non-foreign   person   affidavit"   that   meets the   requirements   of

Section   1445(b)(2)   of the Internal   Revenue Code of 1986, as amended (the "Tax

Code"), containing Seller's taxpayer identification number;

 

     (vii) a bill of sale, in the form of Exhibit "F" attached hereto and made a

part   hereof,   duly   executed   by Seller,   so as to convey to   Purchaser   all of

Seller's right,   title and interest in and to the Personal   Property existing as

of the Closing Date, free and clear of all liens and encumbrances other than the

Permitted Exceptions;

 

     (viii) an Assignment   and Assumption of Space Leases (the   "Assignment   and

Assumption   of Space   Leases"),   in the form of Exhibit "G" attached   hereto and

made a part hereof,   duly executed by Seller,   so as to assign to Purchaser from

and after the Closing Date all of Seller's   right,   title and interest as lessor

under the Space Leases (including,   without limitation,   any guaranties or other

documents relating thereto) that are in effect as of the Closing Date;

 

     (ix) the   Security   Deposits   theretofore   paid in cash to   Seller,   to the

extent   held by   Seller   at the time of   Closing,   together   with an   accounting

certified by Seller of the disposition,   if any, of such Security Deposits,   and

any   Tenant   L/C   issued,   amended or to be   assigned   pursuant   to the terms of

Section 6J of this Agreement;

 

     (x) all Tenant   Estoppel   Certificates   received   prior to the Closing Date

that have been not theretofore been delivered to Purchaser;

 

     (xi) a notice   executed by Seller and   addressed   to the Tenants   under the

Space Lease in effect on the Closing Date, informing such Tenants of the sale of

the Property to   Purchaser,   of the name and notice   address of the Purchaser as

successor   landlord   under the Space Leases and that the Security   Deposits then

held by Seller,   if any,   have been   assigned to Purchaser   and   directing   such

Tenants to make all   payments   thereafter   coming due under the Space   Leases to

Purchaser or as Purchaser may otherwise direct;

 

     (xii) an   Assignment   and   Assumption   of Contract   Rights and   Third-Party

Contracts (the   "Assignment   and Assumption of Contract   Rights and   Third-Party

Contracts"),   in the form of Exhibit "H" attached hereto and made a part hereof,

duly   executed by Seller   and/or   Seller's   agent,   as the case may be, so as to

assign to Purchaser from and after the Closing Date all of Seller's right, title

and interest in and to the Contract Rights and Third-Party Contracts that are in

effect on the Closing Date;

 

     (xiii) a certificate, from Seller, restating on and as of the Closing Date,

the representations made by Seller in Section 11A hereof, except that Seller, in

such certificate, may modify the representations made by Seller in clauses (vi),

(viii), (ix), (x), (xi), (xii) and (xiii) of Section 11A hereof to reflect facts

and   circumstances   that exist on and as of the Closing   Date (such   certificate

being   referred   to   herein   as the   "Seller's   Update   Certificate"),   it being

understood that nothing   contained in this clause (xiii) shall relieve Seller of

its   obligation   to comply   with all   covenants   of Seller   expressly   set forth

herein;

 

     (xiv) any originally   executed   counterparts in the possession of Seller or

Seller's   agents,   or, in lieu thereof,   true and correct   copies,   of the Space

Leases, if any, that are in effect on the Closing Date;

<PAGE>

     (xv) Seller's   counterparts of all other Tenants'   records and documents to

the extent in the   possession   of Seller or Seller's   agents,   including but not

limited   to   all   licenses   and   permits   and    Tenants'    insurance    policies,

certificates and   endorsements,   if any, in the possession of Seller or Seller's

agents;

 

     (xvi) any originally   executed   counterparts in the possession of Seller or

Seller's agents, or, in lieu thereof,   true and correct copies, of the documents

comprising the Contract   Rights and Third-Party   Contracts,   if any, that are in

effect on the Closing Date;

 

     (xvii) to the extent in the   possession of Seller or Seller's   agents,   all

keys or key cards and alarm codes to, and all combinations to, any locks on, all

entrance   doors   to,   and any   equipment   and   utility   rooms   located   in,   the

Improvements, appropriately tagged for identification;

 

     (xviii) to the extent in the possession of Seller or Seller's   agents,   any

as-built plans and specifications,   mechanical,   electrical and plumbing layouts

and operating   manuals,   surveys and   certificates of occupancy   relating to the

Property; and

 

     (xix)   any   other   documentation   reasonably   required   to   consummate   the

transactions contemplated by this Agreement.

 

     B. At the Closing,   Purchaser,   at Purchaser's sole cost and expense, shall

deliver to Seller the following:

 

     (i) in   accordance   with and   subject to   adjustment   as   provided   in this

Agreement, the balance of the Purchase Price;

 

     (ii) Purchaser's   organizational   documents,   resolutions and consents,   as

applicable,   certified by a general partner,   managing member or officer, as the

case may be, of   Purchaser as true,   correct and   complete,   which   evidence and

certify that the execution   and delivery by Purchaser of this   Agreement and the

documents set forth herein have been duly authorized by all necessary   action of

Purchaser and that this Agreement and such documents have been duly executed and

delivered by Purchaser;

 

     (iii) any documents promulgated by the Town of Greenwich,   Fairfield County

or the State of   Connecticut,   to the extent   required   in   connection   with the

consummation of the transaction contemplated hereby, duly executed by Purchaser;

 

     (iv) the   Assignment   and   Assumption   of Space   Leases,   duly executed and

acknowledged by Purchaser;

 

     (v) the   Assignment   and   Assumption   of   Contract   Rights and   Third-Party

Contracts, duly executed by Purchaser;

 

     (vi) a certificate, from Purchaser, restating on and as of the Closing Date

the   accuracy of the   representations   made by   Purchaser   in Section 11C hereof

(such   certificate    being   referred   to   herein   as   the   "Purchaser's    Update

Certificate"); and

<PAGE>

     (vii)   any   other   documentation   reasonably   required   to   consummate   the

transactions contemplated by this Agreement.

 

     C. At the Closing, Seller shall pay, to the extent applicable, the State of

Connecticut Real Estate Conveyance Tax and the Municipal Connecticut Real Estate

Conveyance Tax. The provisions of this Section 7C shall survive the Closing.

 

     D. At the Closing,   Purchaser   shall pay any applicable (i) title insurance

costs, (ii) survey fees, and (iii) recordation fees.

 

     8. Estoppel Letters.

 

     A. Prior to the Closing,   Seller shall request an estoppel   letter,   in the

form that each Tenant is required   to execute and deliver   under its   applicable

Space Lease or, if none,   substantially   in the form attached   hereto as Exhibit

"I",   from each   Tenant   under a Space   Lease   that is then in effect   (each,   a

"Tenant Estoppel Letter"; collectively, "Tenant Estoppel Letters"). Seller shall

deliver to Purchaser   copies of the Tenant Estoppel   Letters   received by Seller

(if any) promptly after Seller's receipt thereof.   In the event that Seller,   as

of the Closing Date, has not received and delivered to Purchaser Tenant Estoppel

Letters   from all of the Tenants   under the Space   Leases set forth on Exhibit J

attached   hereto that are in effect on the   Closing   Date (such   Tenants   herein

referred   to as the   "Major   Tenants"),   or if the Tenant   Estoppel   Certificate

obtained from any Major Tenant omits or fails to address a required item, Seller

may,   at its sole   option,   deliver to   Purchaser,   in lieu   thereof,   a written

certificate or certificates of Seller (each, a "Seller's   Estoppel   Certificate"

and collectively,   "Seller's Estoppel Certificates") certifying and representing

to Purchaser all of the items   required to be addressed in such Tenant   Estoppel

Certificate   (or the items   required that are omitted or not fully   addressed in

the Tenant Estoppel   Certificate obtained by Seller, as the case may be). In the

event that   Seller,   at the Closing,   is unable to deliver to   Purchaser   Tenant

Estoppel Letters from each of the Major Tenants as required hereunder and elects

not to deliver Seller's Estoppel Certificates as permitted above, Purchaser may,

at its option, terminate this Agreement by giving notice thereof to Seller.

 

     B. Seller's liability under any Seller's Estoppel Certificate shall survive

the Closing   only until the   earliest to occur of (i) the one hundred   eightieth

(180th) day following the Closing Date (the "Outside Date"),   (ii) the date that

the term of the applicable   Space Lease expires or earlier   terminates and (iii)

the date that the Tenant   under the   applicable   Space   Lease   executes a Tenant

Estoppel   Letter in form   required   hereunder   that is delivered   to   Purchaser.

Seller's   liability   under Seller's   Estoppel   Certificates   shall be limited as

provided in Section 11B hereof,   and each Seller Estoppel   Certificate   shall so

recite.

 

     C. If this   Agreement is   terminated   by   Purchaser   pursuant to Section 8A

hereof,   then,   subject to the terms of Section 15 hereof,   Escrow   Agent   shall

return   the   Down   payment   (together   with   all   interest   thereon,   if any) to

Purchaser,   and thereupon, no party shall have thereafter any continuing rights,

duties   or   obligations   hereunder,   other   than   any   such   rights,   duties   or

obligations   that   are   expressly   stated   in   this   Agreement   to   survive   the

termination hereof.

 

     9. Title Insurance.

<PAGE>

     A. Within five (5) days after the execution and delivery of this Agreement,

Purchaser shall order from a reputable title insurer   licensed to do business in

Connecticut   (the "Title Insurer") a title insurance report and commitment for a

title   insurance   policy with respect to the   interests in the Real Estate to be

conveyed by Seller to   Purchaser   hereunder,   which   policy shall be in the form

currently used by reputable   title   insurers in the State of   Connecticut   (such

report and such   commitment and any updates   thereto issued by